ALTERNATIVE REVENUE STREAMS. In the event MP or any of its affiliates (a) receives or desires to receive any compensation from any third party (including, without limitation, any MP Commerce Partner or any car dealer) in connection with the Affiliated MP Site or the Decision Guide Affiliated Site other than Advertising Revenues (e.g., compensation derived from offering fee-based clubs or Auction Services) (each such compensation, an "Alternative Revenue Stream"), MP will promptly inform AOL in writing, and the Parties will negotiate in good faith regarding whether MP will be allowed to market the products or services producing such Alternative Revenue Stream (collectively, the "Alternative Products or Services") through the Affiliated MP Site and/or the Decision Guide Affiliated Site, and if so, the equitable portion of revenues from such Alternative Revenue Stream (if applicable) that will be shared with AOL; provided that MP shall be permitted to offer MP-logo products (e.g., cups, hats, mugs) and to retain all revenues from such sales, any other provision of this Agreement notwithstanding (if and to the extent such revenues do not exceed 5% of all revenues generated through the Affiliated MP Site). If the Parties cannot agree, despite good faith discussions, to the exact terms and conditions regarding the marketing of any such Additional Products or Services, MP shall be prohibited from marketing such Additional Products or Services on the Affiliated MP Site and/or the Decision Guide Affiliated Site. For the avoidance of doubt, Alternative Revenue Stream shall not include the revenues generated by the sale of any product or service to car sellers (e.g., offering of website hosting) so long as (a) the price of such product or service is not quoted or priced on an impressions based model (e.g., based on traffic); and (b) the price of such product or service is not supported or justified to the customer by an explicit representation of the value of the incremental AOL traffic resulting from this Agreement or the collection of AOL User data; and (c) if and to the extent MP offers to any third party any mechanism to capture the value incremental traffic provides to the sale of such product or service, then AOL shall receive compensation for AOL traffic at least as favorable to AOL as to any such third party.
ALTERNATIVE REVENUE STREAMS. In the event MP or any of its affiliates (a) receives or desires to receive, directly or indirectly, any compensation in connection with the Affiliated MP Site other than Site Revenues (an "Alternative Revenue Stream"), MP will promptly inform AOL in writing, and the Parties will negotiate in good faith regarding whether MP will be allowed to market Products producing such Alternative Revenue Stream through the Affiliated MP Site, and if so, the equitable portion of revenues from such Alternative Revenue Stream (if applicable) that will be shared with AOL (in no event less than the percentage of Transaction Revenues to be paid to AOL pursuant to this Section 4).
ALTERNATIVE REVENUE STREAMS. In the event 1-800-Flowers or any of its affiliates (a) receives or desires to receive, directly or indirectly, any compensation in connection with the Affiliated 1-800-Flowers Site other than Transaction Revenues [****] (an "Alternative Revenue Stream"), 1-800-Flowers will promptly inform AOL in writing, and the Parties will negotiate in good faith regarding whether 1-800-Flowers will be allowed to market Products producing such Alternative Revenue Stream through the Affiliated 1-800-Flowers Site, and if so, the equitable portion of revenues from such Alternative Revenue Stream (if applicable) that will be shared with AOL. In the event the Parties cannot in good faith reach agreement regarding such Alternative Revenue Stream within ten (10) days of AOL's request to negotiate, either Party will have the right to have such matter submitted to dispute resolution pursuant to Section 6.
ALTERNATIVE REVENUE STREAMS. In the event B&N or its Affiliates receives or desires to receive, directly or indirectly, any compensation in connection with the Affiliated B&N Site other than Site Revenues described herein (an "Alternative Revenue Stream"), B&N will promptly inform AOL in writing, and the Parties will negotiate in good faith regarding whether B&N will be allowed to market Products producing such Alternative Revenue Stream to AOL Members through the Affiliated B&N Site, and if so, the equitable portion of such Alternative Revenue Stream (if applicable) that will be shared with AOL.
