* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
AMENDMENT
This is an amendment ("Amendment") to the July 31, 1996 License Agreement
between Net Perceptions, Inc. and the University of Minnesota (the "Agreement").
This Amendment is effective October 13, 1997. Capitalized terms have the same
meaning as in the Agreement. Except as provided herein, the Agreement remains
unchanged and effective.
1. COMPANY will provide UNVERSITY with [*] to be used for funding
research concerning the TECHNOLOGY during an Elected Academic Year (the
"RESEARCH"), including direct and indirect costs, if applicable, with payment
occurring on or before the 45th day following the beginning of such Elected
Academic Year; any amount not so used will be refunded. Such research shall be
conducted under the direction of Xxxxxxxxx Xxxx Xxxxx and/or Xxxxxxxxx Xxxxxx
Xxxxxxx. Results of that research shall be treated as IMPROVEMENTS. An
"Elected Academic Year" shall mean the 97-98 academic year and, if elected by
COMPANY on or before the start date for the applicable academic year, each of
the 98-99 and 99-00 academic years; each Elected Academic Year will be deemed to
begin on October 1 and end on September 30.
2. Subject to compliance with state and federal securities laws and
execution of COMPANY's standard option documentation, COMPANY will grant
fully-vested options for a total of 6,000 shares of COMPANY common stock
(subject to adjustment for stock splits and combinations after the date of this
Amendment and with an exercise price equal to fair market value at the time of
grant) to be split between the UNIVERSITY inventors (excluding Professors Xxxx
Xxxxx and Xxxxxx Xxxxxxx) for each U.S. APPLICATION that COMPANY requests the
UNIVERSITY to file on an IMPROVEMENT conceived or reduced to practice during an
Elected Academic Year. The split between the inventors shall be determined by
the inventors in light of their respective contributions to the invention
disclosed in the U.S. APPLICATION. The grant date with respect to such options
relating to such U.S. APPLICATION will be within 90 days after filing of that
application. However, in no event will COMPANY be obligated to issue options
for more than an aggregate of 18,000 shares (subject to adjustment for stock
splits and combinations after the date of this Amendment) in connection with
IMPROVEMENTS conceived or reduced to practice during the first Elected Academic
Year or during any other single Elected Academic Year. In the unlikely event
that more than 3 U.S. APPLICATIONS will be filed on IMPROVEMENTS conceived or
reduced to practice during any given Elected Academic Year, the options
specified herein to be due for each application filed shall be reduced so as to
equally pro-rate the maximum aggregate total options specified herein for that
Elected Academic Year. Any IMPROVEMENTS that may have been conceived or reduced
to practice prior to the start date of the first Elected Academic Year shall be
deemed to have been conceived or reduced to practice during the first Elected
Academic Year.
Page 1
* Confidential treatment requested for redacted portion. Confidential portion
has been filed separately with the Securities and Exchange Commission.
3. Subject to COMPANY's standard evaluation license agreement terms,
COMPANY will provide Professors Xxxxx and Xxxxxxx access to COMPANY's most
current generally available version of the GroupLens-TM- engine at no charge
throughout Elected Academic Years only and only for non-commercial academic
RESEARCH use during Elected Academic Years by RESEARCH participants in the
laboratories of Professors Xxxxx and Konstan.
4. COMPANY will sponsor three one-day reviews for RESEARCH participants
during each Elected Academic Year.
5. In exchange for the foregoing and notwithstanding Section 5.1(c) of
the Agreement or otherwise, the UNIVERSITY agrees that any and all rights and
licenses granted in the Agreement relating to PATENTS or APPLICATIONS based on
IMPROVEMENTS conceived of on or before the end of the last Elected Academic
Year, or to related PRODUCTS, are and will be fully paid and perpetually royalty
free, regardless of when such PATENTS and APPLICATIONS are filed or granted, and
accordingly, no royalty need be determined in connection therewith.
NET PERCEPTIONS, INC. UNIVERSITY OF MINNESOTA
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxx Xxxxxxxx
--------------------------- ---------------------------
Xxxx Xxxxxxxx, [ILLEGIBLE]
Director
Title: President and CEO Title: Sponsored Projects
Administration
-------------------------- --------------------------
Date: 10/13/97 Date: 10/10/97
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