Nautilus 2009 Annual Report Download - page 96

Exhibit 10.24
LICENSE AGREEMENT
THIS LICENSE AGREEMENT (hereinafter “License” or “License Agreement”) is effective as of the date of signing by the last of the
parties to sign below and is by and between Xiamen World Gear Sports Goods Co., Ltd. a corporation under the laws of the People’
s Republic of
China (“Buyer”), having a place of business at 27-29 North 2 Road, Xinglin, Jimei District, Xiamen City, Fujian Province, People’s Republic
of China and Nautilus, Inc., a Washington Corporation (“Nautilus”), having a place of business at 16400 SE Nautilus Drive, Vancouver, WA.
98683. Buyer and Nautilus are referred to collectively herein as the “Parties”.
This License is an exhibit to an Asset Purchase Agreement entered
into on the same date between Buyer and Nautilus. The parties agree as follows:
A. Unless expressly otherwise defined herein, the Terms used in this License that are defined in the Asset Purchase Agreement shall
have the same meaning as defined in the Asset Purchase Agreement.
B. “And/or” shall mean “and”, “or” and both “and” and “or”.
C. “Accessories”
shall mean pedals, seats, seat posts and handlebars that replace standard components of Licensed Indoor Cycles and
offer alternate functionality such as additional compatibility, comfort, cost, etc.
D. “Affiliate” shall have the meaning set forth in rule 12b-2 of the regulations promulgated under the Securities Exchange Act in
force as of the effective date of this License.
E. “Asset Purchase Agreement” shall mean an agreement entered into between the Parties to which this License Agreement is an
exhibit.
F. “Commercial Channel” shall mean bona fide sales to commercial, corporate, and government entities that are not Affiliates of
Buyer and that provide access to the Indoor Cycles to multiple users including fitness centers, gyms, health clubs, studios, hotels,
resorts, schools, military, and corporate employee centers. The Commercial Channel does not include and excludes all other sales or
distributions of Indoor Cycles, including but not limited to sales and other distributions: (a) to end users (non-commercial users,
typically home use) and resellers, such as retailers and online resellers; and/or (b) to any entity where there is reason to know that
such entity is selling or distributing to end users and/or resellers (except as used equipment following normal use in the entity’s
facility).
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Definitions and Schedules
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