EXHIBIT 2.2
AMENDMENT TO ASSET PURCHASE AGREEMENT
This Amendment to the Asset Purchase Agreement (the "Amendment") is entered
into as of June 23, 1998 by and between Digital Video Systems, Inc., a Delaware
corporation ("DVS") and Hyundai Electronics Industries Co., Ltd., a company
organized under the laws of Korea ("Hyundai").
WHEREAS, DVS and Hyundai entered into a certain Asset Purchase Agreement,
dated as of May 8, 1998; and
WHEREAS, the parties now desire to attend the Agreement on the terms
provided in this Amendment.
NOW, THEREFORE, the parties hereto agree as follows:
1. The first sentence of Section 1.1(a) of the Agreement is hereby
amended and restated in its entirety as follows:
"1.1(a) Exclusive License of Intangible Assets. Subject to the terms
and conditions of this Agreement, at the closing of the license of the
Intangible Assets (the "IP Closing"), Hyundai will grant to DVS a
perpetual, worldwide, royalty-free license to use the Intangible
Assets other than the Three Patents as defined hereinbelow, and DVS
will license the Intangible Assets other than the Three Patents from
Hyundai for 2,000,000 shares of common stock of DVS (the "Common
Stock"). The Three Patents shall mean INFORMATION REPRODUCING
APPARATUS FOR OPTICAL DISK (Korea Patent No. 135598), TRACK/SEEK
CONTROL APPARATUS AND METHOD USING POSITION ERROM COMPENSATION (Korea
Patent No. 085917) and HEAD SEEK CONTROL APPARATUS FOR AN OPTICAL DISK
(U.S. Patent No. 5,519,678), which shall be transferred to DVS Korea
as provided in Section 1.1(b) hereof."
2. The first sentence of Section 1.1(b) of the Agreement is hereby
amended and restated in its entirety as follows:
"(b) Sale of Tangible Assets and the Three Patents; Assumption of
Liabilities. Subject to the terms and conditions of this Agreement,
at the closing of the sale of the Tangible Assets (the "Asset
Closing"), Hyundai will sell, convey, assign and transfer the Tangible
Assets and the Three Patents to DVS Korea, and DVS Korea will purchase
the Tangible Assets and the Three Patents from Hyundai for $1,000,000
(United States Dollars) in cash. It is agreed that DVS shall make DVS
Korea grant back to Hyundai a perpetual, worldwide, non-exclusive,
royalty-free and fully paid-up license to use the Three Patents."
3. Continued Validity. Except as amended above, the terms and conditions
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of the Agreement shall remain in full force and effect. Each of the provisions
of the Agreement which are not expressly amended by this Agreement are hereby
confirmed to the same extent as if each was fully set forth herein.
This Amendment may be executed in two identical counterparts, each of which
shall be deemed to be an original and all of which taken together shall be
deemed to constitute the Amendment when a
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duly authorized representative of each party has signed a counterpart. The
parties intend to sign and deliver this Amendment by facsimile transmission.
Each party agrees that the delivery of the Amendment by facsimile shall have the
same force and effect as delivery of original signatures and that each party may
use such facsimile signatures as evidence of the execution and delivery of the
Amendment by all parties to the same extent that an original signature could be
used.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their duly authorized representatives as of the date first set forth above.
Digital Video Systems, Inc. Hyundai Electronics Industries Co., Ltd.
By: /s/ Xxxxxx Sun By: /s/ Youn Huh
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Name: Xxxxxx Sun Name: Youn Huh
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Title: Chairman Title: Senior Vice President
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