EXHIBIT 10.11
AMENDMENT #1
TO
TECHNOLOGY LICENSE AGREEMENT
THIS AMENDMENT #1 to Technology License Agreement is made and entered into this
27th day of November, 1996, by and between
SEGASOFT, INC., a Delaware corporation, ("SegaSoft"),
MPATH INTERACTIVE, INC., a Delaware corporation ("Mpath"), and
CATAPULT ENTERTAINMENT, INC., a California corporation ("Catapult")
with reference to the following facts:
SegaSoft and Mpath entered into a Technology License Agreement on April 15, 1996
(the "Agreement") to which reference is hereto made. The parties now wish to
amend the Agreement to include certain technology of Catapult, a wholly owned
subsidiary of Mpath. SegaSoft, Mpath and Catapult intend that Catapult shall
become a party to the Agreement and that Catapult shall jointly and severally
assume the obligations of Mpath under the Agreement and that both Mpath and
Catapult shall be jointly and severally liable for performance of the
obligations hereunder.
The parties now agree as follows:
1. Articles 1.1, 1.3, 1.4, 1.5, 1.7, 1.9, 1.10, and 1.11 of the Agreement
are amended to read as follows:
1.1 "Additional Technology" shall mean and include the MCAP
Protocol and all other data, information, software, or other
technology of Mpath and Catapult as specified in Attachment A
hereto, and all Improvements thereto developed by Mpath or
Catapult during the term of this Agreement, as well as all
related Technical Documents.
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. Further,
"Client Software" shall mean and include the source code and
object code of Catapult's Client Software as specified in
Attachment A hereto, and all
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Improvements thereto developed by Catapult or Mpath during the
term of this Agreement, including all versions of Catapult's
Client Software for any platform which is either (i) made
generally commercially available by Catapult or Mpath or (ii)
developed and ported by Catapult or Mpath, at the specific
request of SegaSoft, to a platform not otherwise made
generally commercially available by Catapult or 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 Catapult or 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 Catapult or 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.
1.7 "Licensed Technology" shall mean the Client Software, Server
Software, Catapult Hardware, and Additional Technology as
specified in Attachment A hereto.
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. Furthermore, "Server Software" shall mean
and include the source code and object code of Catapult's
Server Software as specified in Attachment A hereto, and all
Improvements thereto developed by Catapult or Mpath during the
term of this Agreement, including all versions of Catapult's
Server Software for any platform which is
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either (i) made generally commercially available by Catapult
or Mpath, or (ii) developed and ported by Catapult or Mpath,
at the specific request of SegaSoft, to a platform not
otherwise made generally commercially available by Catapult or
Mpath, as well as all related Technical Documents.
1.10 "Technical Assistance" shall mean and include that technical
assistance to be provided by Catapult or Mpath to SegaSoft as
more fully described under Article 4
1.11 "Technical Documents" shall mean Catapult's or Mpath's
technical information in any form, documentary, electronic or
otherwise, including technical specifications, which are
generally used by Catapult or Mpath personnel internally in
connection with the Licensed Technology and the Improvements
thereto.
2. Article 1 is amended to include the following:
1.12 "Catapult Hardware" shall mean and include Catapult's Hardware
as specified in Attachment A hereto, and all Improvements thereto
developed by Catapult or Mpath during the term of this Agreement,
including all versions of Catapult's Hardware for any platform which is
either (i) made generally commercially available by Catapult or Mpath,
or (ii) developed and ported by Catapult or Mpath, at the specific
request of SegaSoft, to a platform not otherwise made generally
commercially available by Catapult or Mpath, as well as all related
Technical Documents.
1.13 "Intellectual Property Rights" shall mean and include all
patents, copyrights, designs, drawings, trademarks, service marks,
trade names and other proprietary rights, and all applications and
registrations therefor, which pertain to the Licensed Technology.
3. Articles 2.1 and 2.2 are amended as follows:
2.1 Mpath grants to SegaSoft on a [XXXXX] basis, and Catapult
grants to SegaSoft on a [XXXXX] basis, and SegaSoft accepts
from Mpath and Catapult, a worldwide, non-exclusive license to
use, copy, distribute, sell, market, develop, modify,
sublicense, localize, and incorporate into other software
products, the Licensed Technology, and the Intellectual
Property Rights embodied therein, solely for the Licensed
Purpose, subject to the following terms and restrictions:
2.1.1 The Licensed Technology (not including the Catapult
Hardware) 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.
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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
(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;
(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; and
(d) This Article 2.1.2 shall not apply to the
Catapult Hardware.
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-transferable provided that (a) 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; (b) Catapult may delegate
the performance of its obligations to Mpath without the prior
written consent of SegaSoft. Catapult and Mpath shall be
jointly and severally liable to SegaSoft for the performance
of this Agreement.
