EXHIBIT 10.10
TECHNOLOGY LICENSE AGREEMENT
THIS AGREEMENT is made and entered into this 15th day of April, 1996 (the
"Effective Date"), by and between:
MPATH INTERACTIVE, INC., a corporation organized and existing under the
laws of Delaware, with its principal place of business at 00000-X
Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000 ("Mpath"), and
SEGASOFT, INC., a corporation organized and existing under the laws of
Delaware, with its principal place of business at 000 Xxxxxxxxx Xxxxx,
Xxxxx 000, Xxxxxxx Xxxx, Xxxxxxxxxx 00000 ("SegaSoft").
W I T N E S S E T H
WHEREAS, Mpath has developed certain proprietary information and
technology to establish an Internet-based software platform that provides
real-time system response and interactive speech in an on-line,
multi-participant environment capable of hosting a variety of interactive
applications;
WHEREAS, Mpath is willing to grant to SegaSoft, and SegaSoft wishes to
acquire, a license to utilize such proprietary information and technology to
support multi-participant interactive applications under the terms and
conditions set forth below; and
WHEREAS, the parties believe that mutual cooperation and coordination
of development efforts with respect to the proprietary information and
technology will serve their mutual interests;
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and conditions provided for below, the parties mutually agree as
follows:
1 Definitions
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1.1 "Additional Technology" shall mean and include the MCAP Protocol
and all other data, information, software, or other technology as
specified in Attachment A hereto, and all Improvements thereto
developed by Mpath during the term of this Agreement, as well as
all related Technical Documents.
1.2 "Affiliate" shall mean and include any entity or association
controlled by, controlling, or under common control with a party
to this Agreement. For the purposes of this definition, the term
"control" shall mean the ownership of
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voting stock or other equity interest entitling the owner to
exercise at least [XXXXX] of the voting rights of the entity or
association.
1.3 "Client Software" shall mean the source code and object code of
Mpath's Client Software as specified in Attachment A hereto, and
all Improvements thereto developed by Mpath during the term of
this Agreement, including all versions of Mpath's Client Software
for any platform which is either (i) made generally commercially
available by Mpath or (ii) developed and ported by Mpath, at the
specific request of SegaSoft, to a platform not otherwise made
generally commercially available by Mpath, as well as all related
Technical Documents.
1.4 "Confidential Information" shall mean and include any and all
data and information not in the public domain, including, without
limitation, know-how and trade secrets, relating to, contained
in, or embodied in: (i) the Licensed Technology or (ii) the
products, services, business, and/or affairs of either Mpath or
SegaSoft. Confidential Information may be communicated orally,
visually, in writing, or in any other recorded or tangible form.
All data and information shall be considered to be Confidential
Information hereunder (a) if either party has marked them as
such, (b) if either party, orally or in writing, has advised the
other party of their confidential nature, or (c) if, due to their
character or nature, a reasonable person in a like position and
under like circumstances would treat them as confidential.
1.5 "Improvements" shall mean and include any modifications,
upgrades, improvements, extensions, including, without
limitation, major, minor and maintenance releases, to or for the
Licensed Technology which are made generally commercially
available during the term of this Agreement, as well as all
related Technical Documents. To the extent such Improvements are
made by third parties with the rights to such Improvements being
granted to Mpath or SegaSoft, such Improvements will only be
considered Improvements for purposes of this Agreement if they
can be sublicensed by the party on whose behalf such Improvements
were developed.
1.6 "Licensed Purpose" shall mean the development and operation of
wide area information processing networks for interactive multi-
player games incorporating the Licensed Technology. Subject to
negotiation of mutually acceptable royalty schedules, interactive
multi-user applications for "edutainment" purposes shall also be
included in the Licensed Purpose. The Licensed Purpose shall
likewise include any additional fields of use which are agreed to
by the parties pursuant to Article 5.5.
1.7 "Licensed Technology" shall mean the Client Software, Server
Software, and Additional Technology as specified in Attachment A
hereto.
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1.8 "SegaSoft Developers" shall mean those third parties who have
independently contracted with SegaSoft to develop or port
software and related technology for the exclusive use of
SegaSoft, and who have entered into a binding written agreement
prohibiting them from (i) disclosing any Confidential Information
to any other party, (ii) using any Confidential Information for
the development or porting of software and related technology for
any purposes other than the Licensed Purpose; and (iii)
sublicensing the Licensed Technology.
1.9 "Server Software" shall mean the source code and object code of
Mpath's Game Server Software and Central Server Software as
specified in Attachment A hereto, and all Improvements thereto
developed by Mpath during the term of this Agreement, including
all versions of Mpath's Game Server Software and Central Server
Software for any platform which is either (i) made generally
commercially available by Mpath, or (ii) developed and ported by
Mpath, at the specific request of SegaSoft, to a platform not
otherwise made generally commercially available by Mpath, as well
as all related Technical Documents.
1.10 "Technical Assistance" shall mean and include that technical
assistance to be provided by Mpath to SegaSoft as more fully
described under Article 4.
1.11 "Technical Documents" shall mean Mpath's technical information in
any form, documentary, electronic or otherwise, including
technical specifications, which are generally used by Mpath
personnel internally in connection with the Licensed Technology
and the Improvements thereto.
2 Grant and Scope of License
--------------------------
2.1 Mpath grants to SegaSoft, and SegaSoft accepts from Mpath, a
worldwide, non-exclusive, royalty-bearing license to use, copy,
distribute, sell, market, develop, modify, sublicense, localize,
and incorporate into other software products, the Licensed
Technology solely for the Licensed Purpose, subject to the
following terms and restrictions:
2.1.1 The Licensed Technology shall be distributed in object
code form only, provided that SegaSoft shall have the
right to distribute, deploy, and load the object code of
the Server Software onto servers owned, leased, or
otherwise controlled by SegaSoft, and as otherwise
specifically provided for in this Article 2.
2.1.2 The source code of the Licensed Technology may not be
made available to any person, firm, or entity without the
prior written consent of Mpath, provided that
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(a) SegaSoft employees shall have full access to the
source code of the Licensed Technology for internal
use;
(b) SegaSoft Developers who are porting the Licensed
Technology to a platform not made generally
commercially available by Mpath shall have access
to the source code of the Licensed Technology
solely for the purpose of such porting for the
Licensed Purpose; and
(c) SegaSoft Developers who are developing games shall
only have access to those source code portions of
the Licensed Technology which are contained in the
then-current Mpath Software Development Kit and
relating to the Licensed Technology for the
Licensed Purpose.
