[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
AMENDMENT NO. 1 TO SPACECRAFT TECHNOLOGY LICENSE AGREEMENT
AMENDMENT NO. 1 (the Amendment), dated as of July 27, 2009 (the Amendment Effective Date), to the Spacecraft Technology License Agreement by and between Mojave Aerospace Ventures, LLC, a Delaware limited liability company (MAV), and Virgin Galactic LLC, a Delaware limited liability company (Virgin) dated as of September 24, 2004 (the Agreement).
WHEREAS, the parties hereto wish to amend the Agreement as more fully set forth below;
NOW, THEREFORE, in consideration of the premises, the mutual agreements hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that, effective as of the date of this Amendment, the Agreement shall be amended as follows:
1. Definitions. Unless otherwise defined herein, capitalized terms used in this Amendment shall have the meaning ascribed to them in the Agreement.
AMENDMENTS TO THE AGREEMENT
1. The following new definitions are hereby added to the Agreement:
Exclusivity Period shall mean the period from the Amendment Effective Date through the first to occur of (a) [***] or (b) [***] of the first commercial launch of a Licensed Spacecraft.
Gross Sales Revenues shall mean all amounts, including cash, cash equivalents and the fair market value of non-cash consideration, received by Virgin or its Affiliate or sublicensee from any first sale, lease, or other provision, to a third party that is not an Affiliate of Virgin, of Licensed Spacecraft and any related components, supplies, equipment, and spare or replacement parts, and/or for any and all related warranty coverage, insurance or indemnity fees, support, maintenance, technical training, and other similar or dissimilar goods or services provided by Virgin or any of its Affiliates or sublicensees, less: (a) refunds; and (b) applicable value added, sales or other taxes, but not including taxes based on net income or gross receipts of the seller. Where any of the foregoing are sold for less than a current, arms-length cash price, or where they are bundled for pricing purposes with other goods, services, barters or other considerations of any sort,