exv10w15



 






Exhibit 10.15




Addendum #1 to Patent License Agreement



This Addendum to Patent License Agreement is between Nocopi Technologies, Inc. (Licensor) and Giddy
Up, LLC and Color Loco, LLC (jointly and severally, Licensee)



1. Background



Licensor and Licensee are parties to a Patent License Agreement (the Agreement) effective April 1,
2006. All capitalized words appearing in this Addendum shall have the same definitions set forth
in the Agreement. The parties intend, by this Addendum, to expand the scope of the License to
include Activating Markers. Except as expressly modified by this Addendum, the License to use the
Patented Ink Technology with Activating Markers shall be governed by the terms and conditions of
the Agreement.



2. Expanded License Grant



The License is hereby expanded to include Activating Markers. “Activating Markers” are defined as
children’s merchandise such as soft cover books, activity/art kits, stationery, stickers, and
sticker books, whether or not the suggested retail price is in excess of or below $2.50 per item,
utilizing Licensor’s Patented Ink Technology that is activated solely by use of a Activating
marker, pen or other device, and not by scratching or rubbing. If an item of merchandise includes
an Activating Marker but is also marketed to permit or enable the Patented Ink Technology to be
activated by scratching or rubbing, it shall be considered a Product or Other Product under the
Agreement, and not an Activating Marker under this Addendum.



3. Annual Royalties Based on Shipments of Activating Markers



Separate and apart from the Annual Royalties and Quarterly Royalties set forth in the Agreement,
Licensee shall pay Licensor an Annual Royalty and Quarterly Royalty, in the manner set forth in the
Agreement, with respect to all Activating Markers that are billed and shipped. The royalty rate
applicable to Activating Markers shall always be three percent (3%), payable as set forth in the
Agreement. With each Quarterly Royalty relating to shipments of Activating Markers, Licensee shall
provide Licensor with a Report containing the information required by the Agreement and sufficient
to enable Licensor to differentiate sales of Activating Markers from Licensee’s sales of Products
or Other Products. The 3% royalty rate applicable to shipments of Activating Markers shall not be
modified or reduced whether or not the merchandise contains licensed marks of third parties (e.g.,
Disney, Sesame Street, etc.), or whether or not the customers purchasing the Activating Markers
would otherwise qualify as Special Rate Customers.



4. No Minimum Annual Royalties Based on Shipments of Activating Markers



Licensee shall actively promote the sale of Activating Markers during the Term of the Agreement;
provided, however, that anything in the Agreement to the contrary notwithstanding, (a) Licensee
shall have no minimum royalty obligations during the




 









 







Development Period or any Annual Period
thereafter with respect to Activating Markers, and (b) sales of Activating Markers shall not be
count towards or be applied as a credit against any minimum royalties, Annual Royalties or
Quarterly Royalties otherwise required in the Agreement.



5. Licensor’s Sales of Ink to Licensee’s Approved Printers



Upon the commencement date of this Addendum, Licensee shall use its best commercial efforts to
cause its Approved Printers to purchase Ink for use with its Activating Markers from Licensor.
Commencing on June 1, 2007, Licensee shall cause its Approved Printers exclusively to purchase Ink
for use with its Activating Markers from Licensor and shall exclusively use such Ink with its
Activating Markers. Licensor shall sell its Ink for use with the Activating Markers to Licensee’s
Approved Printers as contemplated by the Agreement.



6. Term of Addendum



This Addendum shall commence on August 1, 2006, and, unless sooner terminated, shall remain in
effect during the Term of the Agreement. This Addendum and the rights and obligations set forth
herein shall terminate automatically upon termination or expiration of the Agreement for any
reason. In addition, if either Party breaches any of its obligations under this Addendum and fails
to cure such breach to the reasonable satisfaction of the non-breaching Party within ten (10)
calendar days after written notice from the non-breaching Party if the breach relates to the
non-payment of money, or within thirty (30) calendar days after such written notice for any other
type of breach, the non-breaching Party, at its election may affirm this Addendum and seek and
secure specific performance by the breaching Party of its obligations under this Addendum or may
terminate this Addendum (without terminating the Agreement unless such breach also constitutes a
breach of the Agreement) and, in either instance, may seek and secure reimbursement for damages
incurred as a result of such breach.



In witness whereof, the Parties execute this Addendum as of the commencement date set forth above,
intending to be legally bound.




	 	 	 	 	 
	Nocopi Technologies, Inc.

	 	Giddy Up, LLC	 	 
	 
	 	 	 	 
	 

Title:

	 	 

Title:
	 	 
	 
	 	 	 	 
	Color Loco, LLC
	 	 	 	 
	 
	 	 	 	 
	 

Title:

	 	 	 	 






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