4. Article 13.3 is amended to read as follows:
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13.3 MPATH AND CATAPULT'S TOTAL LIABILITY IN THE AGGREGATE 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.
5. The rights and obligations of Mpath under Articles 4, 6, 9, 10, 11.1,
12, 13, 14, 15, 16, 17 and 18 of the Agreement shall apply in the same
manner to Catapult.
6. Attachment A to the Agreement is amended to read as set forth in
Attachment A attached hereto.
7. The parties acknowledge and agree that Mpath and Catapult may merge
with and into each other and that such merger does not require the
prior consent of SegaSoft. In the event that Mpath is the surviving
corporation, then all rights and obligations of Catapult pursuant to
the Agreement, as amended, shall become those of Mpath. In the event
that Catapult is the surviving corporation, then all rights and
obligations of Mpath (including, without limitation, the right to
receive royalties from SegaSoft) shall become those of Catapult. The
parties agree that, if appropriate, they shall in good faith execute an
amendment to the Agreement to accomplish the foregoing.
8. Except as specifically amended hereby, the Agreement is ratified and
confirmed.
9. The parties agree that this Amendment may be executed in two or more
counterparts, each of which will be deemed an original, but which
together constitute one and the same instrument.
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The parties have caused their duly authorized representatives to execute this
Amendment #1 to Technology License Agreement as of the date first written above.
SEGASOFT, INC.
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
Title: President
MPATH INTERACTIVE, INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Exec. VP
CATAPULT ENTERTAINMENT, INC.
By: /s/ Xxxxx X. Xxxxx
-----------------------
Name: Xxxxx X. Xxxxx
Title: Exec. VP
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ATTACHMENT A
Licensed Technology
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I. MPATH TECHNOLOGY
This is a complete list of all software that Mpath has developed by the
Effective Date or subsequently acquired:
1. Server Software
---------------
A. Central Server Software
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[XXXXX]
B. Game Server Software
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[XXXXX]
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2. Client Software
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A. Application Software
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[XXXXX]
B. Libraries and Components
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[XXXXX]
3. Additional Technology
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A. Protocol Software ("MCAP")
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[XXXXX]
B. Software Development Kit
------------------------
[XXXXX]
C. Test Software
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[XXXXX]
II. CATAPULT TECHNOLOGY
This is a complete list of all software and hardware that Catapult has
developed by the Effective Date or subsequently acquired:
1. SERVER SOFTWARE
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A. SERVER SOFTWARE, 16 BIT
1. Switcher - connection multiplexor with load balancing
2. ANI extraction and integration (SunSega)
- Local POP finder
- Client phone number
3. Front end process that manages client communication
- Mail upload, download and restore
- Game results logging and ranking modification
- User authentication
- Box restore capability
- Player list management and update
- Credit tracking
- interface to all other processes
4. Binlogger: realtime binary logs for detail record keeping
- dbmux: multiplex multi-process results to single database
- binlog loader: loads logs into Oracle for data extraction
5. rpc.segad: high performance database for user accounts, game
patches, and phone database
6. stitcher: realtime stitching of Oracle database to/from rpc.segad
based on change records
7. ranking system: Elo based ranking system to accurately rank
players based on their win/loss game results against other ranked
players
8. game results engine: results of all games are logged and analyzed
- top ten rankings weekly on wins, ranking with cheat filters
- tournament event parser with cheat detection
- phone analysis and pattern tracking for problem resolution
9. Matcher - Automatic game matching based on
- local calling area
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- current calling plan (local, Nationwide, long distance)
- skill level
- tournament modes
- playing history
- wait time
- user options
10. Catapult Event Monitor ("CEM")
- proactive service analysis package with scaled response (page,
email)
11. ASCII logs
- text logs with multiprocess multiplexing for realtime event
analysis in distributed system
12. XBAND Nationwide: Complex system for providing private, long
distance service through MCI calling card infrastructure
- account creation and phone number registration
- authorization code rotation
- estimated call duration tracking for billing limits
- capped billing plan with maximum credit incremental billing
13. billing engine: conducts transactions with electronic billing
agency
- credit card debit, crediting, forcing
- direct account debiting, crediting
- paper checks
- term billing
14. Japan billing: conditional smart card debiting based on
transaction success
15. News server
- delivers daily versions of news files to SunSega
B. SERVER SOFTWARE, XBAND PC
1. FE-client connection manager
