AMENDMENT NO. 7 TO LICENSING AGREEMENT
EXHIBIT 10.12.7
AMENDMENT NO. 7 TO LICENSING AGREEMENT
THIS AMENDMENT NO. 7 TO LICENSING AGREEMENT (this “Amendment No. 7”), by and between MedQuist
Inc. (“MedQuist”), acting on behalf of its wholly owned subsidiaries (direct and indirect), Nuance
Communications, Inc. (“Nuance”) successor-in-interest to Philips Speech Recognition Systems GmbH
(“PSP”), is dated November 10, 2009 (the “Amendment Effective Date”). Capitalized terms not
otherwise defined in this Amendment shall have the meanings given to them in the Agreement (as that
term is defined below).
BACKGROUND
WHEREAS, MedQuist and PSP entered into that certain Licensing Agreement dated May 22, 2000 (as
amended by Amendment No.1 to Licensing Agreement dated January 1, 2002, Amendment No. 2 to
Licensing Agreement dated December 10, 2002, Amendment No.3 to Licensing Agreement dated August 10,
2003, Amendment 4 to Licensing Agreement dated September 1, 2004, Amendment No.5 to Licensing
Agreement dated December 30, 2005 and Amendment No.6 dated January 1, 2007 (hereinafter referred to
as the “Agreement’);
WHEREAS, Nuance, as successor in interest to PSP is assigned the rights and obligations of the
Agreement; and
WHEREAS, the parties desire to amend the Agreement as set forth herein.
AGREEMENT
NOW THEREFORE, in consideration of the mutual agreements and covenants contained herein and
for other good and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, it is mutually agreed and covenanted by and between the parties to this Amendment
No.7, as follows:
1. Amendment to Section 1. — Definitions.
| i) | Unless otherwise defined in this Amendment No. 7, capitalized terms used in this Amendment No. 7 shall have the meanings given to them in the Agreement. |
| 2. | Section 7.1 of the Agreement is stricken in entirety and restated as follows: |
“7.1 Initial Term and Renewal Terms. Unless earlier terminated pursuant to this Section 7,
this Agreement shall, when signed by duly authorized representatives of both parties,
remain valid as follows:
7.1.1 This Agreement shall become effective on the Effective Date and continue until June
30, 2015 (the “Initial Term”).
7.1.2 Following the Initial Term, and subject to Section 7.1.3 and 7.1.4, the Agreement may
be renewed, for two (2) successive terms of five (5) years each (each a “Renewal Term”). To
renew the Agreement for each Renewal Term, MedQuist must indicate its intent to renew the
Agreement by providing a written notice to Nuance, to be provided no
less than six (6) months prior to the end of the then-current Initial Term or Renewal Term
(each a “Notice Period”).
7.1.3 The parties agree that the same terms and conditions of this Agreement in effect at
the end of the then-current Initial Term or Renewal Term, will apply upon a renewal of this
Agreement as provided herein, except for the pricing (ASR Line Rate) for the Licensed
Product and any Services, which new pricing must be determined and agreed to in writing by
the parties, based upon Nuance’s standard market prices for the Licensed Product Fees and
Services, in effect at the end of the then-current Initial Term or Renewal Term.
7.1.4 The parties shall negotiate new pricing upon receipt of MedQuist’s written notice by
Nuance pursuant to Section 7.1.2. In the event that, within thirty (30) days
following MedQuist providing Nuance with written notice of MedQuist’s intent to renew
pursuant to Section 7.1.2, (i) Nuance does not respond to such notice, or (ii) the parties
are unable to agree in writing to new pricing as per Section 7.1.3 for the Licensed Product
and any Services for the proposed Renewal Term, this Agreement will terminate on the date
that is two (2) years from the end of the then current Initial Term, or Renewal Term (the
“Termination Period”). During the Termination Period, all terms and conditions of this
Agreement in effect at the end of the then-current Initial Term or Renewal Term, will
continue to apply.”
| 3. | Section 7.2.3 is stricken in its entirety. | |
| 4. | Facsimile Signature; Counterparts. This Amendment may be executed by facsimile and in two or more counterparts, each of which shall constitute one and the same instrument. | |
| 5. | Except as amended by this Amendment No. 7, the Agreement shall continue in full force and effect. |
IN WITNESS WHEREOF, MedQuist and Nuance have executed this Amendment No. 7 as of the Amendment
Effective Date by their duly authorized representatives.
SO AGREED AND SIGNED:
| MEDQUIST INC. | NUANCE COMMUNICATIONS, INC. | |||||||||
By:
|
/s/ Xxxxx Xxxxxxxxx | By: | /s/ Xxxxxxx X. Xxxxx | |||||||
| Name: Xxxxx Xxxxxxxxx Title: President & CEO |
Name: Xxxxxxx X. Xxxxx Title: Vice President, Finance |
|||||||||
| Date: November 10, 2009 | Date: November 10, 2009 | |||||||||
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