2.1.3 SegaSoft shall not distribute or sublicense the object
code or source code of the Server Software to any third
party which owns or operates an on-line Internet-based
multi-player gaming service. SegaSoft shall include
contractual prohibitions, in agreements with third
parties relating to the Licensed Technology, which
likewise restrict such third party from distributing or
sublicensing the object code or source code of the Server
Software to any third party which owns or operates an on-
line Internet-based multi-player gaming service.
2.2 The rights granted to SegaSoft are non-assignable and non-
transferrable provided that SegaSoft may freely transfer or
assign any and all rights and obligations under this Agreement to
any of its Affiliates, without the prior written consent of Mpath
so long as (i) such Affiliate(s) agrees in writing to be bound by
this Agreement, and (ii) SegaSoft or the Affiliate(s) gives Mpath
notice of any such assignment or transfer. In the event of such
assignment or transfer pursuant to this Article 2.2, SegaSoft
agrees to guarantee the performance by such Affiliate(s) of its
obligations under this Agreement.
2.3 Except as specifically provided for pursuant to this Article 2,
SegaSoft shall have no rights to sublicense the Licensed
Technology.
2.4 At any time after thirty (30) calendar days after the Effective
Date, within ten (10) business days after receiving written
notice from SegaSoft (such notice may be given as early as twenty
(20) calendar days after the Effective Date), Mpath shall deliver
to SegaSoft the Licensed Technology by remote telecommunications,
unless not commercially practicable, to a place of business
specified by SegaSoft provided that Improvements developed by
Mpath shall be delivered promptly as developed by Mpath. Mpath
shall assist SegaSoft as reasonably necessary in installing the
Licensed Technology onto SegaSoft's
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computer system. Installation and delivery shall be complete only
after SegaSoft has completed all applicable diagnostic tests and
determined to its sole satisfaction that the Licensed Technology
and any Improvements is functioning properly on its computer
system. SegaSoft shall not acquire a copy of the Licensed
Technology or any Improvement in any tangible form from Mpath
subject to the foregoing.
3 Royalties
---------
3.1 With regard to royalties payable to Mpath by SegaSoft, there
shall be [XXXXX] per copy royalty or other per copy charge,
[XXXXX] lump-sum advance payment requirement, and [XXXXX]
guaranteed minimum royalty payment.
3.2 With regard to 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 [XXXXX]. 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.
3.2.1 For purposes of this Article 3.2, "Net Revenue" shall be
calculated as Includable Revenue less Includable
Expenses. Net Revenue shall not include (i) [XXXXX] or
(ii) [XXXXX].
(a) "Includable Revenue" shall mean and include the
amounts invoiced to the following sources:
(i) [XXXXX]
(ii) [XXXXX]
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(iii) [XXXXX]
(b) "Includable Expenses" shall mean and include all of
the following amounts:
(i) [XXXXX]
(ii) [XXXXX]
3.2.2 The parties agree that the royalty rates in Attachment B
are based on a business model that assumes [XXXXX]
("Standard Business Model") as set forth in Attachment C.
The Standard Business Model is [XXXXX]
(a) If, at its discretion, SegaSoft deviates from the
Standard Business Model described above and such
deviation results in a reduction of Net Revenue in
any particular calendar quarter such that the
percentage of Net Revenue drops more than [XXXXX]
as compared with the projected Net Revenue for such
quarter under the Standard Business Model, then
SegaSoft agrees to adjust the royalty rates for the
applicable reporting period so that the royalties
payable to Mpath for such reporting period do not
fall below [XXXXX] of the royalties which would
have been payable to Mpath had SegaSoft continued
using the Standard Business Model.
(b) Notwithstanding Article 3.2.2(a) above, if SegaSoft
implements a material change in its business model
that materially deviates from the Standard Business
Model, and such change is made in response to a
material change in the business model of Mpath,
then, at SegaSoft's sole discretion, the parties
shall, within thirty (30) calendar days, negotiate,
in good faith, mutually acceptable royalty rates
which shall apply under such new business model
and, after agreement upon new royalty rates,
SegaSoft shall not be obligated to adjust royalty
rates under Article 3.2.2(a) above.
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3.2.3 If, [XXXXX], SegaSoft [XXXXX], then SegaSoft shall adjust
the royalty rates in Attachment B for the applicable
royalty period so that the royalties payable by SegaSoft
to Mpath are equivalent to the royalties which would have
been paid by SegaSoft to Mpath [XXXXX] provided that,
[XXXXX], SegaSoft may [XXXXX]
(a) Notwithstanding Article 3.2.3 above, SegaSoft shall
not be obligated to adjust the royalty rates or Net
Revenue [XXXXX]. Such [XXXXX] may, at SegaSoft's
sole discretion, be [XXXXX] (i) [XXXXX], or
(ii) [XXXXX].
3.3 The terms, conditions, and amount of royalties payable by
SegaSoft to Mpath pursuant to this Article 3 shall be no less
favorable than the terms, conditions, and amounts of royalties
pursuant to any agreement concluded between Mpath and any third
party for the Licensed Technology, any portion thereof, or
reasonably similar technology provided that Mpath is granting to
a third party rights to the Licensed Technology for the purpose
of developing and operating wide area information processing
networks for interactive multi-player games incorporating the
Licensed Technology or for any other Licensed Purpose.
3.4 All royalties payable by SegaSoft to Mpath pursuant to this
Article 3 shall be paid on a quarterly basis within [XXXXX] after
the close of the calendar quarter to which such royalties relate.
3.4.1 SegaSoft shall provide a report stating (i) the Net
Revenue received by SegaSoft during the quarter, broken
down by the categories of Includable Revenue and
Includable Expenses; (ii) the number of subscribers at
the beginning of the quarter and the end of the quarter;
and (iii) such other information as is reasonably
necessary to explain the calculation of the royalty
payment for the quarter. SegaSoft shall deliver this
report to Mpath with the actual payment of royalties
pursuant to this Article 3.
