FORM 20-F THOMSON multimedia - Technicolor

exclusive right to grant licenses to third parties on their patents covering optical disks and have also
authorized Thomson Licensing S.A. to negotiate and sign such licensing agreements.
) Trademark Agreement
Pursuant to the terms of an agreement dated March 20, 2001 between Thomson S.A. and
Thomson, Thomson S.A. sold to us the THOMSON˛ name and all attached rights for a total amount
of 0 2.4 million. This agreement terminated a contractual relationship dated August 1998 through
which we were assigned a non-exclusive free license, transferable only to our subsidiaries, on the
patents and trademarks of Thomson S.A. for the worldwide manufacture and sale of products within
the business areas of Thomson.
Pursuant to an agreement dated July 16, 2001, we also purchased from Thalès S.A., all rights
relating to the Thomson name, for a total amount of 0 1.5 million.
) Service Agreement
The service agreement, dated August 1998, between Thomson S.A. and Thomson governs the
financial, fiscal, administrative and legal services provided by us to Thomson S.A. This agreement
was established under regular market conditions and may be renewed each year by tacit agreement.
) Tax Agreement
In 1998, Thomson S.A. and Thomson entered into an agreement pursuant to which
Thomson S.A. agreed to indemnify and to compensate us and our French subsidiaries for our tax
liability resulting from our withdrawal from fiscal consolidation. Under the terms of this agreement,
Thomson S.A. was required to pay us an annual indemnity equal to the tax actually paid by us and
our French subsidiaries owned at or greater than 95% for fiscal years 1998, 1999 and 2000. The
maximum amount of the indemnity that was required to be paid to us was capped at an amount
equal to a net tax of 0 116 million for us. As the total amount of the indemnity was paid at the end of
the 2000 fiscal year, the tax agreement expired as of 2001.
) Agreements with strategic partners
We have entered into various agreements with our strategic partners: Alcatel, DIRECTV,
Microsoft, NEC and, most recently, Carlton in connection with our acquisition of Technicolor
described below. Each is represented on the Board by one Director. We intend to continue regular
commercial relations with each of these partners. For more information on the nature and extent of
our relationships with these shareholders, please see Item 4: ‘‘Information on the Company’’, Item 7:
‘‘Major Shareholders and Related Party Transactions — Distribution of Share Capital’’, Item 10:
‘‘Additional Information — Material Contracts’’ and Note 29 to our consolidated financial statements.
) Loans made by Thomson
We have an outstanding loan with Mr. Brian Kelly, the CFO of our Digital Media Solutions
division, for the purchase of real estate in the amount of U.S.$276,000. This loan, which was
granted on April 14, 2000, will begin bearing interest on December 31, 2002 at a rate equal to the
interest rate on the date of the underlying mortgage loan taken out by Mr. Kelly on the property. The
interest rate on this mortgage was 6.2% on March 25, 2002. As of this date, the full amount of the
loan was outstanding.
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