Nautilus 2009 Annual Report Download - page 199

Exhibit 10.28
COMMERCIAL LICENSE AGREEMENT
THIS LICENSE AGREEMENT (hereinafter “License” or “Agreement”) is by and between Med-Fit Systems, Inc. a California
corporation (“Buyer”) and Nautilus, Inc., a Washington corporation (“Nautilus”) (collectively the “Parties”). This License is an exhibit to an
Asset Purchase Agreement (the “APA”) entered into on the same date between the Parties.
This Agreement shall be effective as of February 18, 2010 (“the Effective Date ”).
The Parties agree as follows:
1
1.
Definitions and List of Schedules
1.1.
Unless expressly defined otherwise herein, any term defined in the Asset Purchase Agreement shall have the same meaning in
this Agreement.
1.2.
“
Accessories
”
shall mean products for use with Fitness Products. By way of example, but not of limitation, Accessories shall
include benches for weight training, stands for supporting weights, mats, flooring, data storage for tracking workouts,
interfaces, media players, televisions, entertainment and training software, and similar.
1.3.
“
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.
1.4.
“
Asset Purchase Agreement
”
or
“
APA
”
shall mean the agreement entered into between the Parties to which this
Agreement is an exhibit.
1.5. “
Cardio Products
” shall mean products intended to improve cardiovascular fitness, primarily through aerobic conditioning.
By way of example, but not of limitation, Cardio Products shall include treadmills, stationary cycles (upright and recumbent),
elliptical machines, steppers, and all products that attach to, or physically interface with, treadmills, stationary cycles,
elliptical machines, and steppers. Cardio Products typically use motors/generators in their operation and electrical controls for
controlling its operation. A multipurpose machine or combined strength/cardio product shall be deemed