Product Licensing Agreement
THROUGHOUT
THIS AGREEMENT, WHERE INFORMATION HAS BEEN REPLACED BY AN ASTERISK (*), THAT
INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE OMITTED
INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.
This
Product Licensing Agreement (“Agreement”)
is
entered into as of this 1st
day of
July, 2007 (“Effective
Date”)
by and
between Phantom Entertainment, Inc., a New York corporation having a place
of
business at 000 Xxxxx Xxxxxx Xxxxxx, Xxxx Xxxxxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx
of America (“Licensor”),
and
Xxxx Technology Inc., a
Taiwanese corporation having its principal place of business at 0X, Xx.00,
Xxx.0, Xxxx Xxx Xx Xxxx, Xxxx Chi city, Xxxxxx Xxxxx 000, Xxxxxx (“Licensee”).
Recitals
Whereas,
the
Licensee and Licensor are parties to a Product Development and Manufacturing
Agreement entered into on April 17, 2006 and a Manufacturing and Supply
Agreement entered into on November 6, 2006; and
Whereas,
the
Licensor will grant to the Licensee an exclusive, non-transferable License
to
produce, distribute, market and sell the Products listed in Exhibit A, under
the
Brands listed in Exhibit B, within the Territories defined in Exhibit
C.
Whereas,
Licensee agrees to pay to Licensor a Royalty on each Product sold under the
terms of the Agreement in accordance with the Royalty schedule in Exhibit D.
The
Licensee further agrees to sell the Licensed Products within the price
restrictions detailed in Exhibit E.
Now,
Therefore,
in
consideration of the foregoing and of the mutual promises contained herein,
the
receipt and sufficiency of which is hereby acknowledged, the parties agree
as
follows:
Agreement
| 1 |
Definitions
|
|
1.1
|
“Agreement”
shall have the meaning set forth in the first paragraph set forth
above
and shall include Exhibits A, B, C, D and E, annexed
hereto.
|
|
1.2
|
“Advertising”
shall
mean any act of bringing public attention to the Product including
but not
limited to print, video, audio, Internet or any other
media.
|
|
1.3
|
“Brand”
shall mean a xxxx or visual identification of any type, registered
or not,
identifying a business entity or product.
|
|
1.4
|
“Confidential
Information”
shall mean any and all information and materials disclosed by one
party
(“Discloser”)
to the other party (“Recipient”)
(whether in writing or in oral, graphic, electronic or any other
form)
that are marked or described as, identified in writing as, or provided
under circumstances indicating that such information and materials
are
confidential or proprietary. The Confidential Information of Licensor
includes, without limitation all information and materials provided
by
Licensor relating to Licensor’s customers and the terms of this
Agreement.
|
|
1.5
|
“Effective
Date”
is the calendar date upon which Licensor and Licensee agree to enter
the
Agreement as evidenced by their respective approval signatures. This
date
is set forth in the first paragraph set forth
above.
|
|
1.6
|
“Intellectual
Property”
shall mean all ideas or information related to the Products including
but
not limited to trade secrets, patents, industrial design, trademarks
or
copyrights.
|
|
1.7
|
“Initial
Term”
shall have the meaning set forth in Section 5.1.
|
|
1.8
|
“Laws”
shall mean any statute, law, regulation, ordinance, rule, judgment,
order,
decree, permit, concession, grant, franchise, license, agreement,
directive, guideline, policy or rule of common law, or any governmental
requirement or other governmental restriction or similar form of
decision
or determination, or any interpretation or administration of any
of the
foregoing by any national, state or local government (or any association,
organization or institution of which any of the foregoing is a member,
or
to whose jurisdiction any thereof is subject, or in whose activities
any
thereof is a participant), whether now or hereafter in
effect.
|
|
1.9
|
“License”
shall mean the lawful permission granted by the Licensor to the Licensee
to produce, distribute, market and sell the Products under the terms
and
conditions set forth in this
Agreement.
|
|
1.10
|
“Licensee
Facility”
shall mean the Licensee manufacturing facility located at Sec. B,
Hopewell
Industrial City, Sima, Changping Town, Dongguan City, Guangdong Province,
Post code: 523570, P.R.C.
|
|
1.11
|
“Licensee”
shall have the meaning set forth in the first paragraph set forth
above.
|
|
1.12
|
“Licensor”
shall have the meaning set forth in the first paragraph set forth
above.
