License Agreement [Amendment No. 6] - Koss Corp. and Jiangsu Electronics Industries Ltd.
SIXTH AMENDMENT TO LICENSE AGREEMENT
THIS SIXTH AMENDMENT TO LICENSE AGREEMENT ("Sixth Amendment") is made
and entered into this 15th day of August, 2001, effective as of June 30, 2001,
by and between KOSS CORPORATION, a Delaware corporation ("LICENSOR"), and
JIANGSU ELECTRONICS INDUSTRIES LIMITED, a British Virgin Islands company
("LICENSEE").
RECITALS
WHEREAS, LICENSOR and LICENSEE (by way of assignment) are parties to a
certain License Agreement between LICENSOR and Trabelco N.V. dated November 15,
1991 ("Original License Agreement"), as amended by an Amendment to License
Agreement dated November 15, 1991 ("First Amendment"), a Second Amendment to
License Agreement dated September 29, 1995 ("Second Amendment"), a Third
Amendment and Assignment of License Agreement dated as of March 31, 1997 ("Third
Amendment"), a Fourth Amendment to License Agreement dated May 29, 1998 ("Fourth
Amendment"), and a Fifth Amendment to License Agreement dated March 30, 2001
("Fifth Amendment") (the Original License Agreement, the First Amendment, the
Second Amendment, the Third Amendment, the Fourth Amendment, and the Fifth
Amendment are hereinafter collectively referred to as the "License Agreement");
and
WHEREAS, the parties now desire to further amend certain terms and
provisions of the License Agreement and to renew the License Agreement as
hereinafter provided; and
WHEREAS, as an inducement to LICENSOR to amend the License Agreement
and enter into this Sixth Amendment, Orient Power Holdings Limited, a Bermuda
company, desires to reaffirm its guarantee of the obligations of LICENSEE under
the License Agreement and this Sixth Amendment by executing the Consent of
Guarantor in the form of Exhibit F attached hereto.
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. The parties hereto agree to renew the License Agreement for the
Contract Year starting January 1, 2002 and ending December 31, 2002.
2. Section 7.3 of the License Agreement (as amended by the Third
Amendment, the Fourth Amendment and the Fifth Amendment) is hereby deleted in
its entirety and the following inserted in its place.
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7.3 LICENSEE shall pay to LICENSOR the following Minimum
Royalties for the Contract Years set forth below:
Year Minimum Royalties
---- -----------------
2001 $500,000
2002 $500,000
If the sum of the total Royalties paid with respect
to a Contract Year does not equal or exceed the
Minimum Royalties for such Contract Year, the
difference between the Minimum Royalties and the
Royalties for such Contract Year shall be due and
payable on each January 20 following such Contract
Year.
3. The parties hereto agree that this Sixth Amendment has been jointly
drafted by the parties, that the language used in this Sixth Amendment reflects
their mutual intent, and that no term or provision shall be construed more or
less favorably to either party hereto on the grounds that it was drafted or
authorized by such party.
4. Except as hereby amended, the License Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have duly executed this Sixth
Amendment on the day and year first above written.
KOSS CORPORATION
By: /s/ Michael J. Koss
-------------------
Print Name: Michael J. Koss
Title: President/CEO
JIANGSU ELECTRONICS INDUSTRIES LIMITED
By: /s/ Poon Ka Hung
----------------
Print Name: Poon Ka Hung
Title: Chief Executive Officer
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EXHIBIT F
CONSENT OF GUARANTOR
The undersigned, Orient Power Holdings Limited, a Bermuda company
("Orient Power"), for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, hereby consents to the foregoing
Sixth Amendment to License Agreement ("Sixth Amendment") and reaffirms its
guarantee of the performance by Jiangsu Electronics Industries Limited ("Jiangsu
Electronics") or any sublicensee of Jiangsu Electronics (Jiangsu Electronics and
any sublicensee are hereinafter collectively referred to as "Jiangsu") of all of
Jiangsu's obligations under (a) the Sixth Amendment and (b) that certain License
Agreement between Koss Corporation, as Licensor, and Trabelco N.V., as Licensee,
dated November 15, 1991, as amended by an Amendment to License Agreement dated
November 15, 1991, and a Second Amendment to License Agreement dated September
29, 1995, and a Third Amendment and Assignment of License Agreement dated as of
March 31, 1997 between Trabelco N.V., Jiangsu Electronics, Hagemeyer Electronics
(N.A.), Inc., Hagemeyer Consumer Products, Inc. d/b/a/ Koss Electronics
Products, KCP Limited and Koss Corporation, and a Fourth Amendment to License
Agreement dated May 29, 1998, and a Fifth Amendment to License Agreement dated
March 30, 2001 (collectively, that certain License Agreement and the amendments
thereto are hereinafter collectively referred to as the "License Agreement").
Orient Power also guarantees the payment to Koss Corporation of any and all
amounts owed to Koss Corporation by Jiangsu under the Sixth Amendment and the
License Agreement, including but not limited to, the royalty obligations and
indemnity obligations of Jiangsu thereunder.
ORIENT POWER HOLDINGS LIMITED
Dated: 08/15/01 By: /s/ Poon Ka Hung
----------------
Name: Poon Ka Hung
Title: Chief Executive Officer
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