Exhibit 10(z)(4)
NCT Group, Inc.
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Dear Sirs, NXT General License
We refer to the NXT General License between New Transducers Limited ("NTL") and
NCT Group, Inc. ("NCT") of today's date (the "General License").
Upon being countersigned by NCT, this Letter shall constitute an agreement to
amend the White Book and a grant of license of certain additional rights.
In consideration for NCT agreeing to enter into the General License, NTL agrees
to amend the White Book and grant an additional license on the following terms:
1. Definitions
1.1 "IPR" shall have the meaning given in the General License.
1.2 "IP Sale Agreement" means the IP Sale Agreement of today's date between (1)
NCT, (2) NCT Audio Products, Inc and (3) NTL.
1.3 "NCTI Rights" means all intellectual property which has been transferred to
NTL under the IP Sale Agreement.
1.4 "Third Party Licenses" shall have the meaning given in the IP Sale
Agreement.
1.5 "White Book" shall have the meaning given in the General License.
2. Amendment to the White Book
2.1 The following restriction shall be inserted into Section III 1 of the White
Book: (g) telephony, telecommunications, and PDA's
2.2 The patents within Section IV 1 of the White Book shall be deemed to
include the NCTI Rights.
3. Additional License
3.1 Subject to the Third Party Licenses, NTL grants to NCT a worldwide,
exclusive and royalty-free license to use the NCTI Rights for any purpose
in the field of use described in Section III 1(b) of the White Book.
3.2 All the terms of the General License shall apply mutatis mutandis to the
license granted by clause 3.1 above with the following exceptions:
(A) the restrictions described in Section III 1(b) of the White Book shall
not apply; and
(B) clauses 3, 4.1, 6 and 7.1 of the General License shall not apply in
respect of the NCTI Rights.
4. Licensed Subsidiaries
4.1 The companies known as Distributed Media Corporation, Distributed Media
Company International, Artera Group Inc., and Artera Group International
shall each be deemed to be a "subsidiary" within the meaning given to this
expression in the General License provided that NCT holds no less than 30%
of the voting rights in each such company. However, where NCT holds less
than 50% of the voting rights in any such company (but more than 30%), then
that company shall cease to have the benefit of the New Royalty Rates as
described in paragraph (b) of the definition of Royalty Rate in the General
License.
Please confirm your acceptance of and agreement to the above terms of amendment
of the White Book and additional license by signing, dating and returning to us
a copy of this Letter.
Yours faithfully
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Director
We confirm our acceptance of and agreement to the above amendment of the General
License.
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CEO
For and on behalf of
NCT Group, Inc.
