1
EXHIBIT 10.3
February 11, 1999
Jakks Pacific, Inc.
22761 Pacific Coast Highway, Suite 226
Malibu, CA 90265
Attn: Stephen Berman, President
RE: CONSUMER PRODUCT LICENSE BETWEEN TITAN SPORTS, INC. ("TITAN")-W-JAKKS
PACIFIC, INC. ("LICENSEE")
Dear Mr. Berman:
Reference is hereby made to that certain Agreement between the parties dated
October 24, 1995 and as amended by a First Amendment dated April 22, 1996, a
Second Amendment dated January 21, 1997, a Third Amendment date December 3,
1997, a Fourth Amendment dated January 29, 1998 and a Fifth Amendment dated June
24, 1998 (collectively, the "Agreement"), all in full force and effect as of the
date hereof. For good and valuable consideration, the sufficiency of which are
hereby acknowledged, the parties have agreed to amend the Agreement as follows
("Sixth Amendment"):
1. The Parties agree to amend paragraph 1 (e) to the Agreement as follows:
"(c) The term "Licensed Products" shall collectively mean the following
items;
Licensed Toy Products: Articulated and non-articulated, talking and
non-talking figures from 8"and up size, and mini figures from 2" and
under (sold separately or in mini wrestling environments, such mini
wrestling environments must not include vehicles or motorcycles) made
from a variety of materials and constructions, including without limited
to PVC and vinyl, styrene and/or other plastic materials, resin and
stretch material; accessories and other articles not expressly created to
be sold for use with the figures; play sets, dioramas and environments
designed to interact with said figures; non-electronic role-playing toys,
defined as dress-up sets and accessories, microphones, uniforms, costumes
and children's masks sold in toy aisles and not designed as Halloween
costumes; collector cases for figures; puzzles; skill and action games;
and 6" and up fabric, soft body filled toys in the shape of wrestlers.
Figures to be sold separately or in diorama scenes (individually referred
to as "Licensed Toy Products"). None of the Licensed Toy Products are to
be operated by remote control or radio control or to be made from die
cast material. Electronic games, electric games, electronic stretch
figures, card games, target games and tug-of-war games are also
specifically excluded from the Licensed Toy Products".
NHRA Licensed Products: Die cast and plastic WWF/NHRA funny car toy that
is an exact replica of Toliver Motor Sports, Inc.'s 1999 WWF sponsored
NHRA funny car with a suggested retail price of $19.95 or less. Figures
from 8" and up in size and mini figures from 2" and under related to the
WWF/NHRA funny only and related figures, playsets and accessories,
dioramas and environments designed to interact with the WWF/NHRA funny
car and the related figures; all as approved by Titan in advance. The
Licensed NHRA Products may be operated by remote control or radio
control. Electronic games, electric games, electronic stretch figures,
card games, target games and tug o war games are however specifically
excluded from NHRA Licensed Products (hereinafter individually referred
to as "NHRA Licensed Products").
2
2. The parties agree to amend paragraph 1 (i) of the Agreement as follows:
The term "Territory" shall mean the following:
United States, its territories and possessions and Canada."
3. The parties hereby amend paragraph 4(a) of the Agreement by adding the
following additional paragraph after the original Advance Royalty
paragraph:
"On execution of this Sixth Amendment, the Licensee agrees to pay
to Titan the following non-refundable Advance Royalty Amount with
respect to the NHRA Licensed Products, which shall be set off as
a credit against the royalties due to Titan under subparagraph
4(b):
Advanced Royalty Amount for the NHRA Licensed Products
Five Hundred Thousand US Dollars (US $500,00.00).
The Advance Royalty Amount for the NHRA Licensed Products shall be
paid in accordance with the following schedule:
DUE DATE AMOUNT DUE
Upon Execution US $100,000.00
February 28, 1999 US $100,000.00
March 30, 1999 US $100,000.00
April 30, 1999 US $100,000.00
May 30, 1999 US $100,000.00
TOTAL US $500,000.00
If Titan has not received any installment of the Advance Royalty Amount
within fifteen (15) days from the Due Date set forth above, Titan shall
have the right to terminate this Agreement, with immediate effect, by
providing the Licensee with written notice of termination."
4. The parties hereby agree to add Paragraph 9 entitled "Licensee
Representations and Warranties", as provided below, to the Agreement:
"Licensee represents and warrants that it has entered into a license
agreement with the National Hot Rod Association and/or NHRA Properties
(collectively "NHRA") for the rights to use the name and logo of the
NHRA, its likeness and other distinctive indicia of same ("NHRA
Property") on certain merchandise, including without limitation die vast
and plastic fumy car toys, and, based on that representation, Licensee
has the right to manufacture, distribute, sell or otherwise disseminate
the foregoing NHRA Property in conjunction with and/or association with
the NHRA Licensed Products, as specifically defined herein. It is further
understood and agreed by Licensee that the foregoing sentence
3
is a material condition to this Agreement, the breach of which shall
result in immediate termination."
5. All terms not defined herein shall have the same meaning given them in
the Agreement. Except as expressly or by necessary implication modified
hereby, the terms and conditions of the Agreement are hereby ratified and
confirmed without limitation or exception.
Please confirm acceptance of the Sixth Amendment as set forth above on behalf of
Licensee in the space provided below on each of the enclosed two (2) copies and
return them to me. One fully-executed copy will be returned to you for your
records.
Very truly yours,
/s/ C. Scott Amann
C. Scott Amann
Associate Counsel
ACCEPTED AND AGREED:
JAKKS PACIFIC, INC. TITAN SPORTS, INC.
("Licensee") ("Titan")
By: /s/ Jack Friedman By: /s/ Linda E. McMahon
Its: Chief Executive Officer Its: President / Chief Executive Officer
Date: February 11, 1999 Date: February 19, 1999