|
|
1.13
|
“Product”
shall mean the Products and related parts as described more fully
on
Exhibit A attached hereto meeting the
Specifications.
|
|
1.14
|
“Project”
shall mean the work conducted and services provided by Licensee pursuant
to this Agreement.
|
|
1.15
|
“Release”
shall mean, with respect to any Hazardous Material, any release,
spill,
emission, emanation, leaking, pumping, injection, deposit, disposal,
discharge, dispersal, leaching or migration of such Hazardous Material
into the indoor or outdoor environment, including, without limitation,
the
movement of such Hazardous Material through ambient air, soil, surface
water, groundwater, sea water, wetlands, land or subsurface
strata.
|
|
1.16
|
“Royalties”
shall mean a percentage of the sales price or a fixed amount of each
Product sold by the Licensee which is paid to the Licensor under
the terms
and conditions set forth in this
Agreement.
|
|
1.17
|
“Sales
Forecast”
shall mean the estimated quantity of Products to be sold within a
future
calendar period. This document includes the number of estimated Products
to be sold in each country within a specific time period. This document
is
created by the Licensee and provided to the Licensor on a quarterly
basis.
|
|
1.18
|
“Specifications”
shall mean the industry
standard Specifications and Licensor Specifications related to the
Products including but not limited to Product specifications, xxxx
of
materials, fabrication drawings, assembly drawings, assembly procedures,
test procedures and inspection
procedures.
|
|
1.19
|
“Sublicense”
shall mean a License either verbal or written granting rights to
the
Product to a third party.
|
|
1.20
|
“Territories”
shall mean the geographic areas within the boundaries or borders
of the
countries listed in Exhibit C.
|
|
1.21
|
“Tooling”
shall mean any devices or materials including but not limited to,
injection molds, test fixtures, software programs, inspection equipment,
printing equipment or artwork which were specially developed or fabricated
to produce or test components of the
Products.
|
| 2 |
License
terms, limitations and
restrictions
|
|
2.1
|
License
Grant.
Subject to the terms and conditions of this Agreement, Licensor hereby
grants to Licensee for the term of this Agreement an exclusive,
non-transferable License to
produce,
|
-2-
distribute,
market and sell the Products.
Subject
to the terms and conditions of this Agreement Licensor grants to Licensee for
the term of this Agreement limited rights to use of Product design data and
production tooling for the exclusive purpose of producing, distributing,
marketing and selling the Products.
|
2.2
|
License
Brand(s).
This
License restricts the use of Brands the Licensee may use to produce,
distribute, market and sell the Products the Brands listed in Exhibit
B.
Licensor’s written approval is required to extend the any of the terms and
conditions of this Agreement to any other Brands.
|
|
2.3
|
License
Territories.
The distribution, marketing and sales of Products under this License
Agreement will be limited to the Territories listed in Exhibit C.
Licensee
agrees to restrict Product distribution, marketing and sales to these
Territories.
|
|
2.4
|
Product
Price Restrictions.
The Licensee agrees to strictly comply with the Licensor defined
Product
price restrictions listed in Exhibit
E.
|
|
2.5
|
License
Royalty.
Licensee agrees to pay to Licensor a Royalty for each Product sold.
The
amount of the royalty is declared in the Royalty schedule in Exhibit
D.
Licensee agrees to provide Royalty payments to the Licensor under
the
terms and conditions set forth in this
Agreement.
|
|
2.6
|
Licensee
Reporting Requirements.
Licensee agrees to provide Licensor with regular reports summarizing
the
number of Products produced, shipped, sold and returned. These reports
will include the Brand and the country where the product is shipped,
sold
or returned. Licensee also agrees to provide forecasted Product sales
data
to Licensor. The specific format and frequency of these reports will
be
determined by the Licensor.
|
|
2.7
|
Licensor
Audits.
Licensee agrees to provide Licensor or Licensors designee with reasonable
periodic access to Licensee’s business and accounting records for the
purpose of auditing and validating Product production, distribution
and
sales volumes. The frequency of audits and the specific records required
shall be solely determined by the
Licensor.
|
|
2.8
|
Production
Location.
Licensee agrees to produce all Products under this License at the
Licensee
Facility specified in section 1.10.
Production of the Products at any other facility requires written
authorization from the Licensor.
|
|
2.9
|
Sublicensing.
The Licensor will give consideration to Sublicense agreements proposed
by
the Licensee. Each Sublicense will require the prior evaluation and
prior
written approval by the Licensor. Approved Sublicense agreements
along
with the specific terms, Product Brands, approval signatures and
related
materials will be appended to this Agreement as a separate Exhibit.
