Exhibit 10(f)(iii)
LICENSE EXTENSION ADDENDUM
THIS LICENSE EXTENSION ADDENDUM (the "Addendum") is dated as July 1,
1996, and is between XXXXXX COMPANY OF JAPAN, LIMITED, a corporation duly
organized and existing under the laws of Japan, having its principal office at
12, 3-Chome, Xxxxxx-xxx, Xxxxxxxx-xx, Xxxxxxxx 000, Xxxxx (hereinafter referred
to as "Licensor"), and Allied Digital technologies Corp., a corporation
organized and existing under the laws of the State of Delaware, U.S.A., having
its principal office at 00 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxx xxxx 00000, X.X.X.
(hereinafter referred to as "Licensee").
W I T N E S S E T H:
WHEREAS, Licensor and Licensee are parties to a VHS CASSETTE LICENSE
AGREEMENT FOR DUPLICATORS (U.S.A.) dated as of July 1, 1991 and an ADDENDUM
dated as of January 11, 1995 (the foregoing agreements are collectively referred
to herein as the "License Agreement"); and,
WHEREAS, Licensor and Licensee wish to renew and extend the terms
and conditions of the License Agreement as amended herein,
NOW, THEREFORE, in consideration of the mutual agreements and
covenants of the parties, it is agreed as follows:
1. Paragraph 2 of Article 1 of the License Agreement shall be
amended to provide as follows:
"Licensed Product" or "Licensed Products" shall mean a VHS
videocassette or VHS videocassettes having packed therein magnetic
tape of 12.65 mm (1/2 inch) width conforming to the VHS Standards,
which include(s) a construction coming within the scope of JVC's
patent rights, bear the Trademark (as herein defined), or are
manufactured in accordance with JVC's Technical Information.
2. Article 10 of the License Agreement shall be deleted in its
entirety and the following shall be inserted in lieu thereof:
Subject to the approval of the competent Japanese Governmental
authorities, if necessary, this Agreement shall, unless terminated
earlier in accordance with the provisions of Article 9 hereof,
continue to be effective for five (5) years following July 1, 1996.
Within thirty (30) days following the date of expiration, Licensee
shall return to
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Licensor all of the Technical Information, including all copies
thereof.
3. Effective July 1, 1996, Article 5(1)iii of the License Agreement
shall be deleted in its entirety and the following shall be inserted in lieu
thereof:
iii. A royalty based upon the following royalty structures, to
be selected by Licensee, for each calendar quarter during the term
of this Agreement, with such selection to be reported to Licensor
along with the royalty statement for such quarter as provided in
Article 5(3) hereof:
(a) July 1, 1996 through December 31, 1996;
(a-1) For each calendar quarter between July 1, 1996 and December
31, 1996, inclusive, three Japanese Yen (3 Yen) for each
Licensed Product sold or otherwise transferred by Licensee
during such quarter, provided, however, that if Licensee can
demonstrate to Licensor's reasonable satisfaction that certain
the Licensed products sold or otherwise transferred by
Licensee during such quarter have a recording time of 30
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minutes or shorter ("Short Cassettes"), a royalty rate of two
and one quarter Japanese Yen (2.25 Yen) shall apply for each
such Short Cassette; or
(a-2) For each calendar quarter between July 1, 1996 and December
31, 1996, inclusive, seventy-two thousand five hundred dollars
(U.S. $72,500) plus 2 cents for each Licensed Product in
excess of 3.75 million pieces sole or otherwise transferred by
Licensee during such quarter, provided, however, that if
Licensee can demonstrate to Licensor's reasonable satisfaction
that certain of the Licensed Products sold or otherwise
transferred by Licensee during such quarter are Short
Cassettes, then the royalty rate of 1.5 cents for each such
Short Cassette in excess of 3.75 million pieces shall apply.
The number of Short Cassettes in excess of 3.75 million pieces
shall be prorated based on the number of
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Short Cassettes in the total number of Licensed Products sold
or otherwise transferred by Licensee during such quarter. The
royalties due for the period between July 1, 1996 and December
31, 1996, inclusive, as provided in this paragraph (a-2) shall
not exceed $400,000.
