Vision Information Services, L.L.C., Irene Correia, Tax Matters Partner - Page 5

                                         -5-                                          
                    videocassettes in the United States and                           
                    Canada exclusively from Vision.                                   
                         *    *    *    *    *    *    *                              
               7.  VISION SOFTWARE LICENSE/FEE:                                       
                    (a)  Vision Software License:                                     
                         (i)  Vision’s License from Nordic:                           
                         The continuing existence and                                 
                         validity of Vision’s license of the                          
                         Nordic Software from Nordic                                  
                         (including all maintenance and                               
                         related agreements) (collectively                            
                         the “Nordic Agreements”) shall be                            
                         of the essence of the Vision                                 
                         agreement.  * * *                                            
                         (ii)  Grant of License:  Vision                              
                         shall grant or cause to be granted                           
                         to FoxVideo a worldwide, non-                                
                         exclusive, non-transferable license                          
                         (“Vision Software License”) to use,                          
                         on its own hardware or otherwise,                            
                         the Vision Software [i.e., the                               
                         Software as modified by Vision and                           
                         any other software used by Vision                            
                         in providing the information                                 
                         services to FoxVideo].  The Vision                           
                         Software License shall have a term                           
                         coextensive with the Term of the                             
                         Vision agreement * * *                                       
                              *  *  *  *  *  *  *                                     
                    (b)  License Fee:                                                 
                         (i)  Payment of Fee:  Except as                              
                         provided below, FoxVideo shall pay                           
                         a License Fee to Vision in the                               
                         aggregate amount of $10 million,                             
                         payable as follows: (A) $3 million                           
                         payable on signature of the Vision                           
                         agreement; plus (B) $1.75 million                            
                         payable on each of the first four                            
                         anniversary dates of the signing of                          
                         the Vision agreement. * * *                                  





Page:  Previous  1  2  3  4  5  6  7  8  9  Next

Last modified: May 25, 2011