MICROSOFT’S GUARANTEES TO YAHOO Clause Samples

MICROSOFT’S GUARANTEES TO YAHOO a) During the Guarantee Term for each country, Microsoft will guarantee (subject to the adjustments below) that the Gross Revenues per search (“RPS”) generated by Paid Search Listings on the Yahoo! Properties (i.e., excluding Gross Revenues and Queries from Syndication Properties) in that country will remain greater than or equal to the RPS [*] Indicates that certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to omitted portions. Guarantee Rate described in Section 9(c) (the “Guarantee”). Any revenues associated with Yahoo!’s paid inclusion services (e.g., Yahoo! Search Submit) will not be included in the RPS calculations in this Section 9, including the establishment of the RPS Guarantee Rate, and Adjusted Reference RPS and the calculation of the guarantee. b) The RPS Guarantee Rate described in this Section 9 will be determined and evaluated separately for each country in that country’s billing currency and according to that country’s Guarantee Term. Except as expressly agreed by the parties on a case-by-case basis, the RPS Guarantee Rate will not apply to Paid Search Listings displayed on Yahoo! Properties of companies or businesses acquired by Yahoo! after the Effective Date (i.e., neither the searches performed on, nor the associated revenue from, searches on such properties will be included in making the calculations in this Section 9). c) The RPS Guarantee Rate will be calculated separately for each country as of the end of each of the [*] consecutive [*] intervals comprising the Guarantee Term (each, a “True-Up Period”) for each of the [*] True-Up Periods. The RPS Guarantee Rate will be calculated as the product of the Traffic and GDP Adjustor described in section 9(c)(i) below and the Realized RPS described in section 9(c)(ii) below: i) The “Traffic and GDP Adjustor” is the quotient of the GDP Adjusted Reference RPS in 9(c)(i)(1) below and the Adjusted Control RPS in 9(c)(i)(2) below: