{"id":42924,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/toy-license-agreement-lucas-licensing-ltd-and-hasbro-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"toy-license-agreement-lucas-licensing-ltd-and-hasbro-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/toy-license-agreement-lucas-licensing-ltd-and-hasbro-inc.html","title":{"rendered":"Toy License Agreement &#8211; Lucas Licensing Ltd. and Hasbro Inc."},"content":{"rendered":"<pre>\n                   FIRST AMENDMENT TO TOY LICENSE AGREEMENT\n\n      [Information below, marked with [**], has been omitted pursuant to a\n    request for confidential treatment. A complete copy of this document has\n     been supplied to the Securities and Exchange Commission under separate\n      cover. Approximately 4 pages (including a schedule) have been omitted\n              pursuant to the request for confidential treatment.]\n\nReference is made to the Toy License Agreement made and entered into as of\nOctober 14, 1997 between Lucas Licensing Ltd., a California corporation\n('Licensor'), located at P. O. Box 10149, San Rafael, CA 94912, on the one hand,\nand Hasbro, Inc., a Rhode Island corporation, located at 1027 Newport Ave.,\nPawtucket, R.I. 02862-1059, Hasbro International, Inc. a Delaware Corporation,\nlocated at 1027 Newport Ave., Pawtucket, R.I. 02862-1059, and all Permitted\nLicensee Affiliates (jointly and severally 'Licensee' or 'Hasbro') on the other\nhand (hereinafter the 'Toy License Agreement').\n\nFor good and valuable consideration, the receipt and adequacy of which is hereby\nacknowledged by the parties, the parties hereby agree to amend the Toy License\nAgreement as follows:\n\n1. Paragraph 2.2 (Territory) shall be supplemented and amended by adding, in the\nleft hand column entitled 'Licensed Products,' the words 'Micro Toys;' after the\nwords 'and Craft Kits);'.\n\n2. Paragraph 3.2 (Exclusivity) shall be supplemented and amended by adding Micro\nToys to the list of Licensed Products as to which the rights licensed to\nLicensee under the Toy License Agreement shall be exclusive.\n\n3. Paragraph 3.4(a) (No Rights to Products Other Than Licensed Products) shall\nbe amended by deleting the words 'Micro Toys and' from line six (6) thereof.\n\n4. Paragraph 3.8 of the Toy License Agreement shall be amended by replacing the\nreference to 'Subparagraph 25.17' with 'Subparagraph 25.18.'\n\n5. The Toy License Agreement shall be supplemented and amended by adding the\nfollowing as a new Paragraph 3.10:\n\n      '3.10 Japan. Licensor shall have absolute approval over the distribution\n      (including, without limitation, the identity of the distributor) of Micro\n      Toys in Japan, provided that the parties will endeavor to preserve the\n      economic benefits to Hasbro as would otherwise arise through Hasbro's\n      distribution of Micro Toys in Japan.'\n\n6.    Paragraph 4.3(b)[**] shall be supplemented and amended by [**].\n\n\n\n7. The Toy License Agreement shall be further supplemented and amended by\nchanging Paragraph 4.3(b) to Paragraph 4.3(b)(i) and by adding a new Paragraph\n4.3(b)(ii) as follows: [**]\n\n      Except as set forth in this Paragraph 7, all specific references in the\n      Toy License Agreement to Paragraph 4.3(b) are hereby deemed to refer to\n      Paragraph 4.3(b)(i).\n\n8. Paragraph 4.3(c) shall be supplemented and amended by adding a new\nSubparagraph 4.3(d)(iii) as follows: [**]\n\n9. Paragraph 4.3(d) shall be amended by [**]\n\n10. Paragraph 4.3(e) [**] shall be deleted in its entirety. In this connection,\nParagraph 24.64 [**] shall also be deleted in its entirety. Both Paragraphs\n4.3(e) and 24.64 shall hereafter be deemed to read 'Intentionally Deleted.'\n\n11. Paragraph 4.3(f) [**] shall be supplemented and amended [**]:\n\n12. Subparagraph 4.4: [**]\n\n13. Paragraph 5.3 (Pre-Existing Approvals) shall be supplemented and amended by\ndeleting the word 'and' prior to the beginning of clause (iii) and by adding the\nfollowing at the end of the paragraph after the words ('Puzzle Agreement'):\n\n      '; and (iv) those various license agreements between Licensor and Lewis\n      Galoob Toys, Inc. now known as Galoob Toys, Inc., on behalf of itself\n      and\/or any or all of its affiliated, related and subsidiary entities\n      including, without limitation, that certain license agreement dated as of\n      October 30, 1992, as amended, including by agreements dated as of May 14,\n      1997 and dated as of July 24, 1997.'