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Exhibit 10.1
9 July 2009
Virgin Mobile USA, L.P.
10 Independence Boulevard
Warren, New Jersey 07059
United States of America
Dear Sirs:
Re: Amendment Letter to Amended
and Restated Trademark License Agreement For Mobile Internet
Access
We refer to the Amended and Restated
Trademark License Agreement entered into between Virgin Enterprises
Limited (“ VEL ”) and Virgin Mobile USA, L.P.
(formerly Virgin Mobile USA, LLC) (“ Virgin Mobile
”) dated 16 October 2007 (the “ Trade Mark
Licence ”).
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(A)
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Pursuant to
Clause 3.1 of the Trade Mark Licence, VEL has granted Virgin Mobile
the exclusive right to use the Marks in the form of the Names in
relation to Mobile Voice and Data Services and a range of related
goods and services in the Territory for the Term.
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(B)
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Clause 3.1(i)
of the Trade Mark Licence provides that Virgin Mobile may provide
Customers with Internet Access via a Handset using Mobile Voice and
Data Services solely for the purpose of providing the Content
Services.
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(C)
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Further, Clause
3.5.7 of the Trade Mark Licence provides that Virgin Mobile shall
not have the right to use the Marks in relation to the provision of
Internet Access other than via the Handsets.
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(D)
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Virgin Mobile
has recently requested permission to provide mobile Internet Access
services via dongles, data cards or other wireless networking
adaptors. Having given due consideration to Virgin Mobile’s
request, VEL hereby agrees to extend the rights set out in the
Trade Mark Licence as set out in this amendment letter (the “
Amendment Letter ”).
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(E)
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By entering
into this Amendment Letter, both parties hereby confirm that they
wish to amend the Trade Mark Licence to reflect the terms of this
Amendment Letter, save that any changes or amendments made in this
Amendment Letter are not designed or intended to limit or restrict
the rights already granted in the Trade Mark Licence.
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1.1
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In consideration of the royalty
payments referred to in Clause 1.3 below and the mutual benefits
enjoyed by VEL and Virgin Mobile, VEL hereby grants to Virgin
Mobile the exclusive right to use the names Virgin Mobile, Virgin
Mobile USA
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1
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(collectively, the “
Virgin Mobile Names ”) (but not the Virgin Name or the
Virgin Signature alone) and/or Virgin Mobile Broadband2Go (but not
the Virgin Name or the Virgin Signature alone) in relation to the
provision of mobile (not fixed-line) Internet Access services via
dongles, data cards or other wireless networking adaptors (“
Network Devices &rdquo
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