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Exhibit 99.2
Certain confidential
information has been omitted from this Exhibit 99.2 pursuant
to a request for confidential treatment filed separately with the
Securities and Exchange Commission. The omitted information is
indicated by the symbol “[**]” at each place in this
Exhibit 99.2 where the omitted information appeared in the
original.
AMENDMENT 3 TO LICENSE
AGREEMENT
This
Amendment 3 to License Agreement (this “Amendment 3”),
effective as of the date of the last signature (the
“Amendment Effective Date”), modifies that certain
License Agreement between Callaway Golf Company (“Callaway
Golf”) and Ashworth, Inc. (“Ashworth”), dated
May 14, 2001 (the “Agreement”), which was
subsequently modified by Amendments to License Agreement dated
December 16, 2003 (“Amendment 1”) and
March 29, 2007 (“Amendment 2”). The Agreement, as
amended by Amendment 1 and Amendment 2, is referred to herein as
the “Original Agreement”.
The
parties now wish to amend and modify the Original Agreement in
certain respects and make such other provisions as are set forth
below.
For good
and valuable consideration, receipt of which is hereby
acknowledged, the parties agree as follows:
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1. |
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Trademarks . Exhibit A to the Original Agreement is
supplemented by the addition of the following under the existing
caption “TRADEMARKS—FONT INDEPENDENT” and a new
sub-caption “SUB-BRAND MARKS”: |
“Tour
Edition”
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2. |
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Grant of Trademark License . |
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a. |
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Exhibit D-2 to the Original Agreement is hereby amended to
delete [**]. |
b.
Section 1.o. of the Original Agreement is hereby amended and
supplemented by the addition of the following after the last
sentence thereofNotwithstanding the foregoing, Ashworth may sell to
[**] (the “Mid-Price Channel”) Licensed Products
bearing Trademarks listed under the sub-caption SUB-BRAND MARKS on
Exhibit A, which Trademarks may be used in combination with
any other Trademark on such Licensed Products and in any Marketing
Materials (as defined in Section 7.a. of the Original
Agreement) for such Licensed Products. The development of Licensed
Products for sale to the Mid-Price Channel will be subject to the
provisions of Section 4 of the Original Agreement, and all
Marketing Materials for such Licensed Products (including those
used by any retailers in the Mid-Price Channel) will be subject to
the provisions of Section 7 of the Original Agreement. The
parties shall a
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