\n\n14. Paragraph 7.1 shall be deleted in its entirety and the following is deemed\ninserted in its place:\n\n      '7.1 Advance. Licensee agrees to pay to Licensor an advance of Five\n      Hundred Ninety Million Dollars ($590,000,000), payable in the following\n      amounts at the following times:\n\n                  (a) One Hundred Million Dollars ($100,000,000) thereof,\n                  payable on the initial shipment of any Licensed Product\n                  incorporating elements of Episode I that is sold to a Customer\n                  hereunder:\n\n                  (b) Two Hundred Fifty Million Dollars ($250,000,000) thereof,\n                  contingent upon the initial general theatrical release in the\n                  United States of Episode I and payable on the U.S. Release\n                  Date of Episode I;\n\n\n                                       2\n\n\n                  (c) One Hundred Twenty Million Dollars ($120,000,000) thereof,\n                  contingent upon the occurrence of the initial general\n                  theatrical release in the United State of Episode II and\n                  payable on the U.S. Release Date of Episode II; and\n\n                  (d) One Hundred Twenty Million Dollars ($120,000,000) thereof,\n                  contingent upon the occurrence of the initial general\n                  theatrical release in the United States of Episode III and\n                  payable on the U.S. Release Date of Episode III.\n\n            In the event that the U.S. Release Date of Episode I does not occur\n            on or before the Episode I Outside Date, then any portion of the\n            Advance payment made pursuant to Subparagraph 7.1(a) hereinabove\n            that has not been recouped by Licensee from Royalties earned on or\n            before the Episode I Outside Date shall be refunded to Licensee\n            within thirty (30) days following the Episode I Outside Date. [**]\n\n15. Paragraph 7.2 is deleted in its entirety and the following is deemed\ninserted in its place:\n\n[**]\n\n16. Paragraph 8.1 (Royalty Percentage) shall be supplemented and amended by\nchanging Subparagraph 8.1(c) to Subparagraph 8.1(d) and by adding the following\nas a new Subparagraph 8.1(c):\n\n      '(c) Micro Toys: With respect to Net Sales of each unit of Micro Toys,\n[**] of cumulative Net Sales of all Micro Toys throughout the Territory.'\n\nExcept as set forth in this Paragraph 16, all references in the Toy License\nAgreement to Subparagraph 8.1(c) are hereby deemed to refer to Subparagraph\n8.1(d).\n\n17. Paragraph 8.5 (Episode I Bonus) shall be amended to read as follows:\n\n      '8.5 Episode I Bonus. On the U.S. Release Date of Episode I, Licensee\n      shall pay to Licensor a non-recoupable bonus equal to Thirteen Million\n      Eight Hundred Thousand Dollars ($13,800,000).'\n\n18. Subparagraph 8.6 (Bundling Royalty) is deleted in its entirety and the\nfollowing is inserted in its place:\n\n      '8.6 Bundling Royalty. Licensee shall not have the right to distribute,\n      market or sell (or authorize a third party to distribute, market or sell)\n      any Licensed Product with any other product, good or article (including\n      another Licensed Product) in a single package at a single price\n      ('Bundling') without Licensor's prior written approval of: (a) whether or\n      not\n\n\n                                       3\n\n\n      such Bundling may occur; (b) the terms and conditions of such Bundling;\n      and (c) Licensor's Royalty in such instance.'\n\n19. Paragraph 8.11 (Warrant) shall be supplemented and amended by adding a new\n8.11.A., as follows, after the end of the final sentence thereof:\n\n      'A. Concurrently upon the closing of either: (i) the merger of Licensee\n(or a wholly-owned subsidiary of Licensee ) with Galoob Toys, Inc., a Delaware\ncorporation ('Galoob') or (ii) the acquisition by Licensee (or a wholly-owned\nsubsidiary of Licensee) of Fifty Percent (50%) or more of the capital stock of\nGaloob or the acquisition of all or substantially all of the assets of Galoob\n(the 'Galoob Acquisition'), Licensee hereby agrees to issue to Licensor a\nwarrant in the form attached hereto as Exhibit A (the 'Exchange Warrant') for\nthe purchase of up to Two Million Four Hundred Thousand (2,400,000) fully paid\nand non-assessable shares of the common stock of Licensee following exercise of\nsuch warrant at a per share exercise price equal to thirty-five dollars\n($35.00), subject to adjustment as provided in the Exchange Warrant, in exchange\nfor the fully unexercised warrant dated October 14, 1997 between Licensor and\nGaloob.'\n\n20. Paragraph 9.5(b) (Report Information) shall be supplemented and amended by\ndeleting the word 'and' before clause (iv), changing Sub-Paragraph 9.5(b)(iv) to\n9.5(b)(v) and by adding the following as a new Sub-Paragraph 9.5(b)(iv):\n\n      '(iv) by Micro Toys in each Sub-Territory (and in each country within such\nSub-Territory, if more than one country exists in a Sub-Territory); and'\n\n21. Paragraph 9.1 (Payment Terms) and 9.4 (Payment Reports) are deemed amended\nby deleting the words '[**] days' and inserting instead the words '[**] days'.\n\n22. Paragraph 12.1(Copyright and Trademark Notices): The notice set forth in\nParagraph 12.1 is hereby deemed deleted and the following notice is deemed\ninserted in its place: '(C) Lucasfilm Ltd. &amp; TM. All Rights Reserved. Used Under\nAuthorization. (in English or local language).'\n\n23. Paragraph 23.1 (Licensor's Retained Rights) shall be amended by revising the\nlast sentence thereof to read as follows:\n\n24. Paragraph 24.69 (Licensee Affiliate) shall be supplemented and amended by\nadding the words 'other than Licensor' after the word 'entity ' in line one (1)\nthereof.