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3.4.2 SegaSoft shall keep and maintain detailed and accurate
books and records with regard to the royalties payable
under this Agreement and the calculation thereof. Mpath,
or upon the request of Mpath, its certified public
accountants (who shall be reasonably acceptable to
SegaSoft), shall be entitled to review and audit such
books and records and/or compliance with this Article 3.4
during normal business hours upon reasonable notice to
SegaSoft and at Mpath's expense; provided that (i) Mpath
or, if Mpath requests, its certified public accountants,
shall collectively have such right only once per
calendar year for the calendar year in which the request
is made and for the immediately preceding calendar year;
(ii) such books and records as well as any and all
information resulting from such review or audit is
Confidential Information subject to Article 10 below;
(iii) SegaSoft shall bear the reasonable expenses of such
audit or review if such audit or review shows that
SegaSoft has made an underpayment of greater than ten
percent (10%)of royalties for the applicable audit
period; and (iv) SegaSoft may schedule such review and
audit at a mutually convenient time, but in no event more
than 45 days following receipt of the notice from Mpath
or its certified public accountants.
4 Technical Assistance
--------------------
4.1 Mpath will provide the following technical assistance to SegaSoft
for use of the Licensed Technology relating to the operation of
an on-line game service:
4.1.1 Mpath will develop and provide to SegaSoft, [XXXXX], bug-
fixes relating to the Licensed Technology. Mpath will
make commercially reasonable efforts to develop such bug-
fixes based on their severity. Mpath will develop and
provide to SegaSoft bug-fixes for substantial bugs as
soon as commercially practicable and Mpath will develop
and provide bug-fixes for less substantial bugs within a
reasonable period.
(a) SegaSoft shall be under no obligation to
incorporate any bug-fixes provided by Mpath
pursuant to this Article 4.1.1.
(b) At SegaSoft's sole discretion, SegaSoft shall use
commercial reasonable efforts to incorporate for
the general use of its subscribers any bug-fixes,
provided by Mpath pursuant to this Article 4.1.1,
as soon as possible after receipt from Mpath, but
in any event such bug-fixes shall be incorporated
within [XXXXX] after receipt thereof.
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(c) If SegaSoft does not so incorporate any bug-fixes
within the period specified in article 4.1.1(b)
above, then SegaSoft agrees to waive Mpath's
obligations under Article 12 with respect to
liability arising from any defect of or computer
virus embedded within the Licensed Technology which
would not have otherwise been incurred but for
SegaSoft's refusal to incorporate such bug-fix.
Except as expressly set forth above, such limited
waiver shall not affect Mpath's continuing
indemnity obligations under Article 12.
4.1.2 Upon prior approval by the management of both Mpath and
SegaSoft, (i) Mpath will provide on a fee basis other
technical assistance such as set-up, installation and
operation of the Licensed Technology, and (ii) SegaSoft
shall compensate Mpath for these services at the rate of
[XXXXX].
4.1.3 At the request of SegaSoft, Mpath will port the Licensed
Technology to any platform identified by SegaSoft,
subject to (i) availability of resources of Mpath and
SegaSoft, (ii) such porting being in the mutual
beneficial interest of the parties, and (iii) payment by
SegaSoft of fair and reasonable compensation to be
negotiated in good faith among the parties.
(a) If Mpath ports the Licensed Technology to the
platform identified by SegaSoft[XXXXX], then such
ported version shall be considered Improvements
developed by Mpath and shall be subject to the
provisions of Article 6.3 below.
(b) If SegaSoft pays [XXXXX] for such porting, then
such ported version of the Licensed Technology
shall be considered Improvements developed by
SegaSoft and shall be subject to the provisions of
Article 6.4 below. Mpath shall have no right to use
such ported version of the Licensed Technology
until and unless SegaSoft grants Mpath such rights
under Article 6.4.
(c) If Mpath and SegaSoft [XXXXX] of such porting, then
the parties shall negotiate in good faith the
respective rights and interests in such ported
version, and any royalty rates payable by Mpath to
SegaSoft for use thereof, if any.
4.2 Mpath is not obligated to provide technical assistance for uses
of the Licensed Technology which are unrelated to the operation
of an on-line game service unless the parties negotiate mutually
agreeable terms for such technical assistance.
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4.3 Mpath is under no obligation to provide technical assistance with
respect to Improvements which are developed by SegaSoft.
4.4 If SegaSoft declines to incorporate Improvements supplied by
Mpath, then, after [XXXXX] from the date Mpath supplied such
Improvements to SegaSoft, Mpath's technical assistance
obligations under this Article 4 shall lapse with respect to that
portion of the Licensed Technology to which such Improvements
relate and SegaSoft agrees to waive Mpath's obligations under
Article 12 with respect to liability arising from the Licensed
Technology which would not have otherwise been incurred but for
SegaSoft's refusal to incorporate such Improvements.
5 Quarterly Coordination Meetings
-------------------------------
5.1 The parties agree that it is beneficial to hold meetings between
senior technical and business personnel of Mpath and SegaSoft to
review the technical and business status of the Licensed
Technology and any Improvements thereto and to resolve any issues
which have arisen in connection therewith ("Quarterly
Coordination Meetings").
5.2 Both Mpath and SegaSoft shall appoint appropriate persons to act
as Business Liaison and Engineering Liaison. These persons,
together with any other employees of either party whose presence,
in the opinion of the employing party, is deemed necessary or
beneficial, shall be present at the Quarterly Coordination
Meetings.
5.3 Quarterly Coordination Meetings shall be held between thirty (30)
and sixty (60) days after the close of each calendar quarter, or
at such other time as the parties shall agree. The Quarterly
Coordination Meetings shall be held, on an alternating basis, at
Mpath's headquarters and SegaSoft's headquarters, or at such
other place as the parties shall agree.
5.4 The representatives of the parties shall discuss at the Quarterly
Coordination Meeting the technical status and business status of
the Licensed Technology and Improvements. The parties shall
review the technical status of on-going Improvements, projected
development activities relating to the Licensed Technology, and
any technology interchange issues. The parties shall discuss ways
in which the parties may market and develop the Licensed
Technology in a manner of mutual benefit to the parties.
