Amendment to Intellectual Property Agreement between Time Warner Entertainment Company, L.P. and Warner Communications Inc.

Summary

Time Warner Entertainment Company, L.P. and Warner Communications Inc. have agreed to amend their existing Intellectual Property Agreement, originally effective August 20, 2002. This amendment, dated March 31, 2003, updates and replaces certain schedules listing patents and trademarks allocated between the parties. All other terms of the original agreement remain unchanged and in effect. The amendment ensures the correct allocation of intellectual property assets related to their respective business groups.

EX-10.2 13 g81986exv10w2.txt EX-10.2 AMENDMENT TO THE INTELLUCTUAL PROPERTY EXHIBIT: 10.2 AMENDMENT TO INTELLECTUAL PROPERTY AGREEMENT This Amendment, dated as of March 31, 2003 is made by and between Time Warner Entertainment Company, L.P., a Delaware limited partnership, ("TWE") and Warner Communications Inc., a Delaware corporation, ("Holdco") (collectively, the "Parties"). WHEREAS, effective as of August 20, 2002, the Parties entered into an Intellectual Property Agreement (the "Intellectual Property Agreement"), pursuant to which the Parties have allocated to TWE and the TWE Broadband Group the intellectual property assets related to the TWE Broadband Business and have allocated to Holdco and the TWE Non-Broadband Group the intellectual property assets related to the TWE Non-Broadband Business; and WHEREAS, the Parties now wish to amend the Intellectual Property Agreement to revise the schedule of TWE Non-Broadband Group Patents and the schedule of Excluded TWE Broadband Group Trademarks; and NOW THEREFORE, in consideration of the mutual promises and covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Definitions. Terms used and not defined herein shall have the meanings assigned to them in the Intellectual Property Agreement. 2. Schedule B to the Intellectual Property Agreement shall be replaced in its entirety with Schedule A hereto. 3. Schedule D to the Intellectual Property Agreement shall be replaced in its entirety with Schedule B hereto. 4. Schedule E to the Intellectual Property Agreement shall be replaced in its entirety with Schedule C hereto. 5. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. Except to the extent specifically amended and supplemented hereby, all of the items, conditions and provisions of the Intellectual Property Agreement shall remain unmodified, and the Intellectual Property Agreement, as amended and supplemented by this Amendment, is confirmed as being in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment to the Intellectual Property Agreement as of the date first above written by the respective officers hereunto duly authorized. TIME WARNER ENTERTAINMENT COMPANY, L.P. By: /s/ Spencer B. Hays -------------------------------- Name: Spencer B. Hays Title: Senior Vice President WARNER COMMUNICATIONS INC. By: /s/ Douglas S. Phillips -------------------------------- Name: Douglas S. Phillips Title: Vice President 2 Schedule A TWE BROADBAND GROUP PATENTS

9 Schedule B TWE NON-BROADBAND GROUP PATENTS

32 Schedule C EXCLUDED TWE BROADBAND GROUP TRADEMARKS