SUBLICENSE
SUBLICENSE made as of the 16th day of June, 1993, by and between
INTERACTIVE NETWORKS INCORPORATED, a North Carolina corporation (the
"Sublicensee"), and NETWORK LICENSING, INC., a North Carolina corporation (the
"Sublicensor").
WITNESSETH
WHEREAS, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("▇▇▇▇▇") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇
▇▇▇▇▇▇ (collectively referred to as the "Licensor") are parties to that License
Agreement dated as of December 31, 1990 (the "License Agreement"), as amended by
that Addendum to License Agreement among the Licensor and the Sublicensor dated
as of June 15, 1993 (collectively referred to as the "New License Agreement");
WHEREAS, ▇▇▇▇▇, Licensor and Sublicensor are parties to that Assignment
of License Agreement of even date herewith (the "Assignment"), pursuant to which
▇▇▇▇▇ assigned all of his right, title and interest as a licensee under the
License Agreement to Sublicensor;
WHEREAS, Sublicensee desires to obtain and Sublicensor desires to grant
to Sublicensee a license to manufacture and sell Inventions (as that term is
defined in the License Agreement) as they relate to retail network systems (the
"RNS Rights");
NOW THEREFORE, in consideration of Ten Dollars ($10.00) in hand paid to
Sublicensor, the mutual covenants hereinafter contained, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
Section 1. The term of this Sublicense shall commence upon the date
hereof and shall expire upon expiration of the New License Agreement.
Section 2. In consideration of the obligations of the Sublicensee to
Sublicensor set forth in this Agreement, Sublicensor hereby grants to
Sublicensee an exclusive worldwide license during the term of this Sublicense to
use and practice all of the rights of Sublicensor under the New License
Agreement and the Assignment with respect to the RNS Rights.
Section 3.
A . All of the obligations contained in the New License Agreement and
the Assignment conferred and imposed upon Sublicensor with respect to the RNS
Rights, and all of the rights and privileges conferred upon Sublicensor
thereunder with respect to the RNS Rights, are hereby conferred and imposed upon
Sublicensee. Sublicensor hereby instructs Sublicensee to make those payments
required to be made by Sublicensor to ▇▇▇▇▇ and the Licensor under the New
License Agreement and the Assignment, including, without limitation, those
payments required pursuant to Sections 9 and 10 of the Assignment, as and when
due until otherwise notified by
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Sublicensor and Sublicensee covenants and agrees that it will do so. Sublicensee
covenants and agrees otherwise fully and faithfully to perform the terms and
conditions of the New License Agreement. Sublicensee shall not do or cause to be
done or suffer or permit any act to be done which would or might cause the New
License Agreement, or the rights of Sublicensor as licensee under the New
License Agreement, to be endangered, canceled, terminated, forfeited or
surrendered, or which would or might cause Sublicensor to be in default
thereunder or liable for any damage, claim or penalty. Sublicensee agrees that
if there is any conflict between the provisions of this Sublicense and the
provisions of the New License Agreement which would permit Sublicensee to do or
cause to be done or suffer or permit any act or thing to be done which is
prohibited by the New License Agreement then the provisions of the New License
Agreement shall prevail.
B . In the event of any default or failure of performance under the New
License Agreement by the Licensor, Sublicensee shall be entitled to pursue
whatever rights and remedies it may have directly against Licensor.
Section 4. If any provision of this Sublicense, or the particular
application thereof, shall to any extent be held invalid or unenforceable by the
court of competent jurisdiction, the invalidity of such provision shall not be
deemed to affect the validity of any other provision herein contained. Any such
invalid provision shall be deemed to be stricken from this Sublicense, which
shall otherwise continue in full force and effect in all respects.
Section 5. ▇▇▇▇▇ shall have the right at his own expense, and not more
often than once in each calendar quarter, to have a certified public accountant
examine the books of the Sublicensee to verify the statements prepared by the
Sublicensee with respect to payments owed to ▇▇▇▇▇ under the Assignment. In the
event that a discrepancy of more than 5% of the collected gross revenues is
verified by ▇▇▇▇▇' accountant (which verification is not successfully disproved
by the Sublicensee in a court of competent jurisdiction), Sublicensee shall
within 60 days pay to ▇▇▇▇▇ all expenses of the examination, including all
reasonable legal fees expended in sustaining any alleged discrepancy, in
addition to the additional royalties due (to the extent that such payments have
not been made by the Sublicensor).
Section 6. This Sublicense sets forth the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements, arrangements and understandings related
thereto. This Sublicense may not be modified or amended in any manner except by
written agreement.
Section 7. The covenants and agreements contained herein shall be
binding upon and inure to the benefit of the parties hereto, their respective
successors, legal representatives and assigns.
Section 8. This Sublicense shall be interpreted under and pursuant to
the laws of the State of North Carolina, and the parties consent to jurisdiction
in said state.
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IN WITNESS WHEREOF, the parties hereto have executed this Sublicense as
of the day and date first specified above.
INTERACTIVE NETWORKS INCORPORATED
ATTEST:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III
President
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Secretary
[CORPORATE SEAL]
NETWORK LICENSING, INC.
ATTEST:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III
President
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Secretary
[CORPORATE SEAL]
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