Exhibit 10.2
AMENDMENT NO. 1
TO
LICENSE AGREEMENT
This Amendment No. 1 to License Agreement (this "Amendment") is entered
into as of June 28, 2001, by and between Majesco Sales, Inc. ("Licensee"), with
offices at 000 Xxxxxxx Xxxxxx Xxxxxxx, Xxxxxx, Xxx Xxxxxx 00000, and Activision
Publishing, Inc. ("Activision"), a Delaware corporation, with offices at 0000
Xxxxx Xxxx Xxxxxxxxx, Xxxxx Xxxxxx, Xxxxxxxxxx 00000.
A. Activision and Licensee entered into that certain License
Agreement dated as June 30, 2000 relating to the license by
Activision to Licensee of rights to convert Activision's
entertainment software product entitled Solider of Fortune for
use on the Sony PlayStation 2 video game console (the "SOF
Agreement"), that License Agreement dated as of September 29,
2000 relating to the license by Activision to Licensee of
rights to convert Activision's entertainment product entitled
Star Trek Voyager: Elite Force for use on the Sony PlayStation
2 video game console (the "Elite Force Agreement"), and that
License Agreement dated as of October 1, 2000 relating to the
license by Activision to Licensee of rights to convert
Activision's entertainment software product entitled Pitfall:
The Mayan Adventure for use on the Nintendo Game Boy Advance
handheld video game system (the "Pitfall Agreement") (the SOF
Agreement, the Elite Force Agreement and the Pitfall Agreement
are collectively referred to herein as the "Agreements"), and,
with respect to all of the Agreements, the right to develop,
manufacture, advertise, promote, distribute and sell such
converted entertainment software products throughout the
world.
B. The Agreements prohibit Licensee from sublicensing to a third
party the rights granted to Licensee by Activision.
C. The parties now desire to amend each of the Agreements to
permit Licensee to sublicense its rights under the Agreements
to a third party, subject to the terms and conditions of this
Amendment.
The parties hereby amend the Agreements as follows:
1. Rights to Sublicense. Notwithstanding Section 1.2(a) of each of the
Agreements, Activision hereby grants to Licensee the right to
sublicense the rights granted to Licensee by Activision under (a) the
SOF Agreement and the Elite Force Agreement to EON Digital
Entertainment Ltd. ("EON"), located at 00/00 Xxxxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxx X0X 0XX, Xxxxxx Xxxxxxx, and (b) the Pitfall Agreement to THQ,
Inc. ("THQ"), located at 00000 Xxxxxx Xxxx, Xxxxx 000, Xxxxxxxxx,
Xxxxxxxxxx 00000, provided that Licensee shall be permitted to
sublicense such rights to EON and THQ only with respect to Europe,
Australia, New Zealand and those other territories specified in
Licensee's
written agreements with EON and THQ (but in all cases, specifically
excluding North America). Licensee shall not be permitted to sublicense
its rights under the Agreements to any other party or with respect to
North America or any other part of the Territory without Activision's
prior written approval.
2. Additional Advance. In consideration of the further rights granted to
Licensee pursuant to this Amendment, Licensee agrees to pay Activision
an additional non-refundable Advance in the amount of (****), fifty
percent (50%) of which shall be due and payable via wire transfer
within one (1) business day of execution of this Amendment and the
remaining fifty percent (50%) of which shall be due and payable no
later than six (6) months after the execution of this Amendment. (****)
of the total additional Advance shall be allocated each to the EOF
Agreement and the Elite Force Agreement, and the remaining (****) of
the total additional Advance shall be allocated to the Pitfall
Agreement.
3. Royalties. Notwithstanding the Royalty percentages set forth in
Schedule D of each of the Agreements, Licensee shall pay Activision
royalties as follows: (a) SOF Agreement and Elite Force Agreement:
(****) of any and all sums received by Licensee from EON with respect
to the rights granted to EON pursuant to this Agreement and sales or
licensees of units of the Product by EON in Europe (including any
advance or guarantee payments and royalties); provided, however, that,
in no event shall Royalties payable to Activision be less than (****)
per unit; and (b) Pitfall Agreement: (****) of any and all sums
received by Licensee from THQ with respect to the rights granted to THQ
pursuant to this Amendment and sales or licenses of units of the
Product by THQ in Europe (including any advance or guarantee payments
and royalties); provided, however, that, in no event shall Royalties
payable to Activision be less than (****) per unit.
4. Term. The Term of each of the Agreements shall be extended by one (1)
year, such that the Term of the SOF Agreement shall expire on June 29,
2003, the Term of the Elite Force Agreement shall expire on September
28, 2003, and the term of the Pitfall Agreement shall expire on
September 30, 2003.
5. General Conditions. Capitalized terms used in this Amendment and not
otherwise defined herein shall have the meanings respectively ascribed
to such terms under the Agreements. Unless otherwise stated herein, the
parties agree that all of the terms and conditions contained in the
Agreements shall remain in full force and effect and shall be equally
applicable to this Amendment (including, without limitation,
Activision's (and its licensors') Sony's and Nintendo's approval rights
with respect to the Product, and any version or localization thereof
created and developed by EON or THQ, as set forth in Sections 2.5 and
2.6 of the SOF Agreement and the Pitfall Agreement and Sections 2.5 and
2.7 of the Elite force Agreement). Notwithstanding the foregoing, if
any term or provision of the Agreements is contradictory to, or
inconsistent with, any term or provision of this amendment, then the
terms and provisions of this Amendment shall in all events control and
such contradictory or inconsistent term or provision of the Agreements
shall be null and void solely for purposes of interpreting this
Amendment.
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(*) Confidential portion omitted and filed separately with the Securities
Exchange Commission.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the date specified below.
ACTIVISION: LICENSEE:
ACTIVISION PUBLISHING, INC. MAJESCO SALES, INC.
By: By:
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