Exhibit 10.10
Assignment and Alteration of License Agreement for
Use of Intellectual Properties
The following constitutes an agreement between the Parties, iPublishing, Inc.,
a California Corporation, with offices located in Santa Monica, California
("iPub"), and Hollywood Previews, Inc., a California Corporation, with offices
located in Santa Monica, California ("HPI"), and iMedia International, Inc., a
Delaware Corporation with offices in Santa Monica, CA ("iMed") for the purpose
of altering and assigning a License and Use Agreement for specific
intellectual properties acquired, developed or controlled by iPub.
Recitals:
Whereas iPub and HPI have previously entered into a Licence Agreement for Use
of Intellectual Properties dated April 5, 2003 ("the Agreement"); and
Whereas HPI has recently been acquired by its parent company iMed, a publicly
traded holding company; and
Whereas HPI desires to assign the Agreement along with its obligations to
iMed; and
Whereas iMed is willing to accept assignment of the Agreement along with its
obligations; and
Whereas the terms and conditions of the Agreement provide the legal basis for
the transfer and assignment between parties; and
Whereas iPub has authorized and approved the assignment of the Agreement to
iMed; and
Whereas iPub and iMed have agreed to re-negotiate some of the terms and
conditions of the Agreement.
The Parties hereby agree:
1. Assignment of License. Beginning December 1, 2003 and continuing for
the term of the Agreement, "Hollywood Previews, Inc." shall be replaced
by iMedia International, Inc. as regards all representations, allusion
and obligations as provided for under the Agreement.
2. Alteration of Royalties. Beginning December 1, 2003 and continuing for
the term of the Agreement, royalties for use of iPub intellectual
properties shall no longer be paid on a per-disc basis, but shall be
calculated as a percentage of Gross Profit. iMed will pay iPub the
amount of 5% royalty on the gross profit of each project, job or
product that iMed produces and distributes that utilizes or exploits
the intellectual properties licensed to iMed in the Agreement. "Gross
Profit" shall be calculated as the profit derived by iMed from each
sale after allowing for the cost of goods sold.
3. Sub-License of Trademarks, Copyrights and other Properties. In
accordance with terms of the Agreement, and in order to allow for the
most broad interpretation of iMed's sub-license rights, iPub
irrevocably grants to iMed the right to sub-license, assign or
hypothocate the various trademarks, copyrights and other intellectual
properties to any subsidiary company or third party at the sole
discretion of iMed, and without incurring any additional royalty,
license or sub-license fees or obligations.
Should any legal action be required to enforce any of the terms and conditions
of this agreement, the general terms, conditions, provisions, jurisdiction and
arbitration provisions pertaining to dispute resolution as outlined in the
original Agreement shall prevail.
Agreed to this day, the 12th of December, 2003.
By:
For I-Publishing, Inc.
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Vice President, I-Publishing, Inc.
For Hollywood Previews, Inc.
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CEO, Hollywood Previews, Inc.
For iMedia International, Inc.
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Executive Vice President, iMedia International, Inc.