5.5 The representatives of the parties agree to discuss the expansion
of the Licensed Purpose to include additional fields of use not
otherwise covered under the
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Licensed Purpose and, if the parties agree it is in their mutual
interest, the parties shall commence negotiation of the terms,
conditions, and royalty rates for such expansion provided that
the parties shall not be obligated to agree to any such
expansion.
5.6 The representatives of the parties shall discuss at the Quarterly
Coordination Meeting ways to exploit the Licensed Technology in
[XXXXX]. The parties shall negotiate mutually acceptable terms
and conditions under which SegaSoft, or SegaSoft in cooperation
with Mpath, will exploit the Licensed Technology in [XXXXX], such
exploitation to include the rights to (i) distribute the source
code of the Licensed Technology to a third party if necessary for
the purpose of localization for the [XXXXX] market and (ii)
sublicense the right to distribute, deploy and load the object
code of the Server Software to a third party, provided that such
third party has entered into a binding written agreement
prohibiting them from (a) disclosing any Confidential Information
to any other party, and (b) sublicensing the Licensed Technology.
5.7 Although the parties agree to consider the ideas of the other,
each party shall retain sole and exclusive control over its
business and technical development.
5.8 The parties agree that all communications and materials disclosed
during the Quarterly Coordination Meetings constitute
Confidential Information. The parties shall take reasonable steps
to document the Confidential Information disclosed during such
Meetings to assist in the protection and enforcement of the
proprietary interest of the disclosing party in such Confidential
Information.
5.9 The representative of Mpath shall certify in writing at each
Quarterly Coordination Meeting that Mpath has complied with all
its obligations under Article 6.3 below.
6 Improvements
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6.1 Both Mpath and SegaSoft may make, or SegaSoft may cause to be
made by SegaSoft Developers, Improvements to the Licensed
Technology during the term of this Agreement.
6.2 When reasonable and practicable, any Improvements developed by
SegaSoft directly, or which SegaSoft has caused to be developed
by SegaSoft Developers, will be maintained in source files
separate from Mpath source files, so that separate source trees
and build environments can be maintained to the maximum extent
reasonably possible.
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6.3 Any and all Improvements developed by Mpath which are intended
for general commercial use or release shall be made available to
SegaSoft [XXXXX].
6.3.1 At the Quarterly Coordination Meeting pursuant to Article
5 above, Mpath shall deliver to SegaSoft those
Improvements intended for general commercial use or
release.
(a) Mpath shall provide such Improvements in the then-
current version to SegaSoft at least [XXXXX] prior
to its expected commercial use or release of such
Improvements or the commercial use or release of
products which incorporate such Improvements.
(b) If the period between conception of such
Improvements and the date of expected general
commercial use or release of such Improvements is
less than [XXXXX], then Mpath shall provide such
Improvements to SegaSoft at the earliest
practicable time after conception of such
Improvements. Mpath shall indicate for all
delivered versions the stage of development,
projected completion date, and date of expected
general commercial use or release. Notwithstanding
that versions of developments are supplied to
SegaSoft pursuant to this Article 6.3.1, Mpath
shall in any case provide the final version of all
Improvements to SegaSoft in a reasonably prompt
manner.
6.3.2 Thereafter, all such Improvements shall be deemed to be
included in the Licensed Technology and SegaSoft's use
thereof shall be governed by the terms and conditions of
this Agreement.
6.3.3 Mpath shall provide SegaSoft with reasonable Technical
Assistance in the use of such Improvements pursuant to
Article 4 at [XXXXX] charge provided that pre-commercial
release or use versions of Improvements referenced in
Article 6.3.1 above shall not be eligible for Technical
Assistance except as determined by Mpath at its sole
discretion.
6.4 SegaSoft shall notify Mpath of any Improvements which are
developed by SegaSoft, or which SegaSoft causes to be developed,
which constitute a significant new feature not earlier included
in the Licensed Technology. SegaSoft agrees to enter into
negotiations to offer the right to use such Improvements to Mpath
under a license agreement.
6.4.1 Mpath shall have no obligation to acquire the rights to
any SegaSoft Improvements. If Mpath desires to license
the SegaSoft Improvements, the parties shall negotiate in
good faith the terms and conditions for such
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license. SegaSoft may limit the license of the SegaSoft
Improvements to the Licensed Purpose. In consideration
for these rights to the SegaSoft Improvements, Mpath will
pay to SegaSoft [XXXXX].
6.4.2 Upon request of the other party, each party will execute
and deliver to the other party such additional agreements
or instruments as may be necessary or appropriate to
document the rights and obligations of the parties with
respect to any SegaSoft Improvements licensed to SegaSoft
pursuant to this Article 6.4.
6.4.3 To the extent that (i) SegaSoft develops non-significant
features relating to the Licensed Technology and (ii)
discloses such features to Mpath, then SegaSoft shall
grant Mpath an option to acquire all rights and interests
in such features from SegaSoft to Mpath at [XXXXX]
charge. If Mpath exercises such option, then such
features shall be considered Improvements developed by
Mpath and shall be deemed to be included in the Licensed
Technology.
7 Display of Logo
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7.1 Mpath agrees to place the SegaSoft on-line service logo supplied
by SegaSoft on the following media when such media is used to
promote the Mpath platform: (i) print advertising, and (ii) Web
sites.
7.2 SegaSoft shall place the following logos supplied by Mpath on the
following media when such media is used to promote the following
products:
========================================================================================================
PRODUCT LOGO MEDIA
--------------------------------------------------------------------------------------------------------
Sega on-line service Mpath platform logo print advertising and
Web sites
--------------------------------------------------------------------------------------------------------
Games developed by or for SegaSoft that are Mplayer logo print advertising and
offered on the Mpath on-line service retail packaging of such
games
=========================================================================================================
7.3 The above logo placements shall be at no charge to the party
whose logo is being displayed. The displaying party shall display
such logo(s) in accordance with such party's logo use practices
and in a size and placement which is reasonable and consistent
with general customary practice.
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8 Game Development
----------------
SegaSoft will develop, or have developed, at least [XXXXX] games in
each [XXXXX] period commencing [XXXXX]. Such games shall be based on or
incorporate the Licensed Technology and shall be of a quality which is
reasonably commensurate with SegaSoft's other games which are based on
or incorporate the Licensed Technology. SegaSoft shall provide the
[XXXXX] games required under this Article 8 no later than [XXXXX].
