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Addendum #1 to Patent License
Agreement
This Addendum
to Patent License Agreement is between Nocopi Technologies, Inc.
(Licensor) and Giddy Up, LLC and Color Loco, LLC (jointly and
severally, Licensee)
Licensor and
Licensee are parties to a Patent License Agreement (the Agreement)
effective April 1, 2006. All capitalized words appearing in
this Addendum shall have the same definitions set forth in the
Agreement. The parties intend, by this Addendum, to expand the
scope of the License to include Activating Markers. Except as
expressly modified by this Addendum, the License to use the
Patented Ink Technology with Activating Markers shall be governed
by the terms and conditions of the Agreement.
2. Expanded
License Grant
The License is
hereby expanded to include Activating Markers. “Activating
Markers” are defined as children’s merchandise such as
soft cover books, activity/art kits, stationery, stickers, and
sticker books, whether or not the suggested retail price is in
excess of or below $2.50 per item, utilizing Licensor’s
Patented Ink Technology that is activated solely by use of a
Activating marker, pen or other device, and not by scratching or
rubbing. If an item of merchandise includes an Activating Marker
but is also marketed to permit or enable the Patented Ink
Technology to be activated by scratching or rubbing, it shall be
considered a Product or Other Product under the Agreement, and not
an Activating Marker under this Addendum.
3. Annual
Royalties Based on Shipments of Activating Markers
Separate and
apart from the Annual Royalties and Quarterly Royalties set forth
in the Agreement, Licensee shall pay Licensor an Annual Royalty and
Quarterly Royalty, in the manner set forth in the Agreement, with
respect to all Activating Markers that are billed and shipped. The
royalty rate applicable to Activating Markers shall always be three
percent (3%), payable as set forth in the Agreement. With each
Quarterly Royalty relating to shipments of Activating Markers,
Licensee shall p
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