Sample Business Contracts

License Agreement - Take-Two Interactive Software Inc. and Apogee Software Ltd. d/b/a 3D Realms Entertainment

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                                  July 26, 2001

Apogee Software, Ltd. (d/b/a 3D Realms Entertainment)
3960 Broadway
Garland, TX  75043

Attention:  Scott Miller, Chief Executive Officer

Dear Mr. Miller:

This letter agreement ("Letter") between Take-Two Interactive Software, Inc.
("Take 2) and Apogee Software, Ltd. (d/b/a 3D Realms Entertainment) ("Apogee")
sets forth the initial terms and conditions under which Apogee grants Take 2 the
exclusive worldwide right to develop Ports of the software title "Max Payne"
(the "Game"). Apogee owns or has the exclusive right to license the Game as
provided in this Letter. Take 2 and Apogee acknowledge and agree that they each
have the right to enter into this Letter. The term "Port" shall mean conversions
of the Game onto other platforms known and hereafter developed, including Sony
Playstation 2, Nintendo Gamecube and Microsoft Xbox, except for Personal
Computers using Windows Operating System.

Rights Granted to T2:               Take 2 is granted the exclusive worldwide
                                    right to develop, produce, reproduce,
                                    perform, promote, advertise, rent,
                                    manufacture, package, market distribute
                                    (through any channels), display, sell, lease
                                    and publish Ports of the Game including the
                                    right to market and sell the Ports through
                                    distributors and retailers. Upon Apogee's
                                    written approval not to be unreasonably
                                    withheld, Take 2 may sublicense its right to
                                    develop and produce the Game to a third
                                    party developer. Apogee acknowledges that
                                    Take 2 currently intends to utilize internal
                                    development resources, which will not
                                    require the approval of Apogee.

Advance:                            In consideration of the rights granted
                                    herein, Take 2 shall pay to Apogee a
                                    non-refundable, full recoupable advance in
                                    the aggregate amount of * dollars ($ *) (the
                                    "Advance") as follows:

                                    1.  $ * payable upon signing of this Letter;
                                    2.  $ * payable upon Take 2's completion or
                                        acceptance of the Gold Master of the
                                        Playstation 2 Port; and
                                    3.  $ * payable 7 business days after the
                                        commercial release of the Playstation 2


                                    No additional Advance shall be payable to
                                    Apogee for other Ports of the Game. All
                                    advances paid to Apogee under this Letter
                                    shall be recoupable from any and all
                                    royalties accruing hereunder.

Royalties:                          Subject to the full recoupment of the
                                    Advance, for each unit sold of each of the
                                    Ports, Take 2 shall accrue a royalty to
                                    Apogee according to the following table:


           ---------------------------------- ----------------------------------------------
           CUMULATIVE UNITS SOLD              Royalty per unit when Wholesale Price is
           ----------------- ------ --------- --------------- --------------- --------------
                                                 Over $ *       $ * to $ *     $ * to $ *
           ----------------- ------ --------- --------------- --------------- --------------
           <S>               <C>              <C>             <C>             <C>
           0 units           to     *              $ *             $ *             $ *
           ----------------- ------ --------- --------------- --------------- --------------
           *                 to     *              $ *             $ *             $ *
           ----------------- ------ --------- --------------- --------------- --------------
           *                 to     *              $ *             $ *             $ *
           ----------------- ------ --------- --------------- --------------- --------------
           *                 to     *              $ *             $ *             $ *
           ----------------- ------ --------- --------------- --------------- --------------
           *                 to     *              $ *             $ *             $ *
           ----------------- ------ --------- --------------- --------------- --------------
           *                        AND UP         $ *             $ *             $ *
           ----------------- ------ --------- --------------- --------------- --------------

           ----------------- ------ --------- --------------- --------------- --------------

                                    For any units sold for a Wholesale Price of
                                    under $ *, Take 2 shall accrue to Apogee a
                                    royalty equal to * % of the Wholesale Price
                                    of $ * whichever is greater. "Wholesale
                                    Price" shall mean the actual price paid to
                                    Take 2 by its customers less any discounts,
                                    markdowns or allowances.

Royalty Payments:                   Royalties earned hereunder will be accrued
                                    and paid quarterly 60 days after the end of
                                    each of Take 2's financial quarters and
                                    shall be accompanied by a statement
                                    including such information as Apogee may
                                    reasonably request. Take 2 agrees that
                                    Apogee may, not more than once during a
                                    calendar year, audit its books and records
                                    for the purpose of determining the accuracy
                                    of Take 2's statements. All payments shall
                                    be subject to customary reserves not to
                                    exceed * % of the Royalty due.

Ownership:                          Take 2 and Apogee acknowledge and agree that
                                    the Game franchise, the Ports, all
                                    intellectual property related thereto, other
                                    than technology developed by or licensed by
                                    Take 2 or other third party developers and
                                    all trade names, trademarks or other
                                    identifications used with or in conjunction
                                    with the Ports as developed by Take 2 or a
                                    third party developer shall be owned
                                    exclusively by Apogee. Apogee shall have no
                                    right to utilize such technology. Apogee
                                    shall receive appropriate credit on the
                                    front and back of the Port packaging and in
                                    the product manual, as well as the opening
                                    and closing credits in accordance with
                                    industry standards.

                                             * confidential treatment requested



Marketing:                          Take 2 shall use its good faith,
                                    commercially reasonably efforts to market
                                    and distribute the Ports in accordance with
                                    prevailing industry standards. Apogee shall
                                    have the right to reasonably approve all
                                    branding, boxing, packaging, manuals, sales
                                    marketing and other materials prepared or
                                    used by Take 2 relating to the Ports prior
                                    to any use of such items, it being
                                    acknowledged that all such branding, boxing,
                                    packaging sales marketing and other
                                    materials utilized in connection with the PC
                                    version of the Game are deemed approved.

This letter constitutes a binding agreement between the parties, and shall serve
as the agreement between the parties until they have had the opportunity to
negotiate and enter into a more comprehensive agreement. In the absence of a
more comprehensive agreement, this Letter shall be the binding agreement between
the parties for the term of five (5) years from the commercial release date of
the last Port. Take 2 and Apogee agree to keep the terms of this Letter herein
confidential subject to their respective legal obligations. The parties agree
that the more comprehensive agreement will contain other customary terms and
conditions including, without limitation, term, termination, confidential
information, representations, warranties and indemnities of both parties,
sell-off periods and general provisions. The parties agree to negotiate in good
faith to reach and execute a mutually acceptable definitive agreement as soon as
practicable. This Letter is to be governed under the internal laws of the State
of Texas without regard to its choice of law provisions. This Letter may be
signed in counterparts and delivered by facsimile.




If the terms of this Letter are acceptable, please sign below and return to my
attention. Upon receipt of a signed copy of this Letter, we will prepare the
definitive agreement.

                                Very truly yours,

                                TAKE-TWO INTERACTIVE SOFTWARE, INC.

                                By:  /s/ Kelly Sumner

                                Title: C.E.O.

                                Date:  27th July 2001



By:  Action Entertainment Software, Inc. its General Partner

By:   /s/ Scott Miller

Name: Scott Miller

Title: CEO

Date:  July 30, 2001