SegaSoft shall grant Mpath a license to such games for use on the Mpath
on-line Internet game service upon conclusion of a royalty-bearing
license agreement, the terms and conditions of which shall be similar
to Mpath's then-standard content developer license agreement for games
based on or incorporating the Licensed Technology.
9 Sale of Licensed Technology
---------------------------
9.1 If Mpath desires to sell the proprietary rights to any portion of
the Licensed Technology, Mpath shall give notice to SegaSoft of
such proposed sale provided that this Article 9 shall not apply
where the sale of the Licensed Technology is in conjunction with
the sale of substantially all the assets of Mpath for which
shareholder approval is required. Such notice shall specifically
list the items of Licensed Technology which Mpath desires to sell
("Listed Licensed Technology"). Mpath shall deliver such notice
to SegaSoft at the time of commencing any discussions or
negotiations with any third party. If a third party instigates
discussions concerning the purchase of any portion of the
Licensed Technology, Mpath shall promptly notify SegaSoft of such
specific portions of the Licensed Technology being discussed.
9.2 SegaSoft shall, within [XXXXX] of the notice given by Mpath
pursuant to Article 9.1 above, notify Mpath whether it is
interested in purchasing any or all of the Listed Licensed
Technology.
9.3 If SegaSoft indicates to Mpath that it desires to purchase any or
all of the Listed Licensed Technology, the parties shall
negotiate in good faith the terms and conditions of such purchase
and sale. Senior executives of each party shall participate in
the negotiations and these negotiations shall continue for a
period no shorter than[XXXXX] unless an agreement can be reached
sooner.
9.4 If the parties fail to reach agreement on the terms and
conditions of a purchase and sale agreement for the Listed
Licensed Technology, then at any time in the [XXXXX] following
the conclusion of the negotiations between Mpath and SegaSoft,
Mpath may sell the Listed Licensed Technology to any third party,
provided that all of the Listed Licensed Technology is sold.
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9.5 If, after [XXXXX] from the conclusion of negotiations between
Mpath and SegaSoft pursuant to Article 9.4 above, (i) Mpath has
not executed a purchase and sale agreement for the Listed
Licensed Technology pursuant to Article 9.4 above and (ii) Mpath
subsequently desires to sell the Listed Licensed Technology, then
Mpath shall notify SegaSoft in the same manner as if Mpath were
proposing to sell such Listed Licensed Technology under Article
9.1 and the process described in this Article 9 shall apply.
9.6 The parties agree that any sale to any third party of the
Licensed Technology, or portion thereof, shall be subject to the
rights granted to SegaSoft pursuant to this Agreement.
10 Confidential Information
------------------------
10.1 Each party acknowledges the proprietary nature of the
Confidential Information and the business advantage and
opportunity provided thereby. Accordingly, each party agrees that
the Confidential Information it receives from the other will be
disclosed only to such of its employees (and independent
contractors, if permitted under the terms of this Agreement) who
have a need to know such particular information in furtherance of
their duties and are bound to an enforceable written agreement
prohibiting them from disclosing any such information to any
other party. Except as specifically provided for under this
Agreement, neither party shall disclose any Confidential
Information to any third party without the prior written consent
of the other party.
10.2 The provisions of this Article 10 shall not apply to data or
information disclosed by either party, if such information:
10.2.1 is in the possession of the receiving party as of the
Effective Date, independent of any disclosure by the
disclosing party, as evidenced by written documents in
existence prior to the date of any disclosure of such
information to the receiving party by the disclosing
party. Notwithstanding the foregoing sentence or any
provisions in this Agreement to the contrary, the Non-
Disclosure Agreement dated January 22, 1996 between the
parties hereto shall remain in full force and effect
after the Effective Date.
10.2.2 is or becomes available to the public, separate and apart
from any disclosures by the receiving party;
10.2.3 is required to be disclosed under applicable laws,
regulations, or orders of any governmental authority
(including, without limitation,
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the rules and regulations of the Securities and
Exchange Commission relating to the filing of exhibits
to filings required under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as
amended);
10.2.4 is learned by the receiving party from a third party
entitled to disclose such information, provided the
receiving party complies with any restrictions imposed
by the third party; or
10.2.5 is independently developed by the receiving party.
10.3 The parties shall (i) cooperate with each other prior to
releasing information concerning this Agreement and the
transactions contemplated hereby, (ii) furnish to the other
drafts of all press releases or other public announcements
relating thereto prior to publication, and (iii) obtain the
consent of the other party prior to the issuance of such press
releases or the release of any other public announcements
relating thereto. Notwithstanding the foregoing, either party may
disclose information concerning this Agreement and the
transactions contemplated hereby, including providing a copy of
this Agreement, in connection with the due diligence review of a
party by potential business partners, investors, or investment
bankers, to such entities and to their employees, agents,
attorneys and auditors, subject to appropriate confidentiality
restrictions.
11 Representations and Warranties
------------------------------
11.1 Mpath hereby represents and warrants that:
11.1.1 Mpath has developed certain trade secrets and other
intellectual property rights and know-how with respect
to the Licensed Technology and has taken all
commercially reasonable steps to protect its
inventions, including the filing and prosecution of
applications and registrations, patent and otherwise,
with appropriate governmental agencies, and the
safeguarding of its trade secrets.
11.1.2 Mpath owns or has all necessary right, title and interest
to the Licensed Technology to be provided by Mpath to
SegaSoft under this Agreement;
11.1.3 The grant of the licenses hereunder will not violate any
obligation of Mpath to any third party, and Mpath has
all requisite legal and corporate power to execute and
deliver this Agreement and to grant SegaSoft licenses
to the Licensed Technology;
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11.1.4 The Licensed Technology enables the operation of wide area
information processing networks for various
interactive, multi-user applications and the
performance and characteristics of the Licensed
Technology will substantially conform to the
specifications, if any, set forth in the Technical
Documents.
11.1.5 The Licensed Technology and Technical Documents and any
other such rights, materials, data and information made
available by Mpath to SegaSoft will be complete and
current versions which are in the possession of or
available to Mpath. The items transferred to SegaSoft
will in all material respects be identical to the
Licensed Technology and Technical Documents and other
such data, information and materials used by Mpath in
its utilization of the Licensed Technology;
11.1.6 The use by SegaSoft of the Licensed Technology for the
Licensed Purpose will not infringe the intellectual
property rights of any third party. Mpath does not make
any representations or warranties as to any
Improvements developed by SegaSoft or software made
available by SegaSoft.