(b) January 1, 1997 through April 30, 1997;
(b-1) For each calendar quarter or portion thereof between January
1, 1997 and April 30, 1997, inclusive, two Japanese yen (2
Yen) for each Licensed product sold or otherwise transferred
by Licensee during such quarter or portion thereof, provided,
however, that if Licensee can demonstrate to Licensor's
reasonable satisfaction that certain of the Licensed products
sold or otherwise transferred by Licensee during such quarter
are Short Cassettes, a royalty rate of one and one half
Japanese Yen (1.5 Yen)
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shall apply for each such Short Cassette; or,
(b-2) For each calendar quarter or portion thereof between January
1, 1997 and April 30, 1997, inclusive, fifty thousand dollars
(U.S. $50,000) (prorated for the portion of the calendar
quarter between April 1 1997 and April 30, 1997) plus 1.5
cents for each Licensed Product in excess of 3.75 million
pieces sold or otherwise transferred by Licensee during such
quarter or portion thereof, provided, however, that if
Licensee can demonstrate to Licensor's reasonable satisfaction
that certain of the Licensed Products sold or otherwise
transferred by Licensee during such quarter are Short
Cassettes, then the royalty rate of 1 cents for each such
Short Cassette in excess of 3.75 million pieces shall be
prorated based on the number of
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Short Cassettes in the total number of Licensed products sold
or otherwise transferred by Licensee during such quarter. The
royalties due for the period between January 1, 1997 and April
30, 1997, inclusive, as provided in this paragraph (b-2) shall
not exceed $200,000.
(c) May 1, 1997 through June 30, 2001;
(c-1) For each calendar quarter or portion thereof between May 1,
1997 and June 30, 2001, inclusive, one Japanese Yen (1 Yen)
for each Licensed Product sold or otherwise transferred by
Licensee during such quarter or portion thereof provided,
however, that if Licensee can demonstrate to Licensor's
reasonable satisfaction that certain of the Licensed Products
sold or otherwise transferred by Licensee during such quarter
are Short Cassettes, a royalty rate of three quarters of one
Japanese Yen (0.75 Yen) shall apply for each such Short
Cassette; or,
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(c-2) For each calendar quarter or portion thereof between May 1,
1997 and June 30, 2001, inclusive, twenty-five thousand
dollars (U.S. $25,000) (prorated for the portion of the
calendar quarter between May 1, 1997 and June 30, 1997) plus
0.75 cents for each Licensed Product in excess of 3.75 million
pieces sold or otherwise transferred by Licensee during such
quarter or portion thereof, provided, however, that if
Licensee can demonstrate to Licensor's reasonable satisfaction
that certain of the Licensed Products sold or otherwise
transferred by Licensee during such quarter are Short
Cassettes, then the royalty rate of 0.5 cents for each such
Short Cassette in excess of 3.75 million pieces shall apply.
The number of Short Cassettes in excess of 3.75 millon pieces
shall be prorated based on the number of Short Cassettes in
the total number
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of Licensed Products sold or otherwise transferred by Licensee
during such quarter. The royalties due for the period between
May 1, 1997 and December 31, 1997, inclusive, as provided in
this paragraph (c-2) shall not exceed $200,000. The royalties
due for the period between January 1, 1998 and June 30, 2001,
inclusive, as provided in this paragraph (c-2) shall not
exceed $300,000 per annum.
The royalty rate for Licensed Products sold or otherwise transferred
by Licensee in the form of blank video cassettes for duplication by other
duplicators shall be determined in the same manner as described in Article
5(1)iii. (a-1), (b-1), and (c-1) above, but the quantity of such blank
videocasettes shall not be included in determining the quarterly volume of
Licensed Products for purposes of Article 5(1)iii (a-2), (b-2) or (c-2).
All royalty payments shall be paid by electronic
bank transfer to:
Bank Name: The Sakura Bank, Honcho Branch
Bank Address: 0-00 Xxxxxxxxxx-Xxxxxx 0-xxxxx,
Xxxx-Xx, Xxxxx 000, Xxxxx
Account No.: 0000000 (for deposit of Xxxxxx Company of
Japan, Limited)
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All correspondence shall be delivered to:
INTELLECTUAL PROPERTY DEPARTMENT
XXXXXX COMPANY OF JAPAN, LIMITED
00, 0-Xxxxx, Xxxxxx-xxx,
Xxxxxxxx-xx, Xxxxxxxx 000
Xxxxx
4. Article 5 of the License Agreement shall be amended by adding the
following new paragraph to the end
thereof:
(8) At its option, Licensee may pay any or
all of the royalties due hereunder to Licensor in
U.S. currency based upon the yen/dollar rate of
exchange in effect at the close of business in New
York on the date on which such royalty is paid.
5. Except as otherwise amended by this Addendum, the terms and
conditions of the License Agreement are hereby renewed and shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties have set their hands and seals on
the day and year first above-written.
LICENSOR:
XXXXXX COMPANY OF JAPAN, LIMITED
On: October 4, 1996 By: /s/ Takeo Shuzui
----------------------------
Takeo Shuzui, President
At: Yokohama, Japan
ATTEST:
/s/ Yokio Kuboto
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LICENSEE:
ALLIED DIGITAL TECHNOLOGIES
CORP.
On: September 18, 1996 By: /s/ Xxxxxxx Xxxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxxx, VP
At: Hauppauge, New York
ATTEST:
/s/ Xxxx Xxxxxx
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