Exhibit 10.3
AMENDMENT NO. 2.
TO
LICENSE AGREEMENT
This Amendment No. 2 to License Agreement (this "Amendment No. 2") is
entered into as of December 20, 2001, by and between Majesco Sales, Inc.
("Licensee"), with offices at 000 Xxxxxxx Xxxxxx Xxxxxxx, Xxxxxx, Xxx Xxxxxx
00000, and Activision Publishing, Inc. ("Activision"), a Delaware corporation,
with offices at 0000 Xxxxx Xxxx Xxxxxxxxx, Xxxxx Xxxxxx, Xxxxxxxxxx 00000.
A. Activision and Licensee entered into that certain License
Agreement dated as of June 30, 2000 relating to the license by
Activision to Licensee of rights to convert Activision's
entertainment software product entitled Soldier of Fortune for use
on the Sony PlayStation 2 video game console (the "SOF
Agreement"), that License Agreement dated as of September 29, 2000
relating to the licenses by Activision to Licensee of rights to
convert Activision's entertainment software product entitled Star
Trek Voyager, Elite Force for use on the Sony PlayStation 2 video
game console (the "Elite Force Agreement"), and that License
Agreement dated as of October 1, 2000 relating to the license by
Activision to Licensee of rights to convert Activision's
entertainment software product entitled Pitfall; The Mayan
Adventure for use on the Nintendo Game Boy Advance handheld video
game system (the "Pitfall Agreement") (the SOF Agreement, the
Elite Force Agreement and the Pitfall Agreement are collectively
referred to herein as the "Agreements"), and, with respect to all
of the Agreements, the right to develop, manufacture, advertise,
promote, distribute and sell such converted entertainment software
products throughout the world.
B. The Agreements prohibit Licensee from sublicensing to a third
party the rights granted to Licensee by Activision.
C. The parties entered into Amendment No. 1 to License Agreement
dated as of June 28, 2001 ("Amendment No. 1"), which amended each
of the Agreements and pursuant to which Activision granted
Licensee the right to sublicense the rights granted to Licensee by
Activision under (1) the SOF Agreement and the Elite Force
Agreement to EON (as defined in Amendment No. 1), and (2) the
Pitfall Agreement to THQ (as defined in Amendment No. 1).
D. The parties now desire to further amend the SOF Agreement and the
Elite Force Agreement to replace EON as a permitted sublicensee
with another third party, subject to the terms and conditions of
this Amendment No. 2.
The parties hereby amend the SOF Agreement and the Elite Force
Agreement as follows:
1. Right to Sublicense/Replace EON With Codemasters. Notwithstanding
Section 1.2(a) of the SOF Agreement and the elite Force Agreement,
Activision hereby grants to Licensee the right to sublicense the rights
granted to Licensee by Activision under the SOF
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Agreement and the Elite Force Agreement to The Codemasters Software
Company ("Codemasters"), whose principal place of business is at Xxxxx
Xxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxx, Xxxxxxxxxxxx, XX00-0XX Xxxxxx
Xxxxxxx. The parties acknowledge and agree that Codemasters shall
replace EON as a permitted sublicensee under the SOF Agreement end the
Elite Force Agreement and that EON shall no longer be a permitted
sublicensee under either of such Agreements. For the avoidance of
doubt, Licensee shall not be permitted to sublicense its rights under
the SOF Agreement and the Elite Force Agreement to any party other than
Codemasters without Activision's and its licensors' prior written
approval. The parties agree that, in the event that either Licensee
fails to reach an agreement with Codemasters with respect to the
sublicense of the rights under the SOF Agreement and the Elite Force
Agreement or Codemasters ceases to distribute units of the Product
pursuant to such sublicense rights, Activision's approval of a new
sublicensee to replace Codemasters shall not be unreasonably withheld
(for the avoidance of doubt, the parties acknowledge and agree that (a)
Activision's disapproval of a sublicense to a direct competitor of
Activision shall not be deemed to be unreasonable and (b) the approval
of Activision's licensors may be withheld in each of such licensors
sole discretion) and in no event shall any Advance in excess of that
set forth in Section 3 below be required. Nothing in this Amendment No.
2 or the Agreement shall prevent Codemasters or any other permitted
sublicensee of Majesco from utilizing Independent distributors or sales
agents in the distribution of the units of the Product, provided that
such Independent distributors and sales agents are not engaged in the
business of publishing entertainment software products and their sole
purpose is to facilitate distribution of units to retail outlets.
2. Territory for Codemasters. Licensee shall be permitted to sublicense
its rights under the SOF Agreement and the Elite Force Agreement to
Codemasters only with respect to the countries and/or territories
specifically set forth in Exhibit A2 attached hereto. Licensee shall
not be permitted to sublicense such rights under the SOF Agreement or
the Elite Force Agreement with respect to North America or any other
part of the Territory without Activision's prior written approval.