11.2 SegaSoft hereby represents and warrants that SegaSoft has all
requisite legal and corporate power to execute and deliver this
Agreement.
12 Indemnity
---------
Subject to the limitation of liability in Article 13 below, Mpath shall
defend, indemnify and hold SegaSoft harmless against any and all
claims, demands, suits, proceedings, losses, liabilities, damages,
costs and expenses (including reasonable attorneys' fees) (collectively
"Liabilities") which are attributable to (a) any allegation that
SegaSoft's use, marketing or distribution of the Licensed Technology
pursuant to this Agreement infringes any other person's, firm's, or
entity's patent, copyright, trademark, trade secret or other
proprietary right, existing under the laws of any jurisdiction
worldwide, or (b) any defect of or computer virus embedded within the
Licensed Technology. Mpath shall further pay any costs and damages
finally awarded against SegaSoft which are attributable to any such
claim. Mpath's indemnification obligation is subject to the conditions
that (i) SegaSoft shall promptly have notified Mpath in writing of any
such claim; (ii) Mpath shall have had the ability to control the
defense and any settlement negotiations; and (iii) SegaSoft shall have
provided Mpath with all cooperation reasonably requested by Mpath.
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Furthermore, Mpath's indemnification obligation solely with respect to
subpoint (a) above shall be subject to the conditions that (i) Mpath
shall have the right to obtain a license on behalf of SegaSoft with
regard to the alleged infringement, or (ii) Mpath may design and
SegaSoft agrees to implement reasonable workarounds to avoid any
alleged infringement so long as such workarounds do not materially
effect the functionality or features of the Licensed Technology.
13 Limitation of Liability
-----------------------
13.1 EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE 11 ABOVE, NEITHER PARTY
GRANTS TO THE OTHER PARTY ANY WARRANTIES, EITHER EXPRESS OR
IMPLIED, AS TO THE LICENSED TECHNOLOGY, TECHNICAL DOCUMENTS,
IMPROVEMENTS, OR ANY OTHER MATERIALS, DATA OR SERVICES PROVIDED
HEREUNDER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
13.2 EXCEPT FOR A BREACH OF ARTICLES 11 OR 12, ABOVE, NEITHER PARTY
SHALL BE LIABLE UNDER ANY CONTRACT, STRICT LIABILITY, NEGLIGENCE
OR OTHER LEGAL OR EQUITABLE THEORY (EXCEPT THOSE BASED ON
INTENTIONAL OR GROSSLY NEGLIGENT TORTS) FOR ANY INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST
DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR
SERVICES. NEITHER PARTY SHALL BE ENTITLED TO INJUNCTIVE RELIEF
EXCEPT IN CASES OF BREACH OF THE CONFIDENTIALITY OBLIGATIONS
UNDER ARTICLE 10.
13.3 MPATH'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED
[XXXXX] PLUS THE TOTAL AGGREGATE AMOUNT OF ALL ROYALTIES ACTUALLY
PAID BY SEGASOFT TO MPATH PURSUANT TO ARTICLE 3 ABOVE.
14 Term and Termination
--------------------
14.1 This Agreement shall become effective on the Effective Date and
shall remain in force until terminated pursuant to this Article
14.
14.2 After [XXXXX] from the Effective Date, Mpath shall have the right
to terminate its obligations to provide Technical Assistance
under Article 4 of this Agreement, upon [XXXXX] written notice to
SegaSoft. Mpath may give notice of termination to SegaSoft
beginning [XXXXX] after the Effective Date.
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14.3 After [XXXXX] from the Effective Date, SegaSoft shall have the
right to terminate, upon [XXXXX] written notice of termination to
Mpath, all rights and obligations under this Agreement. SegaSoft
may give notice of termination to Mpath beginning [XXXXX] after
the Effective Date.
14.4 SegaSoft shall notify Mpath of its intent to discontinue use of
the Licensed Technology [XXXXX] prior to the intended date of
discontinuance. SegaSoft may not give notice of termination to
Mpath until at least [XXXXX] after the Effective Date.
14.5 Material breach or default of the terms of this Agreement by
either party shall be an Event of Default and shall have the
consequences described in Article 14.6 below. The non-breaching
party shall, by written notice, specify the cause in detail of
the material breach or default, provided that if the offending
party shall during the thirty (30) days immediately following its
receipt of written notice of the breach or default, remedy the
breach or default upon which the notice is based, then the notice
shall not become effective, and this Agreement shall remain in
full force and effect. Notwithstanding the above, in the event
either party materially breaches its obligations under Article 10
above, this shall constitute an immediate Event of Default and
the non-breaching party shall be entitled to those remedies as
set forth in Article 14.6 below.
14.6 Upon an Event of Default under this Article 14, the following
shall occur:
14.6.1 in the event of termination by Mpath of its Technical
Assistance obligations under Article 14.2 above, all
restrictions on SegaSoft's use of the Licensed
Technology under this Agreement shall lapse and
SegaSoft shall have the right to use the Licensed
Technology for the Licensed Purpose in perpetuity on a
royalty-free basis notwithstanding any provisions in
Articles 2 or 3 to the contrary.
14.6.2 in the Event of Default for SegaSoft's material breach or
default of this Agreement, Mpath's grant of the
licensed rights to SegaSoft thereof, shall remain in
full force and effect provided that, in the event that,
pursuant to Article 17.3 below, the arbitrator renders
a final decision which determines that SegaSoft has
materially breached a provision of this Agreement,
SegaSoft shall pay to Mpath any monetary judgement
within thirty (30) days of receiving notice thereof. In
the event SegaSoft does not pay to Mpath the full
amount of such monetary judgement within thirty (30)
days of receiving notice thereof, this Agreement, and
the license granted hereunder, shall immediately
terminate and
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SegaSoft shall perform the obligations required under
Article 14.6.3.
