MASTER ALLIANCE AGREEMENT ADDENDUM 3
Exhibit
10.55
ADDENDUM
3
Between
the undersigned
Audible
Inc.,
a
Delaware corporation having offices at 0 Xxxxxxxxxx Xxxx, 00xx
Xxxxx,
Xxxxxx, Xxx Xxxxxx 00000, represented by
Hereinafter
“Audible”
And
France
Loisirs,
a
French stock corporation with a capital of 3.724.000 €, registered under number
702 019 902 RCS Paris, having offices at 000 xxxxxxxxx xx Xxxxxxxx -
00 015 Paris, represented by
Hereinafter
“France Loisirs”
And
Audio
Direct,
French
stock corporation with a capital of 100.000 €, registered under number 453
464 927 RCS Paris, having offices at 000 xxxxxxxxx xx Xxxxxxxx - 00000
Xxxxx, represented by
Hereinafter
“Audio Direct”
Preamble
According
to a Master Alliance Agreement between Audible, France Loisirs and Audio Direct,
Audible grants to France Loisirs the exclusive right and licence to conduct
and
operate the Audible Service, to offer and sell licenses to end users to download
digital audio books and audio spoken word content in French.
This
agreement commences on September 15th
2004 and
continues for a period of 24 months.
By
letter
dated June the 22nd
2006,
and as per article 7.1, Audio Direct informs Audible about its discussions
with
a major French publishing house to form a joint company in order to develop
Audible content and simplify the financial terms of the renewed Master Alliance
Agreement.
According
to an Addendum n°1 to the Master Alliance Agreement, the parties agree to a
first renewal period from September the 15th
to
December the 31st
2006,
and then they agree to a second renewal period from December the 31st
2006 to
March the 31st
2007.
According to Addendum n°2 to the Master Alliance Agreement, if the parties do
not agree to renew the Master Alliance Agreement by March the 31st
2007,
the Term of such agreement will end on April the 30th
2007.
The
discussions between Audio Direct and the French publishing house to form a
joint
company do not succeed.
The
parties agree to renew the Master Alliance Agreement.
Therefore
it has been agreed and decided as follows:
Article
1 -
France
Loisirs hereby renews the Master Alliance Agreement in accordance with Section
7.1 thereof. The renewal period of the Master Alliance Agreement shall commence
on March the 31st
2007 and
continue for three years in accordance with the terms of said Section
7.1.
As
provided in said Section 7.1, the Master Alliance Agreement may be renewed
by
France Loisirs in its sole discretion for successive 3 year periods by providing
written notice of renewal to Audible prior to the expiration of the then-current
renewal period.
Article
2 -
The
parties agree that other terms and conditions of the Master Alliance Agreement
not modified hereunder remain in effect.
By:
Xxxxxx X. XXXX
Title:
Chairman and CEO
Date:
France
Loisirs
By:
Xxxx
XXXXX
Title:
President
Date:
Date:
Audio
Direct s.a.s
By:
Xxx
XXXXX
Title:
President
Date: