Exercisse 1.

Ans 1.

1. LICENSED TERRITORY AND CHANNELS OF DISTRIBUTION

a. The license hereby granted extends only to the territory of India (hereby referred
as”Licensed Territory”).
b. The Licensee expressly acknowledges and agrees that it is not licensed or
authorized to use the Products, directly or indirectly, outside of the Licensed
Territory, and that it is not licensed to and will not sell the Licensed Articles to
persons or entities who intend or are likely to resell them outside the Licensed
Territory.
c. The Licensed Articles may be sold only in or to the channels of distribution set
forth on Schedule 2 attached hereto, and the Licensee is not licensed to and will
not sell the Licensed Articles to persons or entities who intend or are likely to
resell them outside such channels of distribution.

Ans 2.

2. Payments

2.1 The Licensee shall, within 7 days following the end of each calendar quarter, starting with
the quarter in which sales of the Licensed Articles commence, submit to the Licensor a report
covering the sales of the Licensed Articles during the preceding quarter.
Each report shall show
Number of units sold of each Licensed Article,
Unit price of each Licensed Article,
Gross sales for each Licensed Article.

2.2Each report shall be certified by the Licensee’s chief financial officer (or other similar
corporate officer).
2.3 Along with each report the Licensee shall transmit to the Licensor payment of the amount
due.
2.4 Compensation/Royalty on sales shall be calculated in the currency of the country in
question and shall be remitted in Indian currency, using the prevailing exchange rate on the
business day immediately preceding the day that payment is made; provided, however that if
any payment is not made to the Licensor when due hereunder, the Licensee shall be
responsible for any loss to the Licensor due to fluctuations in exchange rates between the date
payment was due and the date of any late payment.
2.5.Payments shall be sent and made payable in Rs 40,00,000 .
Late payments shall bear interest at the lower of (a) the maximum rate of interest allowed by
law.

Ans 3.

3. License Grant.

Licensor hereby grants to Licensee, and Licensee hereby accepts, subject to the terms and
conditions of this Agreement, a non-exclusive, royalty-bearing, license under the Licensor’s
intellectual property rights in the characters, names, logos, designs, artwork, and other
elements of the animated series “Doraemon” (the “Show”), to use, reproduce, display,
distribute, and sell the following products: action figures, plush toys, costumes, masks,
accessories, and other related merchandise (the “Licensed Products”), during the Term and in
the Territory as defined herein. Licensee shall have the right to sublicense the rights granted
herein to its affiliates and authorized manufacturers, distributors, and retailers, provided that
such sublicensees agree to comply with the terms and conditions of this Agreement. Licensee
acknowledges and agrees that Licensor is the sole and exclusive owner of the Property and that
nothing in this Agreement shall be construed to transfer any ownership rights or interests in the
Property to Licensee or any third party.
 *-----------------*

Exercise 2.

Audit Clause

The Licensee shall keep accurate books of account and records showing all transactions relating
to the Licensed Products, including but not limited to the manufacture, distribution, sale, and
return of the Licensed Products, and the calculation and payment of the Royalties and Fees. The
Licensee shall furnish to the Licensor, within thirty (30) days after the end of each calendar
quarter, a statement certified by an authorized officer of the Licensee, showing the number,
description, and selling price of the Licensed Products sold or otherwise disposed of by the
Licensee and its sublicensees during such quarter, and the amount of the Royalties and Fees
payable to the Licensor for such quarter. The Licensee shall also pay to the Licensor the
Royalties and Fees due for such quarter along with the statement.

The Licensor shall have the right, at its own expense and upon reasonable notice, to audit or
have an independent auditor audit the books and records of the Licensee and its sublicensees
relating to the Licensed Products, not more than once in any twelve (12) month period, during
normal business hours and in a manner that does not unreasonably interfere with the
Licensee’s business operations. The audit shall be conducted for the purpose of verifying the
accuracy of the statements and payments made by the Licensee under this Agreement, and the
compliance of the Licensee and its sublicensees with the terms and conditions of this
Agreement. If the audit reveals that the Licensee has underpaid the Licensor by more than five
percent (5%) of the amount due for any quarter, then the Licensee shall reimburse the Licensor
for the cost of the audit, in addition to paying the Licensor the amount of the underpayment,
plus interest at the rate of one and a half percent (1.5%) per month, or the maximum rate
permitted by law, whichever is lower, from the date such payment was due until the date of
payment. If the audit reveals that the Licensee has overpaid the Licensor, then the Licensor
shall credit the Licensee for the amount of the overpayment, which shall be applied against the
next payment due from the Licensee to the Licensor.

Ans 2

Protection of Trademark
The Licensee acknowledges that the Licensor is the sole and exclusive owner of the Trademark
and the Character, and that the Licensor has valid and enforceable rights in the Trademark and
the Character throughout the Territory. The Licensee agrees not to do anything that may
adversely affect, impair, or diminish the Licensor’s rights, title, or interest in the Trademark and
the Character, or to assist or allow any third party to do so. The Licensee shall not apply for or
register any trademark, service mark, trade name, domain name, or other designation that is
identical or confusingly similar to the Trademark or the Character, or that incorporates or
imitates any element of the Trademark or the Character, in any jurisdiction.

