EXHIBIT 10.8
TERM SHEET
This Agreement (the "AGREEMENT") is made this 26th day of April, 2002
("EFFECTIVE DATE"), by and between TITUS INTERACTIVE SA ("TITUS"), a French
corporation, and INTERPLAY ENTERTAINMENT CORP. ("INTERPLAY"), a Delaware
corporation.
Interplay and Titus hereto expect to enter into more formal agreement (the
"LONG FORM AGREEMENT"), which is mutually satisfactory to both parties and
reflects the terms of this Agreement. In connection therewith, the parties shall
use their best efforts to complete the Definitive Agreement by 30th day of
April, 2002 and in no event later than 30th day of September, 2002.
Notwithstanding the foregoing, unless and until such Long Form Agreement is
fully executed, this Agreement shall be deemed valid and legally binding. In
consideration of the mutual terms, conditions and covenants hereinafter set
forth, the parties agree as follows:
1. CONDITION PRECEDENT. The obligations of both parties contained herein
would be conditioned on the Shiny Entertainment,
Inc. sale closing.
2. PRODUCTS: 1.) Subject to a third party licenses and
restrictions therein, interest, approvals or
renewals, Interplay will sell, grant and assign
to Titus all of Interplay's right, title and
interest in the following intellectual property
assets ("PROPERTY(IES)"); (a) EarthWorm Jim; (b)
Messiah; (c) Wild 9; (d) R/C Stunt Copter; (e)
Sacrifice; (f) MDK; (g) MDK II; and h) Kingpin,
and all currently existing platforms and
versions thereof.
2.) Subject to any third party licenses and
restrictions therein, interest approvals or
renewals, Interplay will grant to Titus an
exclusive, world-wide, nontransferable license
to develop, publish, manufacture, sell and
distribute solely on Nintendo Advance GameBoy
game system the following titles ("TITLE(S)"),
for the period of the life of the Titles: (a)
Hunter I; (b) Hunter II; (c) Ice Wind Dale I;
(d) Ice Wind Dale II; and (e) BG Dark Alliance
II. Interplay's only obligation with respect to
the Titles is the grant of license hereunder,
and in no event shall Interplay be obligated to
deliver any code or other assets in connection
with the Titles and in no event shall Interplay
have any obligation to develop any of the Titles
on any platform. All rights not expressly
granted herein are reserved by Interplay,
including, without limitation, the right to
create conversions, derivatives and sequels to
the Titles.
3.) In the event the rights granted under this
Agreement to any Properties or Titles conflicts
with third party licenses or interest or
Interplay is unable to receive an approval or
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renewal from a third party licensor, Interplay
shall have the right to cancel such Property or
Title from this Agreement and provide Titus with
a replacement Property or Title of similar
quality and genre to such cancelled Property or
Title.
3. CONSIDERATION: As full and complete consideration for the
rights granted herein, Titus agrees to execute
the Convertible Promissory Note ("PROMISSORY
NOTE") in Attachment 1, attached hereto and
incorporated herein by reference, which provides
that Titus unconditionally promises to pay to
the order of Interplay, the principal sum of
$3,500,000 and any unpaid accrued interest
thereon at a rate equal to 6% per annum. The
principal amount of the Promissory Note, and any
unpaid interest accrued thereon, shall be due
and payable in full on August 31, 2002
("MATURITY DATE").
4. FULFILLMENT LICENSE Concurrently with the grant of rights set forth
above, Titus (including its successors and
assigns) hereby grants to Interplay and its
successors and assigns, an irrevocable and
royalty-free license in and to the Properties
(and all intellectual property herein) to the
extent necessary for Interplay and its
subsidiaries, including, but not limited to,
Interplay OEM Inc. and GameOnline.com, Inc., to
fulfill their obligations under currently
existing agreements pertaining to the Properties
(the "FULFILLMENT LICENSE").
5. THIRD PARTY NEGOTIATIONS: For a period of ninety (90) days from the
Effective Date of this Agreement, Interplay may
solicit offers from and negotiate with third
parties to acquire rights to the Properties and
Titles granted under this Agreement, with
substantially similar terms ("THIRD PARTY
DEAL"). In the event Interplay enters into a
binding agreement in connection with a Third
Party Deal for an amount in excess of
$3,500,000, Interplay can rescind Agreement and
recover all rights granted and release Titus
from all obligations thereunder.
6. CUSTOMARY TERMS: The Long Form Agreement will contain the terms
of this Agreement and the standard terms and
conditions utilized by Interplay for agreements
of this nature.
7. GUARANTEE: Interplay agrees to use good faith efforts to
assist Titus in the development and marketing of
the Properties and Titles that will enable Titus
to achieve gross sales of at least $3,500,000
("SALES") in connection with the exploitation of
the Properties and Titles within 14 months of
the Effective Date ("ACHIEVEMENT"). For clarity,
the foregoing sentence shall not obligate
Interplay to pay any money to Titus or any third
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party. Titus agrees to use best commercial
efforts to attain the Achievement. In the event
the Achievement is not attained and failure to
attain the Achievement is not a result of Titus'
failure to use best commercial efforts,
Interplay will pay to Titus the difference
between the Sales and the actual gross sales
achieved by Titus within 14 months of the
Effective Date, not to exceed $2 Million, in
connection with the exploitation of the
Properties and Titles.
8. GOVERNING LAW: This Agreement, and the Long Form Agreement
shall be construed and enforced in accordance
with, and shall be governed by, the laws of
France, without regard to conflict of law
principles thereof. In the event of any action,
suit or proceeding brought under or in
connection with this Agreement, or the Long Form
Agreement, exclusive venue and jurisdiction
shall lie with the French court of competent
jurisdiction.
ACCEPTED AND AGREED
INTERPLAY ENTERTAINMENT CORP. TITUS INTERACTIVE SA
By: /S/ HERVE CAEN By: /S/ ERIC CAEN
------------------------- --------------------------------
Name: Herve Caen Name: Eric Caen
Title: President and CEO Title: Director General
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