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EXHIBIT 10.35
(Confidential Portions Omitted)
WARNER BROS. [LOGO]
WARNER BROS.
CONSUMER PRODUCTS
November 17, 2000
BAY AREA MULTIMEDIA
000 Xxxx Xxxxx Xxxxx Xxxxxx
Xxxxx 000
Xxx Xxxx, XX 00000
Attn: Xxx Xxxxx
Re: WARNER BROS. LICENSE AGREEMENT #12177-PPG (POWERPUFF GIRLS) -
AMENDMENT #1
Gentlemen:
This letter when fully executed shall formally amend that certain License
Agreement made March 8, 2000, relative to certain rights owned and controlled by
our client, Warner Bros.
By our mutual execution hereof, it is agreed as follows:
1. PARAGRAPH 1(a) CONTRACTUAL MARKETING COMMITMENT: is hereby amended by
adding the following:
In the United States Licensee shall spend an additional $[*] in
advertising on the Cartoon Network Television and Cartoon Xxxxxxx.xxx
on-line mediums and to be spent as follows:
DATE AMOUNT
---- ------
On or before December 31, 2001 $[*]
On or before December 31, 2002 $[*]
On or before December 31, 2003 $[*]
IT IS UNDERSTOOD AND AGREED THAT THE ADDITIONAL $1,250,000.00 CANNOT BE
CROSS-COLLATERALIZED WITH the ORIGINAL $1,000,000.00 ADVERTISING SPEND.
*Confidential Portions Omitted and Filed Separately with the Commission.
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BAY AREA MULTIMEDIA WARNER BROS. [LOGO]
NOVEMBER 17, 2000
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2. PARAGRAPH 1(c) LICENSED PRODUCT(S): is hereby amended by adding the
following:
iv) PC/CD Rom
v) Nintendo GameCube
vi) Playstation I
vii) Playstation II
viii) Microsoft X-Box
ix) Sega Dreamcast
It is understood and agreed that the Nintendo Dolphin platform (now
known as Nintendo GameCube) option has been exercised.
3. PARAGRAPH 1(d) MARKETING DATE: is hereby deleted and replaced with the
following:
For purposes of subdivision 15(a)(vii), the Marketing Date for the
first product on each of the platforms defined by 1(c) shall be no later
than August 31, 2002.
4. PARAGRAPH 3 TERM: is hereby deleted and replaced with the following:
The term ("Term") of the Agreement with respect to Licensed Product(s) referred
to above shall commence on March 1, 2000 and terminate on March 15, 2005. It
being specifically understood and agreed that for Licensed Products iv)-ix)
while development may begin on, prior to, or after March 15, 2001, retail sales
of such products will only take place on or after March 15, 2001 and last
through the term of the Agreement.
5. PARAGRAPH 4(a) GUARANTEED CONSIDERATION: is hereby deleted and replaced
with the following:
GUARANTEED CONSIDERATION: the sum of $[*] payable as follows:
DATE AMOUNT
---- ------
Upon execution of the Agreement $[*]
of which Licensor acknowledges has
been paid
On or before August 1, 2000 $[*]
of which Licensor acknowledges has
been paid
On or before December 1, 2000 $[*]
On or before March 1, 2001 $[*]
*Confidential Portions Omitted and Filed Separately with the Commission.
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BAY AREA MULTIMEDIA WARNER BROS. [LOGO]
NOVEMBER 17, 2000
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On or before June 1, 2001 [*]
On or before September 1, 2001 [*]
On or before December 1, 2001 [*]
On or before March 1, 2002 [*]
6. PARAGRAPH 4(b) GUARANTEED CONSIDERATION: royalty rate percentage is
hereby deleted and replaced the following:
For Licensed Products i)-vi) [*] of Net Sales; and
For Licensed Products vii)-ix) [*] of Net Sales for unit sales from [*];
[*] from [*]; and [*] from [*].
7. PARAGRAPH 2 GRANT OF LICENSE: is hereby amended by adding the following:
(d) FIRST RIGHT OF REFUSAL: If during the Term of this Agreement,
Licensor determines that it wishes to have developed and distributed any
computer software game for the Licensed Media, to include any of the
Licensed Property (a "New Product"), Licensee shall have the first right
of refusal to develop, manufacture, sell and distribute the New Product
in accordance with the terms contained herein.
If Licensor desires to develop a New Product, Licensor shall so notify
Licensee in a writing that sets forth in reasonable detail the concept
and demographic information relating to such concept ("New Product
Notice"). Licensee shall have the right for a period of twenty (20)
business days after receipt of the New Product Notice, to elect, by
written notice to Licensor, to develop, manufacture, sell and distribute
the New Product in accordance with the terms of this Agreement. Licensee
and Licensor shall thereafter enter into an amendment to this Agreement
to provide for this New Product. Such amendment shall require Licensee
to begin the development process of the New Product within three (3)
months and shall also include a mutually agreeable marketing date for
such New Product.
If after twenty (20) business days following its receipt of the New
Product Notice, Licensee does not render notice to Licensor to exercise
its option to develop, manufacture, sell and distribute the New Product
in accordance with the terms
*Confidential Portions Omitted and Filed Separately with the Commission.
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NOVEMBER 17, 2000
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contained herein, or Licensee renders notice declining to exercise its
option, Licensor shall be released from any obligation with respect to
the New Product with Licensee.
8. PARAGRAPH 15 TERMINATION BY LICENSOR (a)(vii): is hereby deleted and
replaced with the following:
(vii) Licensee does not commence in good faith to manufacture,
distribute and sell a Licensed Product throughout the Territory on or
before the Marketing Date as defined in Paragraph 1(c). Such default and
Licensor's resultant right of termination (or recapture) shall only
apply to the specific regions/countries within the Territory in which
or wherein Licensee fails to meet said Marketing Date requirement; or
In all other respects, other than as noted above, the subject License Agreement
and all of its terms and conditions shall continue to govern our relationship.
Please show your concurrence with the above by signing all copies and returning
same to Warner Bros. Consumer Products. Upon final execution, one copy will be
sent to you for your files.
This letter shall have no legal effect unless and until signed by all parties
noted below.
Sincerely, AGREED AND ACCEPTED:
WARNER BROS. CONSUMER PRODUCTS, BAY AREA MULTIMEDIA
a Division of Time Warner
Entertainment Company, L.P.
By: /s/ XXXX X. XXXXX By: /s/ XXX XXXXX
-------------------------------- --------------------------------
Xxxx X. Xxxxx
Senior Vice President, Business
and Legal Affairs
Date 11/29/00 Date Nov 27, 2000
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