INTEROACT SYSTEMS, INCORPORATED
00 XXXXXXXX XXXXXX
XXXXXXX, XXXXXXXXXXX 00000
July 22, 1996
Xxxxxx X. Xxxxxx
00000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxx 00000
Xxxxxx X. Xxxxxx
0000 Xxxxxxx Xxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
Gentlemen:
This letter amends in certain respects the present agreement (the "Agreement")
whereby InteroAct Systems, Incorporated, a North Carolina corporation
("InteroAct") (formerly Interactive Networks Incorporated), through its wholly
owned subsidiary, Network Licensing, Inc., a North Carolina corporation
("Network"), has the exclusive (to the extent of your rights therein), wordwide
right and license to manufacture, use, sell and grant sublicenses with respect
to United States Patent Number 4,554,446, United States Patent Number 4,672,377
and United States Patent Number 5,305,195 and improvements thereon
(collectively, the "Patents") and has agreed to pay you certain royalties. The
Agreement is reflected in a License Agreement dated as of December 30, 1990 (the
"Original License Agreement") between you and Xxxxxxx X. Xxxxx, an individual
("Xxxxx), an Assignment of License Agreement dated as of June 15, 1993 (the
"Assignment") among you, Xxxxx and Network, an Addendum to License Agreement
dated as of June 15, 1993 (the "Addendum") between you and Network, a Sublicense
Agreement dated as of June 16, 1993 between InteroAct and Network (the
"Sublicense"), and a Settlement Agreement and Mutual General Release dated as of
September 6, 1994 (the "Settlement Agreement") among you, Network and InteroAct
(the Original License Agreement, as modified by the Assignment, Addendum, and
Settlement Agreement collectively, the "License Agreement").
The Agreement is amended as follows:
1. The $10,000 per month minimum monthly royalty referred to in
Paragraph B.1 of the License Agreement shall be increased to
$20,000 effective with the royalty payment due from InteroAct
for the month of August.
2. Paragraph D.3 of the License Agreement is amended in its
entirety to read as follows:
Either party may terminate this License Agreement at any time
after only the minimum payments called for in Paragraph B.1
hereof shall have been paid to the Licensor for any period of
twenty-four (24) consecutive months beginning on or after
October 1, 1996.
We have also agreed that we will all act in good faith and use our best efforts
to negotiate and finalize a written assignment that directly assigns the Patents
to InteroAct and such other documents or instruments as may be mutually
agreeable to reflect all agreements with respect to the Patent rights and the
payment of royalties and other consideration to you.
Thank you for your cooperation. If the following is in accordance with our
agreements, please sign the enclosed copy of this letter and return it to us.
INTERoACT SYSTEMS, INCORPORATED
/s/ Xxxxxxx X. Xxxxxxx, Vice Chairman
AGREED TO AND ACCEPTED:
/s/ XXXXXX XXXXXX (SEAL)
Xxxxxx Xxxxxx
/s/ XXXXXX X. XXXXXX (SEAL)
Xxxxxx X. Xxxxxx
