EXHIBIT 10.2
COST REIMBURSEMENT AND SUPPORT AGREEMENT
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THIS COST REIMBURSEMENT AND SUPPORT AGREEMENT (this "Agreement") is made
and entered into as of [*] by and among TDN, Inc., a Delaware corporation (the
"Company"), Thomson Consumer Electronics, Inc., a Delaware corporation ("TCE")
and Gemstar International Group Limited ("Gemstar").
BACKGROUND
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The Company is a corporation which is engaged in the business of providing
certain services associated with TV Guide Plus+ (the "Business"). [*] has made
[*] to the Business and has rendered advice in the conceptual development of the
Company. Its advice will continue to be necessary in order to assist the Company
in its business operations.
In consideration of the foregoing and the mutual covenants and conditions
contained here, the parties agree as follows:
1. Cost Reimbursement, Advisory Services and Payment.
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In order to [*] and to compensate it for advisory services being
rendered, as the full, complete and sole source of [*], the Company shall pay
[*], on a quarterly basis, [*] percent [*] of the Company's [*] revenue as set
forth in this Section 1. For the purpose of this Agreement, [*] revenue shall
mean those receipts collected and recognized by the Company (without any
deduction for [*] to employees of the Company or payment of [*] to any third
party (such as a [*] , or [*] company)) less any payments for the Company's use
or acquisition of intellectual property of third parties related to or
associated with the Business. In the event [*] (the "Acquiring Entity") acquires
[*] from any third party that are the subject of any existing at [*] agreement
between such party and [*] (the [*]) that is associated with or related to the
Business, Company shall make such payments to the [*] under the terms of the [*]
as if the [*] continued and Company were the licensee and the [*] were the
licensor thereunder and such payments shall be deemed to constitute payments to
be deducted from receipts of the Company for purposes of the calculation
described above.
Each payment made to [*] pursuant to this Agreement shall be made within
thirty (30) days following the close of the calendar quarter, except for the
fourth quarter of the Company's fiscal year for which payments relating thereto
will be made within thirty (30) days of the completion of the audit for such
year, and shall be accompanied by a report detailing the Company's total
receipts and any allowed deductions therefrom.
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[*] Confidential Treatment Requested.
2. Miscellaneous.
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2.1 Governing Law.
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This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware, without regard to conflict
of laws principles thereof.
2.2 Amendments and Waivers.
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Any amendment of this Agreement or waiver of compliance with any of
the provisions hereof shall be in writing and shall require the written approval
of TCE, Company and Gemstar. Any such amendment or waiver so approved shall be
binding upon the parties hereto and their respective successors and permitted
assigns.
2.3 Assignment.
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This Agreement and the rights granted hereunder shall not be assignable
without the prior written consent of both parties thereto.
2.4 Authorized Representative.
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Each party hereto represents that this Agreement has been duly authorized
and that the representative signing below has the requisite authority to execute
this Agreement on its behalf.
SIGNATURES
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first written above.
TDN, INC. THOMSON CONSUMER ELECTRONICS, INC.
By: /s/ XXXXX XXXXXXXX By: /s/ X.X. XXXXX
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Name: Xxxxx Xxxxxxxx Name: X.X. Xxxxx
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Title: Secretary Title: Ex VP
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GEMSTAR INTERNATIONAL GROUP LIMITED
By: /s/ X. XXXX
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Name: X. Xxxx
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Title: CEO
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