Licensee agrees that the Licensor has exclusive rights to grant
Sublicenses.
|
|
2.10
|
Product
Modifications.
This Agreement excludes all rights to the Licensee to modify the
Products
in any manner without prior written approval from Licensor. This
restriction does not extend to Brand specific Product components
such as
packaging, literature, labels, logos or promotional materials which
are
unique to the Licensee’s Brand.
|
|
2.11
|
Product
Approvals.
The Licensor shall reserve the right to review and approve all elements
of
the Licensed Products prior to production, distribution, marketing
or
sale. Licensee agrees to submit sample Products and Product documentation
to the Licensor for review. Licensee agrees to include any and all
Product
changes requested in writing by
Licensor.
|
|
2.12
|
Product
Warranty.
The Licensor shall reserve the right to review and approve the Product
warranty terms which will accompany the
Products.
|
|
2.13
|
Advertising.
Licensee shall limit Product Advertising to the Territories listed
in
Exhibit C. Licensee agrees to provide Licensor with thorough and
detailed
Product Advertising plans. Licensor reserves the right to review
and
approve all Internet Product Advertising including but not limited
to
Licensee’s corporate website.
|
|
2.14
|
Product
Qualification and Inspection.
Licensee agrees to submit samples of each Licensed Product to the
Licensor
for inspection and qualification testing. Licensee further agrees
to allow
the
|
-3-
Licensor’s
designated party to access the production facility in order to inspect the
Products and associated manufacturing and quality processes.
|
2.15
|
Product
Certifications.
Licensee will obtain and maintain all required regulatory certifications
to legally sell the Product within the Territories specified in this
Agreement. These certifications include but are not limited to safety,
emissions, immunity and
environmental.
|
|
2.16
|
Licensor
Brand.
Licensee will obtain Licensor’s prior written approval for any public use
of Licensor’s brand or corporate identity as it relates to this Agreement
or the Licensed Products.
|
|
2.17
|
Product
Configuration.
This License grants to the Licensee the right to combine a number
of
individual Product components into a specific Product configuration.
This
configuration is identified by the Licensee’s Product model number and
documented in Exhibit A. Licensee agrees to limit production,
distribution, marketing and sales of the Products to the configurations
listed in Exhibit A. Additional configurations may be produced with
Licensor’s prior written approval.
|
|
2.18
|
Licensor
Intellectual Property.
Licensor retains all exclusive rights to Intellectual Property associated
with the Products. No transfer of these rights is extended to Licensee
without written consent of
Licensor.
|
| 3 |
Payment
terms
|
|
3.1
|
Use
of Initial Product Royalties.
Licensee agrees to apply the Royalties from the initial Product sales
to
repay Licensee’s actual costs associated with the pilot build of * (*)
units of the Licensor’s Branded Product (Phantom Brand). Estimated pilot
build cost is * ($*). Licensee further agrees to apply initial Royalties
to repay Licensee’s tooling cost for an unplanned overmolded part
described as the “clevis lock”. Estimated tooling cost for the clevis lock
is * ($*). When Royalties have been accumulated in the amount equal
to
these combined expenses (* ($*)), the Licensee agrees to pay all
subsequent Royalties as described in item 3.2.
|
|
3.2
|
Royalty
Payment.
Licensee
agrees to pay Licensor the Royalty amount specified in Exhibit D
for each
Product shipped from the Licensee Facility. Licensee will submit
to
Licensor a detailed report of actual Product shipments and Royalties
owed
to Licensor on a monthly basis. Licensee further agrees to pay all
Royalties due to Licensor in full within * (*) calendar days of each
months ending date. * (*) calendar days after each months ending
date will
be the Royalty payment due date. For example; royalty payments for
all
products shipped in the month of May will be due * calendar days
after the
last calendar day of May.
|
|
3.3
|
Late
Payment.
Licensor grants to Licensee a penalty free * (*) day grace period
after
the Royalty payment due date as defined in section 3.2.
