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Exhibit 10.10
AMENDMENT NO. 3
TO THE
TRADEMARK/SERVICE XXXX LICENSE AGREEMENT
THIS AMENDMENT, dated as of July 1, 1995 (the "Amendment"), to the
TRADEMARK/SERVICE XXXX LICENSE AGREEMENT, dated as of October 1, 1992, as
amended, December 21, 1993 and May 6, 1994 (the "License Agreement"), by and
between BB Technologies, Inc., a Delaware corporation ("BB Tech"), and Black
Box Corporation of Pennsylvania (formerly Black Box Corporation), a Delaware
corporation ("BBC"),
WITNESSETH:
WHEREAS, BB Tech and BBC are parties to the License Agreement; and
WHEREAS, BBC and BB Tech desire to amend certain terms of the License
Agreement as set forth herein;
NOW, THEREFORE, in consideration of the terms and conditions set forth
herein, and other good and valuable consideration receipt of which is hereby
acknowledged by BBC, BB Tech and BBC intending to be legally bound hereby,
agree as follows :
1. DEFINED TERMS. Unless otherwise defined herein, capitalized terms which are
defined in the License Agreement are used herein as therein defined.
2. AMENDMENT OF SUBSECTION 6.1. Subsection 6.1 of the License Agreement is
hereby amended and restated by deleting such subsection in its entirety and
substituting therefor the following:
6.1 As consideration for the rights granted hereunder,
BBC shall pay to BB Tech royalties equal to (i) 5%
of BBC's gross selling price for the sale of the
Products under the Marks and (ii) an amount equal to
5% of the gross selling price for the sale of any
devices or equipment not originally purchased from
BBC but sold under the Marks by or on behalf of any
of BBC's authorized distributors, subsidiaries, or
joint venture companies under sublicense from either
BB Tech or BBC. For purposes of this Agreement,
"gross selling price" shall mean the gross sales
price for Products or devices or equipment less any
reasonable (i) returns for which credit is given and
(ii) government sales taxes or value added taxes
(but not income taxes).
3. AMENDMENT OF SUBSECTION 6.2. Subsection 6.2 of the License Agreement is
hereby amended and restated by deleting such subsection in its entirety and
substituting therefor the following:
6.2 Royalties shall not be required to be paid by BBC in
any transfer of Products under the Marks by BBC for
give-away or promotional purposes.
4. CONFIGURATION. Except as set forth herein, the License Agreement is in all
respects confirmed and preserved.
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5. COUNTERPARTS. This Amendment may be executed in any number of counterparts,
each of which, when so executed, shall be deemed to be an original, but all
of which shall together constitute but one and the same instrument.
6. EFFECTIVENESS. The provisions of this Amendment shall take effect as of the
date first set forth above (subject to receipt of all consents to this
Amendment required by law or by any agreement to which BBC or BB Tech is a
party).
7. GOVERNING LAW. This Amendment shall be construed in accordance with and
governed by the laws of the State of Delaware without regard to the
conflicts of laws provisions thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed, all as of the date and year first above written.
BB TECHNOLOGIES, INC.
By: /s/ XXXXXXX XXXXXXX
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Xxxxxxx Xxxxxxx, President
BLACK BOX CORPORATION OF PENNSYLVANIA
By: /s/ XXXXXXX X. XXXXXXXXXX
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Xxxxxxx X. Xxxxxxxxxx
President & Chief Executive Officer
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