ALTERNATIVE REVENUE STREAMS. In the event MP or any of its affiliates (a) --------------------------- receives or desires to receive, directly or indirectly, any compensation in connection with the Affiliated MP Site other than Transaction Revenues or Advertising Revenues (an "Alternative Revenue Stream"), or (b) desires to materially alter its current business model (e.g.: a change to an Auction Format or Retail Club) (an "Alternative Business Model") MP will promptly inform AOL in writing, and the Parties will negotiate in good faith regarding whether MP will be allowed to (i) market products producing such Alternative Revenue Stream through the Affiliated MP Site or (ii) create an Alternative Business Model, and if so, the equitable portion of revenues from such Alternative Revenue Stream or Alternative Business Model (if applicable) that will be shared with AOL (in no event less than the percentage of Transaction Revenues to be paid to AOL pursuant to this Section 4). In the event the Parties cannot in good faith reach agreement regarding such Alternative Revenue Stream or Alternative Business Model within ten (10) days of AOL's request to negotiate, the Parties shall mutually agree to submit such dispute to the Management Committee for resolution in the manner set forth in Section 7 hereof.
ALTERNATIVE REVENUE STREAMS. In the event ICP or any of its affiliates creates or desires to create, as a direct result of any Promotions, any new revenue stream, not including any revenue streams of ICP from market or clinical research activities, as a result of such Promotions other than Transaction Revenues or revenues from advertising and sponsorships (an "ALTERNATIVE REVENUE STREAM"), ICP will promptly inform AOL in writing of ICP's desire to market products and/or services through the AOL Service, AOL.xxx, Netscape Netcenter, the CompuServe
ALTERNATIVE REVENUE STREAMS. In the event RS or any of its Affiliates --------------------------- (a) receives or desires to receive any direct compensation in connection with the Co-Branded Sites other than Sales Revenues or Home Finance Product Revenues (an "Alternative Revenue Stream"), RS will promptly inform AOL in writing, and the Parties will negotiate in good faith regarding the equitable portion of revenues from such Alternative Revenue Stream (if applicable) that will be shared with AOL. RS will not launch the product or service from which such Alternative Revenue Stream will be derived, until agreement on such equitable portion of revenues is reached. In the event the Parties cannot in good faith reach agreement regarding such Alternative Revenue Stream within ten (10) days of AOL's request to negotiate, AOL will have the right to request RS to submit the issue for resolution pursuant to Section 4.
ALTERNATIVE REVENUE STREAMS. In the event MP or any of its affiliates (a) receives or desires to receive, directly or indirectly, any compensation in connection with the Affiliated MP Site other than Transaction Revenues or Advertising Revenues (an "Alternative Revenue Stream"), or (b) desires to materially alter or change its current business model (e.g., a change to an Auction Format, Retail Club or the rental of Software Products) (an "Alternative Business Model") MP will promptly inform AOL in writing, and the Parties will negotiate in good faith regarding whether MP will be allowed to (i) market products producing such Alternative Revenue Stream through the Affiliated MP Site, or (ii) create an Alternative Business Model and if so, the equitable portion of revenues from such Alternative Revenue Stream or Alternative Business Model (if applicable) that will be shared with AOL (in no event less than the percentage of Gross Transaction Margins to be paid to AOL pursuant to this Section 4). In the event the Parties cannot in good faith reach agreement regarding such Alternative Revenue Stream or Alternative Business Model, MP shall refrain from implementing the Alternative Revenue Stream or the Alternative Business Model.
ALTERNATIVE REVENUE STREAMS. In the event InfoSpace desires to receive, directly or indirectly, any compensation in connection with the AOL White Pages other than advertising revenues or transaction revenues obtained through Advertisements (including without limitation any premium service charges) (collectively, "Alternative Revenue Streams"), InfoSpace will promptly inform AOL, and the Parties will negotiate in good faith regarding whether InfoSpace will be permitted to establish such Alternative Revenue Stream through the AOL White Pages. In the event that AOL amounts owed hereunder not paid within thirty (30) days of the date when due and payable will bear interest from such later date at the rate of 15% per year, or the highest legally permissible rate below 15%.
ALTERNATIVE REVENUE STREAMS. In the event that N2P receives or --------------------------- desires to receive (directly or indirectly) any compensation in connection with the ICQ Service from the sale of any Products other than the ICQ IP Telephony Services or as otherwise agreed to by the Parties (an "Alternative Revenue Stream"), N2P will promptly inform ICQ in writing, and the Parties will negotiate in good faith regarding whether N2P will be allowed to market the Products producing such Alternative Revenue Stream (the "Alternative Products") through the ICQ Service, and if so, the equitable portion of revenues from such Alternative Revenue Stream (if applicable) that will be shared with ICQ. [****] REPRESENTS MATERIAL, WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE COMMISSION, PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXECUTION VERSION