After this penalty free grace period, Licensee agrees to pay a late
payment penalty to Licensor. Licensee will pay an additional * (*%)
percent penalty on any unpaid Royalties from * (*) to * (*) days
past the
Royalty payment due date. Licensee will pay an additional * (*%)
percent
penalty on any unpaid Royalties * (*) to * (*) days past the Royalty
payment due date. Licensee will pay an additional * (*%) percent
penalty
on any unpaid Royalties from * (*) to * (*) days past the Royalty
payment
due date. Licensee will pay an additional * (*%) percent penalty
on any
unpaid Royalties more than * (*) days past the Royalty payment due
date.
|
| 4 |
Indemnification
|
| 4.1 |
Licensee’s
Indemnification. Licensee
agrees to indemnify, defend and hold harmless Licensor, its
affiliates, customers, employees, contractors, consultants, successors
and
assigns from and against any losses, liabilities, costs, damages,
claims,
fines, penalties and expenses (including, without limitation, costs
of
defense or settlement and reasonable attorneys’, consultants’ and experts’
fees) that arise out of or result from: (a) injuries or death to
persons or damage to property, including theft, in any way arising
out of
or caused or alleged to have been caused by the work or services
performed
by, or Product provided by, Licensee; (b) assertions under Workers’
Compensation or similar acts made by persons furnished by Licensee;
(c) any breach of any representation or warranty by Licensee or
failure of Licensee to perform its obligations under this Agreement;
(d) violation of any Law, including, without limitation, any
environmental Law, in any way arising out of or caused or alleged
to have
been caused by Licensee’s work
|
-4-
or
services under this Agreement or by the Product provided by Licensee; or (e)
any
contamination, damage or adverse effect on the environment or natural resources
(including, without limitation, the cost of any investigation or remediation
related thereto) in any way arising out of or caused or alleged to have been
caused by Licensee’s work or services under this Agreement or by any Product
provided by Licensee.
| 4.2 |
Licensor’s
Indemnification. Licensor
agrees to indemnify, defend and hold harmless Licensee, its
affiliates, customers, employees, contractors, consultants, successors
and
assigns from and against any losses, liabilities, costs, damages,
claims,
fines, penalties and expenses (including, without limitation, costs
of
defense or settlement and reasonable attorneys’, consultants’ and experts’
fees) that arise out of or result from claims of infringement of
Intellectual Property or other legal rights by any third
parties.
|
| 5 |
Term
and Termination
|
| 5.1 |
Term.
The term of this Agreement shall commence on the Effective Date and
shall
continue for * (*) consecutive months (“Initial
Term”)
thereafter unless earlier terminated as provided in
Section 5.2.
After expiration of the Initial Term, this Agreement shall be
automatically renewed for successive one (1) year terms unless either
party provides notice of non-renewal at least sixty (60) days prior
to the
end of the Initial Term or any renewal
term.
|
| 5.2 |
Termination.
Either party may terminate this Agreement in the event that (a) the
other party breaches any material provision of this Agreement and
such
breach continues for a period of thirty (30) calendar days following
the
receipt by the defaulting party of notice of such breach, or (b) the
other party becomes insolvent, is adjudicated bankrupt, voluntarily
or
involuntarily files a petition for bankruptcy, makes an assignment
for the
benefit of creditors, seeks any other similar relief under any bankruptcy
Law or related statues or otherwise becomes financially incapable
of
performing its obligations in accordance with the terms of this Agreement,
and such judgment, assignment or incapacity is not revoked within
sixty
(60) calendar days.
|
| 5.3 |
Effect
of Termination.
Any
provisions of this Agreement, which are intended, by their specific
terms
or by necessary implication, to survive the expiration or termination
of
this Agreement shall so survive.
|
| 6 |
Confidentiality
|
| 6.1 |
Restrictions
on Disclosure and use of Confidential Information.
Recipient shall not use the Confidential Information of Discloser
except
for the purpose of performing its obligations and exercising its
rights
under this Agreement. Recipient shall maintain the Confidential
Information of Discloser with at least the same degree of care it
uses to
protect its own proprietary information of a similar nature or
sensitivity, but no less than reasonable care under the circumstances.
