EXHIBIT 10.61
Infogrames Entertainment SA
1 Place Verrazzano
69252 Lyon Cedex 09
France
July 18,2007
Atari,
Inc.
417 Fifth Avenue
New York, NY 10016
Ladies
and Gentlemen:
Reference
is made to the License Agreement, dated as of December 6,
2000, by and between Hasbro, Inc., a Rhode Island corporation
(“ Licensor ”) and Infogrames Entertainment SA,
a société anonyme organized under the Laws of
France (“IESA”) (as such agreement was amended from
time to time prior to June 3, 2005, the “ Original
License Agreement ”), and to the Amended and Restated
License Agreement between such parties, dated as of June 3,
2005 (the “ Amended and Restated License Agreement
”). Reference is also made to the Distribution Agreement (as
amended and supplemented and in full force as of the date hereof,
the “ Distribution Agreement ”) by and between
Infogrames Europe SA (f/k/a Infogrames Multimedia SA), IESA and
Atari, Inc, (f/k/a Infogrames. Inc.), a Delaware corporation
(“Atari”) dated as of October 2, 2000. Capitalized
terms used but not defined herein shall have the meanings ascribed
to them under the Amended and Restated License Agreement.
A. Representations and
Warranties by Atari
Atari
hereby represents and warrants that (i) attached hereto as
Exhibit A is a true and complete list as of the date
hereof of each agreement entered into by Atari or any of its
subsidiaries authorizing any Person to engage in any Licensed
Activities regarding any Licensed Product (each, an “
Atari Sublicense ” and collectively, the “
Atari Sublicenses ”) and (ii) except as set forth
on Exhibit A, there are no sublicense agreements
authorized by Atari or any of its subsidiaries that remain in
effect with respect to any 2005 Terminated Rights (as defined
below).
B. Representations and
Warranties by IESA
IESA
hereby represents and warrants that it has provided to Atari true
and complete copies of each of the following agreements:
(i) the termination agreement with respect to the Amended and
Restated License Agreement (the “ Termination
Agreement ”) entered into by and between IESA and
Licensor as of the date hereof; and (ii) the amendment to the
Dungeons & Dragons License Agreement (such agreement, as
amended prior to the date hereof, the “ D&D License
Agreeme nt”), dated as of June 3, 2005, entered into
by and between IESA and Licensor as of the date hereof (such
amendment, the “ D&D License Amendment ”).
The Termination
Agreement and the D&D License Amendment are the only agreements
between IESA and Licensor, or any of their respective subsidiaries,
in connection with the termination of the rights that are the
subject of the Amended and Restated License Agreement, and the only
consideration being paid by Licensor (or a subsidiary of Licensor)
to IESA (or a subsidiary of IESA) in connection therewith is the
consideration described in, and being paid pursuant to, the
Termination Agreement.
C. Acknowledgement and
Agreement by IESA and Atari
Each of
IESA and Atari hereby acknowledges and agrees that:
1. the
rights granted by Licensor pursuant to the Original License
Agreement, to the extent not continued pursuant to the Amended and
Restated License Agreement, or the D&D License Agreement, were
terminated (the “ 2005 Terminated Rights ”) by
Licensor as of June 3, 2005 and neither IESA nor Atari nor any
party authorized by them held any interest in the 2005 Terminated
Rights subsequent to such date, other than any sell-off rights and
rights to continue certain specified sublicenses existing as of
such time to the extent provided in the Amended and Restated
License Agreement;
2. the
agreements and understandings between Atari and IESA, including the
Distribution Agreement, convey to Atari only the right to exploit
rights granted to IESA in the Amended and Restated License
Agreement solely for so long as they are held by IESA pursuant to
the Amended and Restated License Agreement and there is no
limitation under any agreement or understanding between Atari and
IESA or any of their affiliates, including without limitation the
Distribution .Agreement and any arrangement referred to in
Section 4.d, restricting or prohibiting IESA from terminating
the Amended and Restated License Agreement and, except as expressly
provided otherwise in this letter agreement, from retaining any and
all amounts received by IESA in connection with such
termination;
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