EXHIBIT 10.13
AMENDMENT #3 TO TECHNOLOGY LICENSE AGREEMENT
By this Amendment #3 to the Technology License Agreement ("Amendment #3") dated
as of October 27, 1997 (the "TA Effective Date") SegaSoft Networks, Inc.
("SegaSoft"), a Delaware corporation, with its principal place of business at
000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxx, Xxxxxxxxxx 00000 and Mpath
Interactive, Inc. ("Mpath"), a Delaware corporation, with its principal place of
business at 000 Xxxxx Xxxxxx, Xxxxxxxx Xxxx, XX 00000 hereby agree to further
amend their April 15, 1996 Technology License Agreement (the "Agreement") as
already amended by their November 27, 1996 Amendment #1 to the Technology
License Agreement and their March 28, 1997 Amendment #2 to the Technology
License Agreement.
AGREEMENT
TA-1. DEFINITIONS
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All capitalized terms used in this Amendment #3 which are defined in the
Agreement have the respective meanings ascribed to them in the Agreement.
TA-2. AMENDMENT TO AGREEMENT SECTION 3, "ROYALTIES"
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2.1 1997 Calendar Q3 Payment. For the 1997 third calendar quarter payment due
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from SegaSoft to Mpath under the Agreement, SegaSoft agrees to pay and Mpath
agrees to accept as payment in full for each month during the quarter the
monthly amount of [XXXXX], for a total payment to Mpath for the quarter of
[XXXXX].
2.2 1997-1998 Minimum Monthly Payment. For each of the 1997 fourth calendar
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quarter and the 1998 first and second calendar quarters, SegaSoft agrees that
the minimum monthly amount that must be paid by SegaSoft to Mpath under Sections
TA-3 and TA-5 below, in consideration of the licenses granted by Mpath to
SegaSoft under the Agreement, is [XXXXX], for a total minimum payment to Mpath
for each such quarter of [XXXXX].
2.3 1998-1999 Minimum Monthly Payment. For each of the 1998 third and fourth
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calendar quarters and the 1999 first and second calendar quarters, SegaSoft
agrees that the minimum monthly amount that must be paid by SegaSoft to Mpath
under Sections TA-3 and TA-5 below, in consideration of the licenses granted by
Mpath to SegaSoft under the Agreement, is[XXXXX], for a total minimum payment to
Mpath for each such quarter of [XXXXX].
TA-3. AMENDMENT TO SECTION 3.2
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The parties hereby agree to delete Section 3.2 (including Sections 3.2.2 and
3.2.3, but not including Section 3.2.1, which shall remain in effect for
purposes of defining Net Revenue as used in this Section TA-3) and replace it
with: "With regard to the use of the Licensed Technology for the operation of an
on-line game service:
SegaSoft shall pay Mpath a royalty calculated as a percentage of Net Revenue
where the royalty rate, as set forth in Attachment B hereto, shall apply as
determined by the Net Revenue tiers
[XXXXX] CONFIDENTIAL TREATMENT REQUESTED
OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
generated by SegaSoft's on-line game service during the applicable reporting
period. The Net Revenue for the reporting period shall be calculated on the
first day of the applicable reporting period plus the Net Revenue received by
SegaSoft on the last day of the reporting period. A single royalty rate, as
determined under Attachment B, shall apply to the total Net Revenue for purposes
of determining the royalties payable for the applicable reporting period.".
TA-4 AMENDMENT TO ATTACHMENT B
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Attachment B is hereby deleted and replaced with the Attachment B-TA to this
Amendment #3.
TA-5. Amendment to Retail Revenue
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SegaSoft agrees to pay Mpath [XXXXX] of Gross Revenue actually received by
SegaSoft from all retail sales of SegaSoft-published and/or distributed products
sold by SegaSoft with a HEAT (or such other name or names as SegaSoft may employ
from time-to-time) enabler. The calculation of such Gross Revenue shall: (i)
[XXXXX]; and (ii) [XXXXX]. However, the amount of payments to Mpath under this
Section is capped at [XXXXX]. Payments to Mpath by SegaSoft under this Section
do not apply to the minimum payment specified in Sections TA 2.2. and 2.3. Any
updated version of a SegaSoft product providing revisions, minor enhancements,
editorial revisions, bug fixes or patches (but not other derivative works,
such as sequels, major releases, abridgments, annotations, art reproductions,
condensations, elaborations, fictionalizations, musical arrangements and/or
translations) that are developed by or for SegaSoft during the term of this
Agreement shall be deemed to be the same product. For example, a major release
of a SegaSoft game which is not merely a revision or a bug fix release but
which contains substantial changes (e.g., an overhaul of the interface, new
game premise, new title, etc.) is not the same product. For example, a major
release is typically numbered as X.0; for example, WordPerfect 6.0 is a major
release, significantly different from any previous version; whereas
WordPerfect 6.1 has only minor changes, and is, thus, only a revision and
would be considered to be the same product. For purposes of clarification,
Royalties due under this Section shall in no event be owed on revenues for
which royalties are due under Section TA-3 herein, and vice-versa.
TA-6. TERM
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This Amendment #3 is effective as of the TA Effective Date and continues in
effect until [XXXXX]. No later than [XXXXX] the parties agree to negotiate in
good faith a compensation plan to take effect after [XXXXX] for the balance of
the term of the Agreement. After the expiration of the term specified in this
Section, the minimum monthly payment then in effect, as specified in Section TA
2.3, continues in effect unless and until SegaSoft and Mpath mutually agree in
writing upon a different arrangement.
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[XXXXX] CONFIDENTIAL TREATMENT REQUESTED
OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
SEGASOFT NETWORKS, INC. MPATH INTERACTIVE, INC.
By: /s/ Xxxx Xxxxxxxxx By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxx
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Title: Pres./CEO Title: GM
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Date: 10/29/97 Date: -----------------
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Fax: (650) - 000-0000 Fax: (000) 000-0000
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[XXXXX] CONFIDENTIAL TREATMENT REQUESTED
OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
ATTACHMENT B-TA
ROYALTY RATES
REPORTING PERIOD NET REVENUE TIERS PERCENTAGE OF NET REVENUE
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[XXXXX] [XXXXX]
[XXXXX] [XXXXX]
[XXXXX] [XXXXX]
[XXXXX] [XXXXX]
[XXXXX] [XXXXX]
[XXXXX] CONFIDENTIAL TREATMENT REQUESTED
OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