Unless Discloser grants specific, written, advance permission to
do so,
Recipient shall not disclose any Confidential Information to any
third
party. Recipient shall limit access to the Confidential Information
of
Discloser to those employees of Recipient who have a need to know
such
information in order to perform its obligations and exercise its
rights
under this Agreement and who are bound by confidentiality and non-use
obligations to Recipient at least equivalent to Recipient’s obligations to
Discloser under this Agreement. Should Recipient determine that it
needs
to disclose Confidential Information of Discloser to any non-employee
(including consultants and contractors) in order to perform its
obligations or exercise its rights under this Agreement, Recipient
shall
not do so without the prior written permission of Discloser. Upon
receiving such permission, Recipient may proceed, but only after
binding
any such non-employee to confidentiality and non-use obligations
to
Recipient at least equivalent to Recipient’s obligations to Discloser
under this Agreement. Recipient shall be responsible to Discloser
for the
acts and omissions of any such non-employee with respect to such
confidentiality and non-use
obligations.
|
| 7 |
Limitations
on Liability
|
EXCEPT
FOR ANY BREACH OF SECTION 6
(“CONFIDENTIALITY”) OR EXCEPT FOR ANY OBLIGATIONS UNDER
SECTION 4
(“INDEMNIFICATION”), IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL,
INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR ANY LOSS
OF
PROFITS, LOSS OF REVENUE, LOSS RESULTING FROM
-5-
INTERRUPTION
OF BUSINESS OR LOSS OF USE OR DATA, WHETHER OR NOT ADVISED OF THE POSSIBILITY
OF
SUCH LOSS.
| 8 |
Miscellaneous
|
| 8.1 |
Remedies.
The parties agree that any breach of Section 4
shall cause irreparable harm and significant injury to the non-breaching
party which may be difficult to ascertain. Accordingly, the parties
agree
that each party shall have the right, in addition to any other remedies
available to it, to obtain an immediate injunction, without necessity
of
posting a bond, enjoining any breach by the other party of
Section 4.
Notwithstanding anything in this Agreement to the contrary, Licensor
shall
be entitled under this Agreement to all of the rights and remedies
available to a contracting party under the Uniform Commercial
Code.
|
|
8.2
|
Unlicensed
Products.
Licensee agrees to aid Licensor in identifying and prosecuting any
third
party who unlawfully utilizes Licensor’s Intellectual Property, tooling or
any Confidential Information to produce, distribute, market or sell
similar Products at any time in any market. Licensee agrees to utilize
reasonable means and resources to aid Licensor to the same extent
Licensee
would use protecting its’ own Intellectual Property, Tooling or any
Confidential Information.
|
|
8.3
|
US
Dollars.
All references to pricing, including, but not limited to Product
Pricing,
are reflected in US Dollars and no other currency.
|
| 8.4 |
Assignment.
Licensee shall not assign, sell, transfer, delegate or otherwise
dispose
of, whether voluntarily or involuntarily, by operation of Law or
otherwise, any rights or obligations under this Agreement without
the
prior written consent of Licensor. Except as provided herein, any
purported assignment, transfer or delegation by Licensee shall be
null and
void. Subject to the foregoing, this Agreement shall be binding upon
and
shall inure to the benefit of the parties and their respective successors
and permitted assigns.
|
| 8.5 |
Governing
Law.
This Agreement shall be governed by and construed pursuant to the
Laws of
the State of New York, without regard to conflict of Laws provisions
thereof. Venue of any action arising out of this Agreement shall
be had in
the state or federal courts in New York City, New York, and each
party
hereto irrevocably submits to the exclusive jurisdiction and venue
of any
such court in any such suit, action or
proceeding.
|
| 8.6 |
Non-Waiver.
Failure by either party to insist upon strict performance of any
of the
terms and conditions hereof, or delay in exercising any rights or
remedies
provided herein, shall not release the other party from any of the
obligations of this Agreement and shall not be deemed a waiver of
any
rights of such other party to insist upon strict performance
thereof.
|
| 8.7 |
Attorney’s
Fees.
In the event either party brings legal action to enforce any provision
herein, the prevailing party shall be entitled to collect from the
losing
party reasonable attorneys’ fees and costs
incurred.
|
| 8.8 |
Entire
Agreement and Modification.
No agreement or understanding in any way modifying these terms and
conditions, either before or after the execution hereof, shall be
binding
upon either party unless in writing and signed by both parties. This
Agreement, together with any Specifications, Exhibits and documents
attached hereto and incorporated by reference, constitutes the entire
agreement between the parties as to the Licensing of the
Products.
|
| 8.9 |
Status
of the Parties.
Licensee hereby represents and warrants that Licensee is engaged
in an
independent business and shall perform its obligations under this
Agreement as an independent Licensee and not as an agent or employee
of or
a joint venturer with Licensor; that the persons performing the services
hereunder are not agents or employees of Licensor; that Licensee
has and
hereby retains, except as set forth herein, the right to exercise
full
control with respect to the means of its performance hereunder and
full
control over the employment, direction, compensation and discharge
of all
employees, agents and subcontractors assisting in such performance;
that
Licensee shall be solely responsible for all matters relating to
payment
of such employees, including compliance with worker’s compensation,
unemployment and disability insurance, social
security
|
-6-
withholding,
and all such matters; and that Licensee shall be responsible for the acts of
Licensee and the acts of all agents, employees and contractors employed by
Licensee during Licensee’s performance under this Agreement.
| 8.10 |
Severability.
