Exhibit 10.3
VERIZON PROPRIETARY AND
CONFIDENTIAL
AMENDMENT NO. 2
TO LICENSE
AGREEMENT
THIS AMENDMENT NO. 2,
dated December 19, 2008, to a
License Agreement, having an effective date of January 1,
1992, as previously amended, is entered into by and between GTE
LABORATORIES INCORPORATED (now known as Verizon Corporate
Services Corp.) (“Verizon” or “GTEL”) and
DOLBY LABORATORIES LICENSING CORPORATION
(“Dolby” or “LICENSEE”). Verizon and Dolby
are collectively referred to herein as the “Parties” or
individually as a “Party.”
WHEREAS, the Parties, having entered into the above
described License Agreement, as previously amended, (“License
Agreement”), had a dispute regarding the payment of certain
royalties by Dolby to Verizon pursuant to the License Agreement;
and
WHEREAS, the Parties, having reached an amicable
resolution of such dispute, now seek to amend the License Agreement
upon the terms and conditions set forth herein to reflect such
resolution.
NOW, THEREFORE,
for good and valuable consideration
as set forth in this Amendment No. 2 and in consideration of
the covenants and promises set forth herein, the Parties hereby
agree to amend the License Agreement as follows:
|
|
1.
|
Any capitalized
term in this Amendment No. 2 not defined herein shall have the
definition set forth in the License Agreement. As used herein, the
term “Affiliate” shall mean with respect to any Party,
any other person that, directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common
control with such Party. “Control” for this purpose
means the possession, directly or indirectly, of (a) ownership
of fifty percent (50%) or more of the outstanding shares or
securities entitled to vote for the election of directors or
similar managing authority for such person; or (b) if such
person does not have voting shares or other securities, ownership
of fifty percent (50%) or more of the equity or other assets
that represents the right to make decisions for such
person.
|
|
|
2.
|
This Amendment
No. 2 shall become effective on the date that Verizon receives
from Dolby, in the form of a wire transfer to the account set forth
in Exhibit A hereof, the Buy-Out Fee (as defined below)
(“Effective Date”). Dolby’s failure to wire
transfer the Buy-Out Fee or Verizon’s receipt thereof by
December 31, 2008 shall cause all the terms of this Amendment
No. 2 to be deemed null and void, ab initio, and the
License Agreement, and all obligations arising thereunder, past,
present and future, shall be unaffected, and the License Agreement
shall have the terms as set forth therein without any effect by
this Amendment No. 2.
|
|
|
3.
|
Article II,
Paragraph A is deleted in its entirety and replaced by the
following:
|
|
|
A.
|
GTEL hereby
grants and agrees to grant to LICENSEE and Affiliated Companies of
LICENSEE, and LICENSEE accepts and agrees to accept from GTEL,
subject to the terms of this Agreement, nonexclusive (except as
provided in Paragraph B of this Article), worldwide, royalty-free,
fully paid-up, nonassignable, and nonsublicensable (except as is
permitted under Paragraph C of this Article) rights and licenses
under the Licensed Patents to make, have made, use, sell, lease,
rent, or otherwise dispose of Licensed Products during the term of
this Agreement.
|
VERIZON PROPRIETARY AND
CONFIDENTIAL
4. Article III, including Paragraphs
A through G, is deleted in its entirety and the following
substituted therefor:
ARTICLE III
PAYMENTS AND
RELEASES
|
|
A.
|
In
consideration of the rights and licenses granted to Dolby pursuant
to the License Agreement, as amended by this Amendment No. 2,
Dolby agrees to make payment to Verizon, in the form of a wire
transfer to the account set forth in Exhibit A hereof to be
received by Verizon no later than December 31, 2008, the
amount of Seventeen Million Five Hundred Thousand United States
Dollars (USD $17,500,000) (“Buy-Out Fee”), and agrees
that all prior payments made to Verizon, including to its
predecessor companies, are nonrefundable and incontestable. The
Parties further agree that, upon the receipt by Verizon of the
payment of the amount set forth in this Paragraph A, no further
payments shall be required to be made by Dolby pursuant to the
License Agreement (including previous amendments thereto) and this
Amendment No. 2.
|
|
|
B.
|
Dolby, on
behalf of itself and the Dolby Affiliates and their respective
officers, and directors (“Dolby Releasors”), hereby
releases Verizon and the Verizon Affiliates and their respective
officers, directors, managing members, employees, and attorneys
(“Verizon Releasees”) from any and all claims, actions,
causes of actions, past, present and future, and hereby disclaims
all remedies any of the Dolby Releasors may have against any of the
Verizon Releasees: (1) related to the License Agreement
(including previous amendments thereto) and this Amendment
No. 2, including the rights, terms and obligations arising
under the License Agreement (including previous amendments thereto)
and this Amendment No. 2; (2) arising from the exercise
of rights, performance
|
|