The Licensee shall use the Trademark and the Character only in the manner and form
authorized by the Licensor, and in compliance with the Licensor’s quality standards, guidelines,
and instructions, as may be provided by the Licensor from time to time. The Licensee shall
submit to the Licensor samples of all materials, packaging, labels, advertisements, and
promotions that bear or display the Trademark or the Character, or that relate to the Licensed
Products or Services, for the Licensor’s prior written approval, which shall not be unreasonably
withheld or delayed. The Licensee shall not distribute, sell, or offer for sale any Licensed
Product or Service that has not been approved by the Licensor, or that deviates from the
approved sample in any material respect.

The Licensee shall cooperate with the Licensor in protecting and enforcing the Licensor’s rights
in the Trademark and the Character, and shall promptly inform the Licensor of any actual or
suspected infringement or unauthorized use of the Trademark or the Character by any third
party. The Licensee shall not take any action or make any statement that may prejudice or
compromise the Licensor’s position or rights in any such matter, without the Licensor’s prior
written consent. The Licensor shall have the sole and exclusive right, but not the obligation, to
initiate, conduct, and settle any legal action or proceeding against any third party that infringes
or misuses the Trademark or the Character, and the Licensee shall provide the Licensor with all
reasonable assistance and cooperation in such action or proceeding, at the Licensor’s expense.
The Licensor shall be entitled to retain any and all damages, costs, or fees recovered from such
third party, and the Licensee shall have no claim or interest in such recovery. If the Licensee is
found to be responsible or liable for any infringement or misuse of the Trademark or the
Character, either directly or indirectly, the Licensee shall indemnify and hold harmless the
Licensor from and against any and all damages, costs, or fees arising from or related to such
infringement or misuse.

Ans 3.

3. QUALITY OF MERCHANDISE
 3.1 The Licensee acknowledges that if the Licensed Articles manufactured and sold by it
hereunder were of inferior quality in design, material or workmanship, the substantial good will
which the Licensor has established and now possesses, in the trademarks, copyrights, names,
symbols, design and logos, would be impaired.
3.2 Accordingly, the Licensee agrees that the Licensed Articles shall be of high standard and of
such style, appearance and quality as shall be reasonably adequate and suited to their
exploitation to the best advantage.
3.3 The Licensee may not sell damaged or defective Licensed Articles or products considered
“seconds” based on industry standards.
3.4 The Licensee shall provide a pre-production and production calendar which such schedule
shall be submitted to the Licensor for approval.
3.5 The Licensor shall approve each stage of development of the Licensed Articles from the
conception to the production thereof.
3.6 The Licensee shall, before it manufactures, distributes or sells any particular Licensed Article
must furnish the Licensor, free of cost, for its written approval, one sample of each of the
following: (i) preliminary art concept; (ii) color composite, hand sample and/or final art; and (iii)
preproduction/prototype for the Licensed Article together with its cartons and containers, tags,
labels, wrapping material, advertising or promotional material for use in any media in
connection with the Licensed Article (“Packaging”).
3.7 The Licensee shall provide the Licensor with three production samples, free of cost; for the
Licensor's written approval prior to distribution of the Licensed Article. If Licensor does not
indicate its approval or disapproval of such submissions within 2 weeks of the draft of
submission, The Licensor shall be the same.
3.8 Once the Licensed Article and collateral materials have been approved, the Licensee shall
not depart there from without first obtaining the Licensor’s written consent in accordance
herewith.
3.9 The Licensor or its authorized agents or representatives shall have access to the Licensee’s
premises at all reasonable times, upon reasonable notice, with the right to a full inspection of
the production of the Licensed Articles in order to satisfy itself that its standards are
maintained.
3.10 The Licensee shall be responsible for all costs incurred by the Licensee and/or the Licensor
in connection with the development for formatting of artwork, designs and verse for the
Licensed Products, displays, packaging or promotional materials (including artwork developed
by third parties and including any artwork which in Licensor's opinion is necessary to modify
artwork initially proposed by the Licensee and submitted to the Licensor for approval).
3.11 The Licensee shall pay the Licensor within 3 days of receiving an invoice therefore, at the
Licensor’s, then prevailing commercial rates. Estimates of artwork charges will be available
upon request. While the Licensee is not obligated to utilize the artwork services of the Licensor,
the Licensee is encouraged to do so in order to minimize delays.

Ans 4.

4. TERMINATION

4.1 This Agreement shall be automatically terminated upon expiry of the License Term unless
renewed by the Parties in writing.
4.2 Either Party may terminate this Agreement by providing written notice of ___ days to the
other party and the other part accepting such termination in writing.
4.3This Agreement shall stand terminated forthwith upon written intimation in the following
events:
a.If the Licensee shall at any time fails to make any payment when due
under this Agreement,
b. If the Licensee fails to make any report required under tins
Agreement within 3 days after its due date,
c.If the Licensee fails to introduce (offer for sale, display, advertise or sell)
the Licensed Articles by the date(s) agreed upon
 d. If the Licensee fails to manufacture and sell the Licensed Articles
for a period of 6 months
e. If the Licensee commits any breach of this Agreement

4.4 If the Licensee discontinues a substantial portion of its business, make (or attempt to make)
any assignment for the benefit of creditors, file a petition under or pursuant to any provision of
the Insolvency & Bankruptcy Code, be adjudicated a bankrupt or insolvent or have a receiver or
trustee appointed for any part of its business or property