If any one or more of the provisions contained in this Agreement
shall,
for any reason, be held to be invalid, illegal or unenforceable in
any
respect, such invalidity, illegality or unenforceability shall not
affect
any other provision hereof, and this Agreement shall be construed
as if
such invalid, illegal or unenforceable provision had never been contained
herein.
|
| 8.11 |
Notice.
All notices required hereunder shall be in writing and shall be sent
by
(a) internationally recognized courier service (e.g., DHL, Federal
Express), with all postage or delivery charges prepaid, or
(b) facsimile, subject to email confirmation, and shall be addressed
to the parties at their addresses set forth in the first paragraph
of this
Agreement or to such other address(es) as may be furnished by written
notice in the manner set forth
herein.
|
| 8.12 |
Headings.
The headings of the Sections in this Agreement are for convenience
only
and shall not be deemed to affect, qualify, simplify, add to or subtract
from the contents of the clauses which they
reference.
|
| 8.13 |
Language.
The
parties agree that this Agreement shall be executed in English, which
shall be the official language for all questions and interpretations
hereunder.
|
| 8.14 |
Counterparts.
This
Agreement may be executed in counterparts, by manual or facsimile
signature, each of which shall be deemed to be an original and both
together shall be deemed to be one and the same agreement.
|
In
Witness Whereof,
the
parties hereto have caused this Agreement to be duly executed by their
authorized representative as of the Effective Date.
| Phantom Entertainment, Inc. | Xxxx Technology Inc. | |||
| By: |
/s/
Xxxx Xxxxx
|
By: |
/s/
Xxxx Xxxxxx
|
|
|
Name:
Xxxx
Xxxxx
|
Name:
Xxxx
Xxxxxx
|
|||
|
Title:
CEO
and President
|
Title:
Product
Marketing Director
|
|||
| Date: April 17, 2007 | ||||
-7-
Exhibit
A
Products
Covered Under
Product
License Agreement
LICENSED
PRODUCT MODELS
|
Xxxx
Model Number
|
Product
Description
|
|
Gemini-S9
|
Xxxx
Brand Combo Lapboard Mouse Set
|
|
Lynx-S3
|
Xxxx
Brand Mouse
|
LICENSED
PRODUCT REFERENCE IMAGES
logo
here
Exhibit
B
Licensed
Product Brands
|
Brand
Owner
|
Brand
Name
|
Brand
Identity (Logo)
|
|
Xxxx
Technology, Inc.
|
Xxxx
|
logo
here
|
Exhibit
C
Licensed
Territories
|
·
|
Taiwan
|
|
·
|
China
|
|
·
|
Hong
Kong
|
|
·
|
Japan
|
|
·
|
Korea
|
|
·
|
Philippines
|
|
·
|
Indonesia
|
|
·
|
Viet
Nam
|
|
·
|
Laos
|
|
·
|
Cambodia
|
|
·
|
Thailand
|
|
·
|
Burma
|
|
·
|
Malaysia
|
|
·
|
Singapore
|
|
·
|
India
|
|
·
|
Bangladesh
|
|
·
|
Sri
Lanka
|
Exhibit
D
Royalty
Schedule
|
Royalty
Period
|
Product
Model
Per
Exhibit A
|
Royalty
Basis
|
Licensor
Royalty
Per
Unit
|
Estimated
Royalty
Per
Unit
|
|
July
1, 2007
Through
Dec
31, 2007
|
Gemini-S9
|
*
|
*
|
$*
|
|
January
1, 2008
Through
End
of Initial Term
|
Gemini-S9
|
*
|
*
|
$*
|
|
Initial
Term of the Agreement
|
Lynx-S3
|
*
|
$*
|
$*
|
Exhibit
E
Product
Price Restrictions
|
Product
Model Number
|
Product
Description
|
Lowest
Distributor Price
|
|
Gemini-S9
|
Ione
Brand Lapboard Mouse Combo Set
|
$*
(US Dollars)
|
|
Lynx-S3
|
Ione
Brand Mouse
|
$*
(US Dollars)
|
