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EXHIBIT 10.12.3
[LOGO]
[WORLD WRESTLING FEDERATION(R)]
December 3, 1997
Mr. Xxxx Xxxxxxxx
President
JAKKS Pacific, Inc.
00000 Xxxxxxx Xxxxx Xxxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Re: Titan Sports, Inc. ("Titan")-w- JAKKS Pacific, Inc. ("Licensee")
Dear Xx. Xxxxxxxx:
Reference is hereby made to that certain License Agreement between the parties
dated October 24, 1995 as amended by Amendments to Agreement between the
parties effective April 22, 1996 and January 21, 1997, respectively
(collectively, the "Agreement"). For good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties have
agreed to amend the Agreement as follows ("Third Amendment"):
1. The parties hereby amend Paragraph 1(e) of the Agreement to add the
following articles:
"Articulated and non-articulated, talking and non-talking figures from 8" and
up in size, and mini figures from 2" and under (sold separately or in mini
wrestling environments, such mini wrestling environments must not include
vehicles or motorcycles) made from a variety of materials and constructions,
including but not limited to PVC and vinyl, styrene and/or other plastic
materials, resin and stretch material; accessories and other articles not
expressly created to be sold for use with the figures; play sets, dioramas and
environments designed to interact with said figures; non-electronic
role-playing toys, defined as dress-up sets and accessories, microphones,
uniforms, costumes, collector cases for figures; puzzles; skill and action
games; and 6" and up fabric, soft body filled toys in the shape of wrestlers.
Figures to be sold separately or in diorama scenes. None of these Licensed
Products are to be operated by remote control or radio control or to be made
from die cast material. Electronic games, electric games, electronic stretch
figures, card games, target games and tug-of-war games are also excluded from
the Licensed Products."
2. The parties hereby amend Paragraph 3 the Agreement as follows:
"The Period of Agreement is extended by three (3) years from January 1, 2000
through December 31, 2002. Thereafter, if the Licensee wishes to renew this
Agreement for an additional year, such additional year shall be for a minimum
guaranteed royalty of US$
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850,000.00, and Licensee shall provide written notice of such intent to Titan
no less than sixty (60) days prior to the commencement of the renewal period in
question. In that event, provided the Licensee is not in default of any term
under this Agreement, and further provided that Licensee has paid to Titan all
royalties during the then current period, Titan will discuss with Licensee such
potential renewal, and the terms thereof. No renewal period will be effective
unless and until the parties reach a mutual agreement as to the terms
applicable to such renewal. This paragraph is in no way to be construed to
obligate Titan to renew this Agreement.
3. The parties hereby amend Paragraph 4(a) as follows:
"Advance Royalty Amount: US$200,000.00 due on signing of this Third Amendment."
4. The parties hereby amend Paragraph 4(c) of the Agreement as follows:
"4(c) Guaranteed Royalties. If the total of all royalties payable to Titan
under subparagraphs 4(a) and 4(b) of the Agreement is less than the Guaranteed
Royalty Amounts set forth below, the Licensee shall pay Titan, on or before the
dates stated in the payment schedule below, the difference between the
Guaranteed Royalty Amount due for the periods stated below and the total of the
royalties paid to Titan under subparagraphs 4(a) and 4(b):
DUE DATE PAYMENT
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March 31, 1998 US$ 212,500
June 30, 1998 US$ 212,500
September 30, 1998 US$ 212,500
December 31, 1998 US$ 212,500
March 31, 1999 US$ 212,500
June 30, 1999 US$ 212,500
September 30, 1999 US$ 212,500
December 31, 1999 US$ 212,500
March 31, 2000 US$ 212,500
June 30, 2000 US$ 212,500
September 30, 2000 US$ 212,500
December 31, 2000 US$ 212,500
March 31, 2001 US$ 212,500
June 30, 2001 US$ 212,500
September 30, 2001 US$ 212,500
December 31, 2001 US$ 212,500
March 31, 2002 US$ 212,500
June 30, 2002 US$ 212,500
September 30, 2002 US$ 212,500
December 31, 2002 US$ 212,500
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TOTAL: US$4,250,000"
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5. Licensee acknowledges and agrees that "Jakks Pacific, Inc." is the
successor-in-interest to "Jaxxs, Inc." and "Jakks, Inc." and that Jakks Pacific,
Inc. assumes any and all obligations of Jaxx, Inc. and Jakks, Inc. under the
Agreement.
6. This Third Amendment shall not be executed by Titan and shall therefore
not be valid unless and until Titan receives a copy of a fully executed
agreement between Licensee and Playmates Toys, Inc. ("Playmates") assigning to
Licensee the rights granted to Playmates by Titan under a letter of agreement
between Titan and Playmates dated June 3, 1996.
All terms not defined herein shall have the same meaning given them in the
Agreement. Except as expressly or by necessary implication modified hereby,
the terms and conditions of the Agreement are hereby ratified and confirmed
without limitation or exception.
lease confirm acceptance of the First Amendment as set forth above on behalf of
Licensee in the space provided below on each of the enclosed two (2) copies and
return them to me. One fully executed copy will be returned to you for your
records.
Very truly yours,
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
ACCEPTED AND AGREED:
JAKKS PACIFIC, INC.
("LICENSEE")
By: /s/ Xxxx Xxxxxxxx
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Its: CEO
Date: 12/15/97
TITAN SPORTS, INC.
("TITAN")
By: /s/ Xxxxx X. XxXxxxx
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Xxxxx X. XxXxxxx
President and CEO
Date: 1/12/98