\n\n25. Paragraph 24.79 (Micro Toys) shall be amended to read as follows:\n\n            'MICRO TOYS means the following: `Intermediate Vehicles,' `Micro\n      Vehicles,' `Micro Playsets,' and `Micro Figures' (as such terms are\n      defined hereinbelow) [**]\n\n26. Paragraph 24.88 shall be amended to read as follows:\n\n\n                                       4\n\n\n      ''Other Licensed Products' means all Licensed Products other than Basic\nFigures and Micro Toys.'\n\n27. Paragraph 25.18 (Entire Agreement) shall be supplemented and amended by\nadding after the word 'Royalty' in line 10 the words 'and all 'Foreign\nGuarantees' (as defined in the Prior Agreements).'\n\n28. Schedule I (Permitted Licensee Affiliates) shall be supplemented and amended\nby adding the following entities as 'Permitted Licensee Affiliates: Galoob Toys,\nInc., Galco International Toys, N.V. and Galoob Direct, Inc.\n\n29. Schedule II (Licensed Products) shall be amended by deleting the initial\nparagraph of such Schedule II (which precedes Clause A thereof) and inserting\nthe following in its place:\n\n      The term 'Licensed Products' as used in, and subject to the terms and\n      conditions of the Agreement, means: (A) 'STANDARD TOYS,' (B) 'GAMES AND\n      PUZZLES,' (C) 'ELECTRONICS\/HAND HELD' and (D) 'MICRO TOYS' (as such terms\n      are defined hereinbelow or, in the case of Micro Toys, as defined in the\n      Agreement).\n\n30. Schedule II (Licensed Products) shall be further supplemented and amended by\ndeleting the word 'above' after the words 'set forth' in line 2 of Clause D, and\nby adding the following at the end of such Schedule II:\n\n                                 'E. MICRO TOYS'\n\n31. Schedule III (Advances and Minimum Sales Levels) shall be supplemented and\namended by adding the schedule [**] attached hereto as Attachment A.\n\n32. The terms and conditions of this first amendment to the Toy License\nAgreement (the 'First Toy License Amendment') shall become effective\nconcurrently with the closing of the Galoob Acquisition; provided, however, that\nif the closing of the Galoob Acquisition has not occurred on or before March 31,\n1999, then this First Toy License Amendment shall automatically terminate and be\nof no further force and effect.\n\n33. Notwithstanding anything to the contrary, Licensee shall as promptly as\npracticable following the execution of a definitive agreement with respect to\nthe Galoob Acquisition, make any necessary filings required under the\nHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, that are\nrelated to any and all transactions arising out of or connected with the subject\nmatter of this First Toy License Amendment, including, without limitation the\nGaloob Acquisition. As between Licensor and Licensee, Licensee shall be solely\nresponsible for one hundred percent (100%) of all filing fees required in\nconnection with all such filings (provided that Licensor shall cooperate and\nmake such filings as are required to comply with such Act).\n\n\n                                       5\n\n\nIn all respects other than those specifically enumerated above, the Toy License\nAgreement shall remain in full force and effect.\n\nThis First Toy License Amendment is entered into as of September 25, 1998.\n\nLUCAS LICENSING LTD. ('Licensor')       HASBRO, INC.\n\nBy:  \/s\/ HOWARD ROFFMAN                 By:  \/s\/ ALFRED J. VERRECCHIA\n\nTitle: Vice President                   Title: Executive Vice President and\n                                               President - Global Operations\n \n                                        and\n\n                                        HASBRO INTERNATIONAL, INC. on behalf\n                                        of itself and all Permitted Licensee\n                                        Affiliates\n\n                                        By:  \/s\/ ALFRED J. VERRECCHIA\n\n                                        Title: Executive Vice President and\n                                               President - Global Operations\n\n                                        (jointly and severally 'Licensee')\n\n\n                                       6\n\n\n                                                                    Attachment A\n\nSchedule I - ADVANCES AND MINIMUM SALES LEVELS (U.S. $000'S)\n\n      [**]\n\n\n                                       7\n\n\n                                                                       Exhibit A\n\n                         [Filed as a separate exhibit.]\n\n\n                                       8\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7732],"corporate_contracts_industries":[9403],"corporate_contracts_types":[9613,9616],"class_list":["post-42924","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hasbro-inc","corporate_contracts_industries-consumer__toys","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42924","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42924"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42924"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42924"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42924"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}