(a) Notwithstanding Article 14.6.2, in the Event of
Default by SegaSoft for material breach or default
of (i) Article 10 relating to Confidential
Information or (ii) SegaSoft's obligation to
restrict its use of the Licensed Technology to the
Licensed Purpose, this Agreement, including,
without limitation, Mpath's grant of the licensed
rights to SegaSoft thereof, shall remain in full
force and effect provided that Mpath shall be
entitled to injunctive relief pursuant to Article
17.4 below prior to the arbitrator's final
determination under Article 17.3, in addition to
other remedies at law or equity which do not
conflict with the provisions of this Agreement. In
the event that, pursuant to Article 17.3 below,
the arbitrator renders a final decision which
determines that SegaSoft has materially breached
(i) its obligations under Article 10 relating to
Confidential Information or (ii) its obligation to
restrict its use of the Licensed Technology to the
Licensed Purpose, then this Agreement, and the
license granted hereunder, shall immediately
terminate and SegaSoft shall perform the
obligations required under Article 14.6.3.
14.6.3 in the event of termination by SegaSoft of this Agreement
pursuant to Article 14.3, the license granted by Mpath
to SegaSoft under this Agreement shall immediately
terminate and SegaSoft shall (a) immediately cease all
use, distribution, selling, reproduction, development,
marketing, and sublicensing of the Licensed Technology
and shall cease all use of the Confidential Information
relating to, or embodied in, the Licensed Technology;
(b) within fifteen (15) calendar days of termination,
deliver to Mpath the master copy and any and all other
copies of the Licensed Technology and the Confidential
Information which are in written, recorded, or other
tangible form, then in SegaSoft's possession; and (c)
notwithstanding the above, SegaSoft shall retain all
right and interest in Improvements developed by
SegaSoft which have not been acquired by Mpath pursuant
to Article 6.4.3 above.
14.6.4 in the Event of Default for Mpath's material breach or
default, this Agreement, including, without limitation,
Mpath's grant of the licensed rights to SegaSoft
thereof, shall remain in full force and effect provided
that SegaSoft shall be entitled to injunctive relief
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pursuant to [XXXXX] below prior to the arbitrator's
final determination under [XXXXX], in addition to any
other remedies at law or equity which do not conflict
with the provisions of this Agreement.
14.7 Notwithstanding any provision of this Article 14, Article 10
shall survive the termination of this Agreement.
15 Compliance With Laws
--------------------
15.1 Each party shall at all times and at its own expense strictly
comply with all applicable laws, rules, regulations, and
governmental orders, now or hereafter in effect, relating to the
performance of this Agreement.
15.2 Without limiting the generality of Article 15.1, each party
specifically acknowledges that the Licensed Technology and
certain Confidential Information are subject to United States
export controls, pursuant to the Export Administration
Regulations, 15 C.F.R. Parts 768-799. Each party agrees to
strictly comply with all requirements of the Export
Administration Regulations with respect to the Licensed
Technology and Confidential Information. Without limiting the
generality of the foregoing obligation, each party expressly
agrees that, without prior written authorization of the United
States Commerce Department, it will not, and will cause its
representatives, employees, agents, contractors, and customers to
agree to not, (a) export, reexport, divert or transfer any
Licensed Technology or Confidential Information, or any direct
product thereof, to any destination, company, entity, or person
prohibited by the Export Administration Regulations, including
the Table of Denial Orders, or (b) disclose any Licensed
Technology or Confidential Information to any national of any
country when such disclosure is prohibited by the Export
Administration Regulations.
16 Notices
-------
All notices, reports, and other communications pursuant to this
Agreement shall be made in writing and sent by certified or registered
first-class mail, return receipt requested and postage prepaid, or by
courier, hand-delivery, or facsimile. Notices shall be sent to a party
at the address shown at the beginning of this Agreement or to such
other address of which the party has given prior notice to the sending
party.
17 Governing Law and Dispute Resolution
------------------------------------
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17.1 This Agreement shall be governed by the laws of the State of
California without regard to the conflicts of laws provisions thereof.
17.2 No arbitration with respect to any claim, dispute or controversy
arising out of or in connection with or relating to this Agreement, or
the breach or alleged breach thereof shall arise until the following
procedures have been satisfied. Representatives from each party will
meet within two (2) business days after receipt of notice from either
party to review any dispute with respect to the interpretation of any
provision of this Agreement or with respect to the performance of
either party under this Agreement. In the event a disagreement or
dispute under this Agreement is not resolved by the designated
representatives of each party by mutual agreement within three (3)
business days after the initial meeting to discuss the disagreement,
which resolutions shall be evidenced by a document signed by both
parties, either party may within two (2) business days thereafter
provide the other written notice specifying the terms of such
disagreement in reasonable detail and the time sensitivity of such
issue. Upon receipt of such notice, the Chief Executive Officer of
each party shall meet at a mutually agreed upon time, but no later
than three (3) business days after receipt of such notice, and
location for the purpose of resolving such disagreement. They will
discuss the problems and/or negotiate in an effort to resolve the
disagreement or negotiate an acceptable interpretation or revision of
the applicable portion of this Agreement mutually agreeable to both
parties, without the necessity of formal procedures relating thereto.
During the course of such negotiation, the parties will reasonably
cooperate and provide information so that each of the parties may be
fully informed with respect to the issues in dispute. The institution
of arbitration to resolve the disagreement may occur only after the
earlier of: (a) the Chief Executive Officers mutually agree that
resolution of the disagreement through continued negotiation is not
likely to occur, or (b) five (5) business days after such initial
meeting between such officers.
