Exhibit 10.4
AMENDMENT NO. 3
TO
LICENSE AGREEMENT
This Amendment No. 3 to License Agreement (this "Amendment No. 3") is
entered into as of September 22, 2002 (the "Effective Date"), by and between
Majesco Sales, Inc. ("Licensee"), with offices at 000 Xxxxxxx Xxxxxx Xxxxxxx,
Xxxxxx, Xxx Xxxxxx 00000, and Activision Publishing, Inc. ("Activision"), a
Delaware corporation, with offices at 0000 Xxxxx Xxxx Xxxxxxxxx, Xxxxx Xxxxxx,
Xxxxxxxxxx 00000.
A. Activision and Licensee entered into that certain License
Agreement dated as of June 30, 2000 relating to the license by
Activision to Licensee of rights to convert Activision's
entertainment software product entitled Soldier of Fortune for use
on the Sony PlayStation 2 computer entertainment system (the
"Agreement"), as amended by Amendments No.1 and No. 2 to the
Agreement dated as of June 28, 2001 and December 10, 2002,
respectively.
B. The parties now desire to further amend the Agreement subject to
the terms and conditions of this Amendment No. 3.
The parties hereby amend the Agreement as follows:
1. Extension of Term. Activision agrees to extend the Term of the
Agreement as set forth on Schedule C of the Agreement for a period of
one (1) year from the Effective Date of this Amendment No. 3.
2. Additional Advance. Licensee, upon execution of this Amendment No. 3,
will pay to Activision an additional, non-refundable recoupable advance
in the amount of (****) for the right to distribute an additional
(****) of Soldier of Fortune for the Sony PlayStation 2 console, in
North America only, at the royalty rates set forth in Section 3 of this
Amendment No. 3.
3. Royalty. In consideration of the rights granted to Licensee pursuant to
this Amendment No. 3, Licensee shall pay to Activision a per unit
royalty of (****) for all units sold under this Amendment No. 3 at a
wholesale price equal or lower than (****). For avoidance of doubt, the
royalty structure set forth in Exhibit D of the Agreement shall apply
to all units sold at a wholesale price which exceeds.
4. General Conditions. Capitalized terms used in this Amendment No. 3 and
not otherwise defined herein shall have the meanings respectively
ascribed to such terms under the Agreement. Unless otherwise stated
herein, the parties agree that all of the terms and
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(*) Confidential portion omitted and filed separately with the Securities
Exchange Commission.
conditions contained in the Agreement shall remain in full force and
effect and shall be equally applicable to this Amendment No. 3.
Notwithstanding the foregoing, if any term or provision of the
Agreement is contradictory to, or inconsistent with, any term or
provision of this Amendment No. 3, then the terms and provisions of
this Amendment No. 3 shall in all events control and such contradictory
or inconsistent term or provision of the Agreement shall be null and
void solely for purposes of interpreting this Amendment No. 3.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the date specified below.
ACTIVISION: LICENSEE:
ACTIVISION PUBLISHING, INC. MAJESCO SALES, INC.
By: By:
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Date: Date:
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