License Agreement for Dexter's Laboratory [Amendment No. 1] - Warner Bros. Consumer Products and BAM! Entertainment Inc.
[CONFIDENTIAL PORTIONS OMITTED]
[WARNER BROS. LOGO]
WARNER BROS.
CONSUMER PRODUCTS
March 7, 2002
BAM! ENTERTAINMENT
333 West Santa Clara Avenue
Suite 716
San Jose, CA 95113
Attn: Ray Musci
RE: WARNER BROS. LICENSE AGREEMENT #12697-DEX (DEXTER'S
LABORATORY) AMENDMENT NO. 1
Gentlemen:
This letter when fully executed shall formally amend that certain License
Agreement made October 4, 2000, relative to certain rights owned and controlled
by our client, Warner Bros.
By our mutual execution hereof, it is agreed as follows:
1. PARAGRAPH 1(a) LICENSED PROPERTY:: is hereby amended by adding the
following:
Action Hank for One Gameboy Advance game
Monkey for one game platform set forth below.
2. PARAGRAPH 1(b) LICENSED PRODUCTS: is hereby amended by adding the
following:
iii) Playstation I
iv) Playstation II
v) Microsoft X-Box
vi) Nintendo GameCube
vii) PC CD-Rom to specifically excluding educational titles
vii) Palm/OS cartridge to specifically excluding online distribution
It is understood and agreed that for Licensed Product (ii) (Gameboy
Advance) as set forth in the agreement Licensee can develop five
original SKU's with no more than two original titles launching per
year. Furthermore Licensee may develop three original SKU's (not
including ports) for the Licensed Products (iii-vi) and Licensee may
develop four original SKU's for Licensed Product (vii).
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BAM! ENTERTAINMENT
3/7/02
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3. PARAGRAPH 1(d) MARKETING DATE: is hereby deleted and replaced with the
following:
For purposes of subdivision 15(a)(vii), the Marketing Date for Licensed
Products (i-iii) and (vii and viii) shall be no later than December 31,
2002. For Licensed Products (iv-vi) shall be no later than October 1,
2003.
4. PARAGRAPH 3 TERM: is hereby amended with the following:
The term ("Term") of the Agreement shall terminate on September 1,
2005.
5. PARAGRAPH 4(a) GUARANTEED CONSIDERATION: is hereby amended by adding
the following:
GUARANTEED CONSIDERATION: the additional sum of $[*] payable as
follows:
<TABLE>
<CAPTION>
DATE AMOUNT
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<S> <C>
Upon execution of the Amendment $[*]
On or before August 1, 2002 $[*]
On or before December 1, 2002 $[*]
On or before June 1, 2003 $[*]
</TABLE>
6. PARAGRAPH 4(b) ROYALTY PAYMENTS: royalty rate percentage is hereby
amended with the following:
For Licensed Product iii) [*] of Net Sales;
For Licensed Product vii) and viii) [*] of Net Sales; and
For Licensed Products iv) - vi) [*] of Net Sales for unit sales from 1
to 500,000; [*] from 500,001 to 1,000,000; and [*] from 1,000,001 and
beyond.
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* Confidential portion omitted and filed separately with the Commission.
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BAM! ENTERTAINMENT
3/7/02
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In all other respects, other than as noted above, the subject License Agreement
and all of its terms and conditions shall continue to govern our relationship.
Please show your concurrence with the above by signing all copies and returning
same to Warner Bros. Consumer Products. Upon final execution, one copy will be
sent to you for your files.
This letter shall have no legal effect unless and until signed by all parties
noted below.
Sincerely, AGREED AND ACCEPTED:
WARNER BROS. CONSUMER PRODUCTS, BAM! ENTERTAINMENT
a Division of Time Warner
Entertainment Company, L.P.
By: /s/ Gary R. Simon By: /s/ Raymond Musci
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Gary R. Simon
Senior Vice President, Business
and Legal Affairs
Date 3/7/02 Date 3/8/02
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