EXHIBIT 10.8.2
[XXXXXX]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED PURSUANT TO AN
ORDER GRANTING CONFIDENTIAL TREATMENT ISSUED BY THE SECURITIES AND EXCHANGE
COMMISSION ON JUNE 29, 1998.
FIRST ADDENDUM TO
JOINT DEVELOPMENT AND LICENSE AGREEMENT
THIS IS A FIRST ADDENDUM TO THAT CERTAIN JOINT DEVELOPMENT AND LICENSE
AGREEMENT DATED AUGUST 20, 1993, (the "ORIGINAL AGREEMENT") among Nintendo Co.,
Ltd. ("NCL"), Nintendo of America Inc. ("NOA") (NCL and NOA are collectively
referred to as "COMPANY"), Silicon Graphics, Inc., and MIPS Technologies, Inc.
(collectively referred to as "SGI").
NOW, THEREFORE, the parties hereby agree as follows:
1. DEFINITIONS. The definitions in the Original Agreement are hereby
incorporated by reference in this FIRST ADDENDUM.
2. BUDGET. SGI has advised the Company that the budget for SGI's work
under the Development Plan is XXXXXX (the "BUDGET"). The Budget represents SGI's
good faith calculation of its actual costs to complete its work under the
Development Plan which includes, but is not limited to, SGI's costs of personnel
resources, equipment costs for experimentation, development and CAD tools. The
Budget is stated as a flat fee (fixed fee) for the completion of SGI's work
under the Development Plan. Company hereby accepts the Budget and shall make
payment to SGI in accordance with Schedule B. SGI acknowledges that the Company
has already paid XXXXXXX of the Budget.
3. DEVELOPMENT PLAN. The parties agree to the Development Plan set forth
on Schedule A. The parties acknowledge that Section 4.4 of the Original
Agreement requires that the parties use "reasonable efforts" to develop the
Developed Technology substantially in accordance with the Development Plan
attached as Schedule A, or any revised Development Plan agreed upon by the
parties, including any applicable target dates.
Except as set forth herein, the Original Agreement is hereby ratified
and confirmed.
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NINTENDO CO., LTD. NINTENDO OF AMERICA INC.
By: /s/ Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------
Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
President President
February 4, 1994 February 5th, 1994
SILICON GRAPHICS, INC. MIPS TECHNOLOGIES, INC.
By /s/ ▇▇▇ ▇▇▇ By: /s/ ▇▇▇ ▇▇▇
---------------
Name: ▇▇▇ ▇▇▇ Name: ▇▇▇ ▇▇▇
Title: Senior Vice President Title: Chairman of the Board
February 4 , 1994 February 4 , 1994
Attachments: Schedules A, A-1, and B.
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[XXXXXX]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED PURSUANT TO AN
ORDER GRANTING CONFIDENTIAL TREATMENT ISSUED BY THE SECURITIES AND EXCHANGE
COMMISSION ON JUNE 29, 1998.
(7 pages of Schedule A have been redacted)
(4 pages of Schedule A1 have been redacted)
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[XXXXXX]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED PURSUANT TO AN
ORDER GRANTING CONFIDENTIAL TREATMENT ISSUED BY THE SECURITIES AND EXCHANGE
COMMISSION ON JUNE 29, 1998.
SCHEDULE B
DEVELOPMENT FEE ADVANCE TOTAL TO BE PAID
ROYALTY ON
1. XXXXXX XXXXXX XXXXXX Already Paid
2. XXXXXX XXXXXX XXXXXX February 8, 1994
3. XXXXXX XXXXXX XXXXXX May 1, 1994
4. XXXXXX XXXXXX XXXXXX August 1, 1994
5. XXXXXX XXXXXX XXXXXX November 1, 1994
6. XXXXXX XXXXXX XXXXXX February 1, 1995
7. XXXXXX XXXXXX XXXXXX May 1, 1995
------ ------ ------ -----------
TOTAL: XXXXXX XXXXXX* XXXXXX
* NCL will make XXXXXX withholding on the advance royalty, so only XXXXXX
will be received by SGI.
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