Exclusive Ragnarok License and Distribution Agreement [Amendment No. 2] - Gravity Corp. and Burda Holding International GmbH
SECOND AMENDMENT TO THE EXCLUSIVE RAGNAROK LICENSE AND DISTRIBUTION AGREEMENT
THIS SECOND AMENDMENT to the Exclusive Ragnarok License and Distribution
Agreement (this "Amendment"), dated as of 18. November, 2003 was entered into by
and between Burda Holding International GmbH, a company organized under the laws
of Germany ("LICENSEE"), having its principal offices at Arabellastrasse 23,
81925 Munich, Germany and Gravity Corporation, a company organized under the
laws of the Republic of Korea ("LICENSOR"), having its principal offices at 3rd
Fl. Shingu Bldg., 620-2, Shinsa-Dong, Kangnam-Ku, Seoul, 135-894, Korea.
AMENDMENT
WHEREAS, the parties have had some disputes on transfer of iRO players arising
out of Article 2 Section 7 of the Agreement and the payment of the US$100,000
remaining balance of Initial Payment under Article 5 Section 1(a) of the
Agreement;
WHEREAS, Licensee acknowledged difficulties of operating the Game in Territory
according to its initial business plan and thus asked Licensor for a reduction
of Royalty set forth in Article 5 Section 1(b) of the Agreement;
WHEREAS, the parties have had some discussions about certain re-adjustments of
conditions of the Agreement dated as of 18. November, 2003; and
WHEREAS, the parties to this Amendment have reached an agreement, according to
which:
o Licensor waives his right to claim a payment of US$ 100,000.00
(hundred thousand United States Dollars) in exchange for the transfer
of the iRO Players according to Section 2.7 of the Agreement;
o Royalties will be reduced from 33% to 30% starting from 01.12.2004
until 30.11.2005.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein and other good and valuable consideration, the parties hereto agree as
follows:
1. Definitions. Unless otherwise defined herein, capitalized terms used in
this Amendment shall have the same meaning as those used in the Agreement.
2. Due to certain legal restrictions regarding the transfer of iRO Players
accounts from the US to Licensee as agreed upon in Section 2.7 of the
Agreement, the Parties agree to delete Section 2.7 of the Agreement.
3. Article 5 Section 1 of the Agreement will be modified as follows:
"5.1 IN CONSIDERATION OF THE LICENSE AND TECHNICAL ASSISTANCE GRANTED UNDER
THIS AGREEMENT, LICENSEE SHALL PAY THE FOLLOWING AMOUNTS TO LICENSOR:
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(a) INITIAL PAYMENT
LICENSEE SHALL PAY TO LICENSOR A SUM OF 150,000 UNITED STATES DOLLARS (USD
150,000) ("INITIAL PAYMENT") WITHIN SEVEN (10) DAYS AFTER THE DATE OF
SIGNING THE AGREEMENT AND BEFORE THE COMMENCEMENT OF COMMERCIAL SERVICE OF
THE GAME ("COMMERCIAL SERVICE DATE").
THE INITIAL PAYMENT, WHETHER IN PART OR IN WHOLE, SHALL NOT BE REFUNDED TO
OR RECOUPED BY LICENSEE, EXCEPT FOR CASES WHERE THE GAME DOES NOT FUNCTION
PROPERLY DUE TO INHERENT DEFECTS OR BUGS THEREIN INCLUDING ANY EXTERNAL
SOFTWARE AND TECHNOLOGY PROVIDED BY THE LICENSOR, WHICH ARE NOT REMEDIED BY
LICENSOR WITHIN EIGHTY (80) DAYS FROM THE DATE WHEN THE WRITTEN REPORT UPON
SUCH DEFECTS OR BUGS BEEN DELIVERED TO LICENSOR BY LICENSEE OR IN CASES
WHERE THE GAME CANNOT BE LAUNCHED IN THE TERRITORY DUE TO FORCE MAJEURE.
(b) ROYALTY AND REPORT
IN ADDITION TO THE INITIAL PAYMENT, LICENSEE SHALL PAY TO LICENSOR FOR THE
LICENSE PERIOD 01.12.2004 UNTIL 30.11.2005 AS CONTINUING ROYALTIES THIRTY
PERCENT (30%) OF THE GROSS SALES AMOUNT ("REDUCED ROYALTY"). FOR THE
LICENSE PERIOD BEFORE AND THEREAFTER LICENSEE WILL PAY AS CONTINUING
ROYALTIES THIRTY-THREE PERCENT (33%) OF THE GROSS SALES AMOUNT ("ROYALTY").
THE ROYALTY AND THE REDUCED ROYALTY SHALL BE PAID ON A MONTHLY BASIS WITHIN
TWENTY-FIVE (25) DAYS AFTER THE ROYALTY REPORT AS PROVIDED FOR BELOW HAS
BEEN RECEIVED BY LICENSOR. PAYMENT SHALL BE DEEMED MADE UPON PRESENTATION
OF LICENSEE WHETHER IN FAX OR ANY OTHER MEANS THE REMITTANCE CONFIRMATION
OR NOTICE TO LICENSOR. IN ANY CASE, UNLESS LICENSOR ACTUALLY RECEIVES THE
REMITTED AMOUNT, THE PAYMENT SHALL NOT BE DEEMED TO BE PAID. LICENSEE SHALL
ALSO PROVIDE LICENSOR WITH A REPORT ("ROYALTY REPORT") ON A MONTHLY BASIS
WITHIN TWENTY (20) DAYS AFTER THE END OF THE APPLICABLE MONTH. EACH ROYALTY
REPORT SHALL CONTAIN DETAILED INFORMATION ON THE CALCULATION OF
SERVICE-SALES AMOUNT FOR THE APPLICABLE MONTH AND SHALL BE ACCOMPANIED BY
THE ACCOUNTING STATEMENT SHOWING THE CALCULATION AND AGGREGATE AMOUNT OF
ROYALTIES. FOR THE FIRST MONTH AFTER THE COMMERCIAL SERVICE DATE, LICENSEE
SHALL BE ALLOWED TO PAY THE ROYALTY DUE WITHIN SIXTY (60) DAYS AFTER THE
END OF THE APPLICABLE MONTH."
Article 11 (Confidentiality), Article 13 (Termination), Article 14 (Force
Majeure) and Article 15 (General Provisions) of the Agreement will also apply to
this Amendment.
It is understood and agreed that this Amendment is a compromise settlement of
currently existing and disputed claims, and that neither Licensee nor Licensor
have admitted any liability or wrongdoing.
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IN WITNESS WHEREOF, the Parties have caused and executed this Agreement on the
date first above-written in duplicate originals by their duly authorized
representatives as of the day and year first above written.
FOR AND ON BEHALF OF FOR AND ON BEHALF OF
GRAVITY CORPORATION, BURDA HOLDING INTERNATIONAL Gmbh
By: /s/ Jung Ryool Kim By: /s/ Jan-Gisbert Schultze
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Name: Jung-Ryool Kim Name: Dr. Jan-Gisbert Schultze
Title: Chairman Title: CEO
Date: Date:
Witness: Witness:
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