3. Additional Advance. Pursuant to Amendment No. 1 Licensee agreed to pay
Activision an additional nonrefundable, recoupable Advance in the total
amount of (****) in consideration of the sublicense rights granted to
Licensee by Activision with respect to EON and the SOF Agreement and
the Elite Force Agreement (i.e., (****) per each Agreement). In
consideration of the further rights granted to Licensee pursuant to
this Amendment No. 2 with respect to Codemasters and the SOF Agreement
and the Elite Force Agreement, Licensee agrees to pay Activision an
additional non-refundable Advance in the amount of (****), in addition
to the (****) payable under Amendment No. 1, bringing the total
additional non-refundable, recoupable Advance due and payable by
Licensee with respect to the sublicense of rights under the SOF
Agreement and the Elite Force Agreement to (****). The parties
acknowledge and agree that Licensee has already made a payment to
Activision in the amount of (****) pursuant to Amendment No. 1, thus
leaving a total balance due of (****). Licensee agrees to pay
Activision such remaining balance due of (****) via wire transfer
within one (1) business day of execution of this Amendment No 2. The
parties further acknowledge and agree that the (****) total additional,
non-refundable, recoupable Advance due and payable by Licensee shall be
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recoupable only from the Royalties due and payable by Licensee to
Activision pursuant to Section 4 of this Amendment No. 2 pertaining to
sales or licenses of units of the Product by Codemasters, and shall
expressly not be recoupable on a cross-collateralized basis with
respect to any other Royalties due end payable by Licensee to
Activision under the SOF Agreement and the Elite Force Agreement.
4. Royalties Due From Sales by Codemasters. Notwithstanding the Royalty
percentages set forth in Schedule D of the SOF Agreement and the Elite
Force Agreement or Section 3 of Amendment No. 1, Licensee shall pay
Activision Royalties equal to (****) of any and all sums invoiced by
or otherwise due and payable to Licensee (including any advance or
guarantee payments and royalties), regardless of the actual time of
receipt or collection by Licensee, with respect to the rights granted
to Codemasters pursuant to this Amendment No. 2 and from sales or
licenses of units of the Product by Codemasters pursuant to the
sublicense rights granted under this Amendment No 2; provided, however,
that in no event shall Royalties payable to Activision for sales and
licenses of units of the Product be less than (****) per unit. No
Royalties shall be due and payable to Activision until such time as
Licensee has fully recouped the (****) additional Advance set forth in
Section 3 above.
5. General Conditions. Capitalized terms used in this Amendment No. 2 and
not otherwise defined herein shall have the meanings respectively
ascribed to such terms under the SOF Agreement, the Elite Force
Agreement and Amendment No. 1. Unless otherwise stated herein, the
parties agree that all of the terms and conditions contained in the SOF
Agreement, the Elite Force Agreement and Amendment No. 1 (expressly
including those terms amending the Pitfall Agreement) shall remain in
full force and effect and shall be equally applicable to this Amendment
No. 2 (including, without limitation, Activision's (and its
licensors'), and Sony's approval rights with respect to the Product,
and any version or localization thereof created and developed by
Codemasters, as set forth in Sections 2.5 and 2.6 of the SOF Agreement
and Sections 2.5 and 2.7 of the Elite Force Agreement.
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(*) Confidential portion omitted and filed separately with the Securities
Exchange Commission.
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EXHIBIT A2
TERRITORY FOR CODEMASTERS
Andorra Ireland Qatar
Armenia Israel Romania
Australia Italy Russian Federation
Austria Jordan San Marino
Azerbaijan Kazakhstan Saudi Arabia
Bahrain Kenya Serbia
Xxxxxxx Xxxxxx Xxxxxxxx
Xxxxxxx Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxxxxx Lebanon Somalia
Botswana Liechtenstein South Africa and Namibia
Bulgaria Lithuania Spain
Croatia Luxembourg Sweden
Cyprus Macedonia Swaziland
Czech Republic Madagascar Switzerland
Denmark Malta Tanzania
Djibouti Mauritius Tunisia
Egypt Moldavia Turkey
Estonia Monaco Turkmenistan
Ethiopia Morocco Ukraine
Finland Mozambique United Arab Emirates
France Netherlands United Kingdom
Georgia New Zealand Uzbekistan
Germany Nigeria Vatican
Gibraltar Norway Yemen
Greece Oman Zambia
Hungary Poland Zimbabwe
Iceland Portugal
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the date specified below.
ACTIVISION: LICENSEE:
ACTIVISION PUBLISHING, INC. MAJESCO SALES, INC.
By: By:
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