17.3 Subject to Article 17.2, any claim, dispute or controversy arising out
of or in connection with or relating to this Agreement or the breach
or alleged breach thereof shall be submitted by the parties to
arbitration in San Mateo County, California in accordance with the
then-current commercial arbitration rules of the American Arbitration
Association ("AAA") except as otherwise provided herein. All
proceedings shall be held in English and a transcribed record prepared
in English. The parties shall choose, by mutual agreement, one (1)
arbitrator within five (5) business days of receipt of notice of the
intent to arbitrate. If no arbitrator is appointed within the times
herein provided or any extension of time which is mutually agreed
upon, the AAA shall make such appointment within five (5) business
days of such failure. Such arbitration shall be concluded, including
the receipt by the parties of a final decision, no later
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than thirty (30) calendar days after the date of appointment, and such
arbitration shall be binding on all parties and shall constitute the
final resolution of such dispute. No party shall commence any action
against another to resolve such dispute in any court except to confirm
and enforce such an arbitrator's award. The arbitrator (i) shall
interpret and construe this Agreement in accordance with, and shall be
bound by, the laws of the State of California (except that this
Section shall be governed by the Federal Arbitration Act); (ii) shall
establish and enforce appropriate rules to ensure that the
proceedings, including the decision, be kept confidential and that all
confidential information of the parties be kept confidential and be
used for no purpose other than the arbitration and (iii) shall have
the power to issue an injunction or injunctions to prevent breaches of
the provisions of this Agreement and to enforce specifically this
Agreement and the terms and conditions hereof in addition to any other
remedies at law or in equity not contrary to the provisions of this
Agreement. The judgment rendered by the arbitrator may include costs
of arbitration, reasonable attorneys' fees and reasonable costs for
expert and other witnesses. Any judgment on such award may be entered
in any court having jurisdiction thereof. If the issues in dispute
involve technical matters, any arbitrator chosen hereunder shall have
educational training and/or experience sufficient to demonstrate a
reasonable level of relevant technical knowledge.
17.4 Each party acknowledges and agrees that due to the unique nature of
Confidential Information and the Licensed Technology, there can be no
adequate remedy at law for any breach of (i) the obligations regarding
Confidential Information, (ii) the prohibition of using the Licensed
Technology outside the Licensed Purpose, or (iii) the obligation of
Mpath to provide SegaSoft with Improvements, that any such breach may
allow the breaching party or third parties to unfairly compete with
the non-breaching party resulting in irreparable harm to the non-
breaching party, and therefore, that upon any such alleged breach, and
prior to the arbitrator's final decisions under Article 17.3 above,
the non-breaching party shall be entitled to appropriate equitable
relief in addition to whatever remedies it might have at law.
18 General Provisions
------------------
18.1 The headings and subheadings in this Agreement are provided for
convenience only and shall not control the interpretation of the
Agreement.
18.2 In the event that any provision hereof is found invalid or
unenforceable pursuant to a final judicial decree or decision, the
remainder of this Agreement will remain valid and enforceable
according to its terms.
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18.3 The parties specifically acknowledge and agree that, in the exercise
of their rights and the performance of their duties under this
Agreement, they are and shall be independent contractors. Neither
party shall bind or attempt to bind the other party to any contract or
other obligation, and neither party shall represent to any third party
that it is authorized to act on behalf of, or bind, the other party.
18.4 Except as specifically provided in this Agreement, neither party may
assign or transfer its rights or obligations under this Agreement
without the other party's prior written consent, except in connection
with a merger, reorganization, or sale of substantially all the assets
of such party and in such event the surviving corporation shall
succeed to the rights and obligations under this Agreement. Any
proposed assignment made without the requisite consent shall be null
and void.
18.5 The failure of either party to assert any of its rights under this
Agreement shall not be deemed to constitute a waiver of that party's
right thereafter to enforce each and every provision of this Agreement
in accordance with its terms.
18.6 Notwithstanding anything in this Agreement to the contrary, neither
party shall be liable to the other party for any failure to perform or
delay in the performance of any obligation pursuant to this Agreement
when such failure to perform or delay in performance is caused by an
event of force majeure; provided, however, that the party whose
performance is prevented or delayed by such event of force majeure
shall give prompt notice thereof to the other party. For purposes of
this Article 18.6, the term "force majeure" shall include war,
rebellion, civil disturbance, earthquake, fire, flood, strike,
lockout, labor unrest, acts of governmental authorities, shortages of
materials, acts of God, acts of the public enemy and, in general, any
other causes or conditions beyond the reasonable control of the
parties.
18.7 This Agreement constitutes the entire agreement between the parties
and supersedes all prior agreements, understandings and other
communications with respect to the subject matter hereof. No
modification or amendment of the Agreement shall be effective unless
in writing and executed by a duly authorized representative of each
party.
18.8 The parties agree that this Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all of
which together constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have caused their duly authorized
representatives to execute this Technology License Agreement effective as of the
Effective Date.
MPATH INTERACTIVE, INC.
By: /s/ Xxxx Xxxxxxxxx
-------------------
Name: Xxxx Xxxxxxxxx
Title: President and Chief Executive Officer
SEGASOFT, INC.
By:/s/ Xxxx Xxxxxxxxx 4/15/96
--------------------------------
Name: Xxxx Xxxxxxxxx
------------------------------
Title: Executive Vice President and
-----------------------------
Chief Operating Officer
-----------------------------
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ATTACHMENT A
Licensed Technology
-------------------
Licensed Technology:
-------------------
This is a complete list of all software that Mpath has developed by the
Effective Date:
1. Server Software
---------------
A. Central Server Software
-----------------------
[XXXXX]
B. Game Server Software
--------------------
[XXXXX]
2. Client Software
---------------
A. Application Software
--------------------
[XXXXX]
B. Libraries and Components
------------------------
[XXXXX]
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[XXXXX]
3. Additional Technology
---------------------
A. Protocol Software ("MCAP")
--------------------------
[XXXXX]
B. Software Development Kit
------------------------
[XXXXX]
C. Test Software
-------------
[XXXXX]
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ATTACHMENT B
Royalty Rates
-------------
============================================================================
[XXXXX] Percentage of Net
Revenue
----------------------------------------------------------------------------
[XXXXX] [XXXXX]
----------------------------------------------------------------------------
[XXXXX] [XXXXX]
----------------------------------------------------------------------------
[XXXXX] [XXXXX]
----------------------------------------------------------------------------
[XXXXX] [XXXXX]
----------------------------------------------------------------------------
[XXXXX] [XXXXX]
============================================================================
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ATTACHMENT C
Standard Business Model
-----------------------
==================================================================================================
[XXXXX] Minimum Mpath Revenue [XXXXX] Threshold for
[XXXXX] Expected Triggering Terms of Article
Per Quarter ($) 3.2.2 ($)
--------------------------------------------------------------------------------------------------
[XXXXX] [XXXXX] [XXXXX]
[XXXXX] [XXXXX] [XXXXX]
[XXXXX] [XXXXX] [XXXXX]
[XXXXX] [XXXXX] [XXXXX]
[XXXXX] [XXXXX] [XXXXX]
==================================================================================================
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