EXHIBIT 10.2
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AMENDMENT TO MASTER LICENSE AGREEMENT
This Amendment, dated as of May 17, 2005 (this "Amendment") to
that certain Master License Agreement, dated April 30, 1993 (the "Master
License"), between Marvel Enterprises, Inc. (the "Licensee") and Xxx Xxxx &
Associates, a sole proprietorship (the "Licensor") which is owned by Xxx Xxxx.
WHEREAS, Mr. Arad and the Licensee are entering into an Amended
and Restated Employment Agreement dated as of the date hereof (the "Employment
Agreement"); and
WHEREAS, the Licensee and the Licensor have agreed to amend the
Master License in the manner, and on the terms and conditions, provided for
herein;
NOW THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt, adequacy and sufficiency of which
are hereby acknowledged, the parties to this Amendment hereby agree as follows:
1. Defined Terms. Unless otherwise provided herein, all capitalized terms used
but not otherwise defined herein have the meanings given to them in the Master
License.
2. Amendment to Section 8. As of the date hereof, Section 8 of Master License
is hereby amended to add the following new subsections (l) and (m):
"(l) Notwithstanding any other provision of the Master
Agreement (including, but not limited to, Sections 3(c), 4 & 6)
or any provision of any Existing License or New License to the
contrary, for the Term (as defined in the Employment Agreement)
of the Employment Agreement, Licensor hereby agrees that
Licensee may use any material licensed under any Existing
License or New License including, but not limited to, the Patent
Material on a royalty free basis and without cost of any kind.
(m) The term of the Master License will be coterminous
with the Term of the Employment Agreement. If the Term of the
Employment Agreement is extended, then the term of the Master
License shall automatically extend for the same period of time.
Within thirty days (30) after the expiration of the Term, upon
written notice to Licensor, the Licensee shall have the
unilateral right to renew the Master License on the terms set
forth in the original Master License agreement for a term of
three (3) years ("Renewal Term"). Within thirty days (30) after
the expiration of each Renewal Term, upon written notice to
Licensor, the Licensee shall have the right to renew the Renewal
Term for a subsequent Renewal Term of three (3) years.
Licensee's right to renew shall extend in perpetuity. If Xxx
Xxxx were to die during any Renewal Term, then the Licensee
shall have the option to terminate the term of the Master
License upon thirty days (30) written notice to the Licensor."
3. General.
This Amendment shall be governed by and construed and enforced in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely in New York, without regard to the conflict of law
principles of such state.
The section headings contained herein are for reference purposes
only and shall not in any way affect the meaning or interpretation of this
Amendment.
The Master License, as amended by this Amendment, sets forth the
entire agreement and understanding of the parties relating to the subject matter
hereof and supersedes all prior agreements, arrangements and understandings,
written or oral, relating to the subject matter hereof. No representation,
promise or inducement has been made by either party that is not embodied in the
Master License as amended by this Amendment, and neither party shall be bound by
or liable for any alleged representation, promise or inducement not so set
forth. Except as expressly changed by this Amendment, the Master License remains
in full force in accordance with its terms.
This Amendment may be executed in one or more counterparts, each
of which will be deemed to be an original copy of this Amendment and all of
which, when taken together, will be deemed to constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties have duly executed this Amendment
as of the date first above written.
LICENSEE:
MARVEL ENTERPRISES, INC.
By:/s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Executive Vice President
LICENSOR:
XXX XXXX AND ASSOCIATES
By:/s/ Xxx Xxxx
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Name: Xxx Xxxx
