Exhibit 10.11
AMENDMENT NO. 3 TO SUBLICENSE AGREEMENT
THIS AMENDMENT NO. 3 TO SUBLICENSE AGREEMENT, (the "Amendment"), is made as
of the 14th day of June, 2005, by and between XXXXXX INTERNATIONAL, LTD., A
Delaware corporation, having its principal offices located at 0000 Xxxxxxx
#00 & Xxxxxxxxx Xxxx, Xxxx Xxxxxxxx, Xxx Xxxxxx 00000-0000 ("SUBLICENSOR")
and XXXXXX MOTORCYCLE COMPANY, LTD., having its principal offices located
at Xxxxxxx Xxxxxx, Xxxxxxxx 0 Xxxxxxxxxxx, Xxx Xxxxxx 00000 ( the
"SUBLICENSEE").
BACKGROUND
WHEREAS, pursuant to a certain Sublicense Agreement, dated April
30, 2003 (the "Sublicense Agreement"), a certain Amendment No. 1 to
Sublicense Agreement, dated March 5, 2004 ("Amendment No. 1") and a certain
Amendment No. 2 to Sublicense Agreement, dated June 22, 2004 ("Amendment
No. 2") SUBLICENSEE received certain exclusive licensing rights for
motorcycle applications as defined therein from the SUBLICENSOR to make,
use and sell combustion engines utilizing the CSRV Valve System as well as
the rights to franchise and sublicense certain Patent Rights* and Technical
Information* relating to Licensed Products* utilizing the CSRV Valve
System* throughout the countries, their territories and possessions, of
Xxxxx Xxxxxxx, Xxxxxxx Xxxxxxx xxx Xxxxx Xxxxxxx (the "Territory");
WHEREAS, pursuant to Amendment No. 1 and Amendment No. 2,
SUBLICENSEE is obligated to register 1,000,000 shares of its common stock
owned by SUBLICENSOR under applicable federal and state securities laws by
August 1, 2004 in order that SUBLICENSOR may distribute such shares as a
stock dividend to its shareholders of record;
WHEREAS, in order to continue to preserve SUBLICENSOR'S rights to
legally provide for the dividend and distribution of 1,500,000 common
shares of SUBLICENSEE to its shareholders and to confirm their appropriate
inclusion in SUBLICENSEE's current registration statement, the parties have
agreed to extend the deadline to accomplish such registration from August
1, 2004 to October 30, 2005.
NOW, THEREFORE, in consideration of the premises and covenants,
and other good and valuable consideration, and the mutual promises of the
performance of the undertakings set forth herein and the direct and
indirect benefits to be derived by each of them, it is agreed by and among
the SUBLICENSOR and SUBLICENSEE as follows:
I. Amendment of Amendment No. 2.
Subject to the terms and conditions set forth herein, SUBLICENSOR and
SUBLICENSEE agree to amend Amendment No. 2 as follows:
1. Article 5.1, subparagraph (d) shall be further amended by substituting
the date "October 30, 2005" in lieu of the date "August 1, 2004".
II. Ratification and Confirmation of Balance of Terms and Provisions of
Sublicense Agreement, Amendment No. 1 and Amendment No. 2.
SUBLICENSOR and SUBLICENSEE hereby ratify and confirm all of the terms
and provisions of the Sublicense Agreement, Amendment No. 1 and Amendment
No. 2 not expressly modified by this Amendment and incorporate by reference
all of such terms and provisions into this Amendment as if set forth herein
in their entirety.
IN WITNESS WHEREOF, the SUBLICENSOR and SUBLICENSEE have executed this
Amendment as of the day, month and year first above written.
SUBLICENSOR:
XXXXXX INTERNATIONAL, LTD.
By: s/s Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President
SUBLICENSEE:
XXXXXX MOTORCYCLE COMPANY, LTD.
By: /s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx, President