- Message based realtime process
- Client versioning and patching
- Game variants and configuration arbitration
- Personification manager
- Multi-player and H2H game support
2. Multiplayer Matcher
- Multi-variable optimized opponent selection
- Static latency maps of internet providers define matching pools
- Skill level matching
- Variable number of users
3. Game Options
- Game options and configuration database
- Automatic configuration selection and download
4. XDB-High speed account database with multiprocess multiplexor
5. Chat Server
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6. Locater - User and process tracking for location and error recovery
7. Ticker tape - Dynamic time based downloads of "ticker tape"
information
8. Game results logging and player ranking
2. CLIENT SOFTWARE
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A. CLIENT SOFTWARE XBAND PC
1. Windows 95 client application featuring
- personification editor
- chat
- page
- game version and support files
- versioning
- game options
- game results
2. Direct Play support
B. CLIENT SOFTWARE 16-BIT
1. Phone line management system including
- Call waiting detection/handling
- Error detection communication protocol
- multi-level error recovery
2. Patented system for patching games with HW support
3. Client versioning system
- OS patch version
- multiple prioritized game patches
4. Fully dispatched operating system ("XOS1")
- ROM based OS
- Database model for all data
- UNICODE support
- Easily localized (ported to Kanji, Spanish)
- Dispatcher based code model
- Field upgrades via server downloads
- Automatic recovery from memory loss
5. Smart card interface drivers
6. Patches for twenty five games
C. CLIENT SOFTWARE SATURN
1. Flash memory system driver-rotating database with usage balance
and bad block analysis
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2. Multitasking Operating System ("XOS2")
- CD ROM based
- multitasking
- Easily localized
3. TCP/IP stack
- full IP protocol implementation, supports PPP, PAP, CHAP,
UDP, TCP
4. Head-to-head game library
- Synchronous model for extremely low latency
- Minimal game modifications
- Multi-level error recovery with call waiting detection
5. Multiplayer game library ("XMP")
D. CLIENT TOOLS
1. Macintosh based console simulators
- Sega Genesis
- Super Nintendo
- Super Famicon
- Sega Saturn
2. Custom tool for creating news
3. Tools and scripts for crashlog analysis
4. Tools for pulling data from an existing modem and analyzing it
5. Photoshop filters for graphics creation
6. Tool for antialiasing fonts
3. ADDITIONAL TECHNOLOGY
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A. CUSTOMER SERVICE, 16 BIT
1. Mail processing & database: complete mail help desk facility with
- problem tracking database
- one button response for common issues
2. interface screens to XBAND Oracle database
3. IVR system
- Visual Basic based
- Fully integrated with Oracle database
- Customers can modify account view touch tones
- Full auto call dispatch functionality
- Statistics tracking including que size, hold time, call
time, etc.
B. SEGA CHANNEL
Complete functional prototype system that securely downloads games
over cable infrastructure that can be subsequently played over XBAND network.
Includes complete
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authorization and encryption system based on secure micro-controller. System has
been demonstrated in real cable plant in Sunnyvale, CA.
TECHNOLOGIES
1. Realtime authorization server for PC based head end with on the
fly key insertion, enable, disable, with multiple user access
levels
2. *Real time interleaver and data streamer for 2mbit datastream
3. *2 mbit QPSK modulator
4. Non-realtime data preparation tool that encodes and compresses
game data for later transmission with error correction.
5. *QPSK receiver/demodulator for 2mbit data stream
6. "Xxxxx" ASIC (Verilog, Synopsys, Test vectors)
- data stream de-interleave with autolock
- secure micro interface for authorization and decryption
- DMA based data storage of decrypted data stream
- Complete "Xxxx" ASIC compatibility
7. Client software for realtime error correction on 68K
8. Integrated client software for managing software download from
cable modem
9. Flash programming software engine for realtime flash programming
10. Data interleave scheme for multi-channel download with error
correction
11. Embedded secure controller for all authorization functions
- 6805 based DES decryption code
- 6805 realtime communication protocol and SW with ASIC
12. Data files
- schematics for prototype board
- XXXXXXx, data files, and film for board fabrication
- CAD files for plastic case
*items must be licensed from ANTEC before use
4. HARDWARE
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A. HARDWARE
1. Verilog, Synopsys and Test Vectors for "Xxxx" ASIC incorporating
patented ROM patching technology
2. Sega Genesis Modem
- schematics
- layout, XXXXXXx, film for board fabrication
- CAD files for plastic case
3. Schematics for Super Nintendo Modem
- schematics
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- layout, XXXXXXx, film for board fabrication
- CAD files for plastic case
4. Japan Super Nintendo Modem
- schematics
- layout, XXXXXXx, film for board fabrication
- CAD files for plastic case
5. Functional Tester board and software
- Macintosh based function tester with test heads and software
for
- Sega Genesis Modem
- Super Nintendo Modem
- Super Famicon Modem
- Complete schematics and film for all boards
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