Sublicense Agreement [Amendment No. 7] - Funimation Productions Ltd. and Atari Inc.
AMENDMENT SEVEN
This Amendment Seven (the "Amendment") is entered into as of December 31, 2004
between FUNIMATION PRODUCTIONS, LTD., a Texas limited partnership having its
registered office at 6851 NE Loop 820, Suite 247, Fort Worth, Texas 76180 U,S.A.
("Licensor") and Atari, Inc. (f/k/a Infogrames, Inc,), a Delaware corporation
having its principal offices at 417 Fifth Avenue, New York, NY 10016
("Licensee").
W I T N E S S E T H :
WHEREAS, Licensor and Licensee entered into a Sublicense Agreement dated
October 27, 1999, which was subsequently amended by Amendment One dated April
20, 2002, by Amendment Two dated June 15,2002, by Amendment Three dated October
15, 2002, by Amendment Four dated November 13,2002, by Amendment Five dated
February 21, 2003, and by Amendment Six dated August 11, 2003 (the Sublicense
Agreement as thereby amended shall hereafter be referred to as the
"Agreement", as in full force and effect as of the date hereof); and
WHEREAS, both Licensee and Licensor are in agreement with respect to the
terms and conditions upon which to enter into this Amendment to amend the
Agreement;
NOW, THEREFORE, in consideration of the promises and agreements set forth
herein, the parties, each intending to be legally bound, do hereby agree as
follows:
1. Subject to the terms and conditions of this Amendment and of the Agreement,
the definition of Licensed Products (as stated in Schedule A, Paragraph 4 of the
Agreement) is hereby expanded to include the following four (4) additional
Licensed Product items based on the Property and/or the Film:
(a) Licensed Product item # 16: one (1) interactive "fighting" style game
for the Game Boy Advance platform (working title: "DBZ Supersonic Warriors");
(b) Licensed Product item # 17: one (1) interactive "fighting" style game
for the PlayStation2 platform (working title: "DBZ Budokai 3"); and
(c) Licensed Product item #18: one (1) interactive "fighting" style game
for the Nintendo Game Cube platform (working title: "DBZ Budokai 2");
(d) Licensed Product item # 19: one (1) interactive "role playing" style
game for the Nintendo Game Cube platform (working title: "Sagas Evolution").
2. The Royalty Rate (as stated in Schedule A, Paragraph 8 of the Agreement) for
each Licensed Product items # 16, # 17, #18, and # 19 shall be:
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(a) for total unit sales per any such individual Licensed Product item for
up to five hundred thousand (500,000) units of such individual Licensed Product
item, eight and one-half percent (8.5%) of Net Sales; and
(b) for total unit sales per any such individual Licensed Product item in
excess of five hundred thousand (500,000) units of such individual Licensed
Product item, ten percent (10%) of Net Sales.
For the purpose of clarity, 2(b) above shall apply only to any given Licensed
Product item covered by this Amendment if sales of such individual Licensed
Product item exceed 500,000 units of that individual Licensed Product item, and
2(b) above shall not apply to sales of any other Licensed Product item covered
by this Amendment until sales of such individual Licensed Product item have
exceeded 500,000 units.
3. With respect to Licensed Product #17, Licensee shall pay to Licensor a non-
refundable advance payable as stated herein. The advance for the Licensed
Product shall be recoupable against future royalties payable to Licensor for
sales of such Licensed Product. The advance for the Licensed Product shall be
payable as follows:
(a) For Licensed Product item #17: one hundred thousand dollars ($100,000)
upon execution of this Amendment and one hundred thousand dollars ($100,000) on
the date Licensed Product item #17 is first available for purchase by the public
or on November 26,2004, whichever occurs first.
4. With respect to Licensed Product item #16, all Product Dates (as stated in
Schedule A, Paragraph 11 of the Agreement) have been satisfied.
5. With respect to Licensed Product item # 17, all Product Dates (as stated in
Schedule A, Paragraph 11 of the Agreement) except Phase 4 have been satisfied to
date, The Phase 4 Date shall be:
(a) Phase 4 Date: Gold: 4th calendar quarter of 2004
6. With respect to Licensed Product item #18, the Product Dates (as stated in
Schedule A, Paragraph 11 of the Agreement) shall be:
(a) Design Date:Concept Document Satisfied
(b) Phase 1 Date:3-D Models 1st calendar quarter 2005
(c) Phase 2 Date:Alpha 1st calendar quarter 2005
(d) Phase 3 Date:Beta 1st calendar quarter 2005
(e) Phase 4 Date:Gold 1st calendar quarter 2005
7. With respect to Licensed Product item #19, the Product Dates (as stated in
Schedule A, Paragraph 11 of the Agreement) shall be:
(a) Design Date:Concept Document Satisfied
(b) Phase 1 Date:3-D Models 4th calendar quarter 2004
(c) Phase 2 Date:Alpha 4th calendar quarter 2004
(d) Phase 3 Date:Beta 1st calendar quarter 2005
(e) Phase 4 Date:Gold 1st calendar quarter 2005
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8. The Term of the Agreement is hereby amended so that it shall be coterminous
with the term of the sublicense agreement between the parties dated December
31,2004, For clarity, the foregoing amendment to the term is applicable to all
Licensed Products licensed under the Agreement.
Except as amended herein, all of the other terms and conditions of the Agreement
shall be in full force and effect. In the event of any inconsistency,
incongruity or conflict, the terms and conditions of this document shall
prevail.
IN WITNESS WHEREOF, the parties hereto, intending to be legally
bound hereby, have each caused to be affixed hereto its or his/her hand and seal
the day indicated.
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LICENSOR:
FUNIMATION PRODUCTIONS, LTD.,
a Texas limited partnership
BY: /s/ Robert G. Brennan
-----------------------
NAME: Robert G. Brennan
Title: Director of Licensing
LICENSEE:
Atari, Inc.
A Delaware corporation
BY: /s/ Harry M. Rubin
-----------------------
NAME: Harry M. Rubin
Title: Sr. Exec. VP
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