Exhibit 10.2
September 25, 2001
Xx. Xxx Xxxxxxxx
xXxxxx.xxx, Inc.
0000 Xxxxxxxxx Xxxx
Xxxxx 0
Xxxxxxxxx Xxxxx, XX 00000
Re: Third Amendment to Content License Agreement
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Reference is made to the Content License Agreement entered into between Yahoo!
Inc. ("Yahoo") and xXxxxx.xxx, Inc. ("Licensor") on April 4, 2001, as amended by
the First Amendment to the Content License Agreement entered into between Yahoo
and Licensor dated April 10, 2001 and further amended by the Second Amendment to
the Content License Agreement entered into between Yahoo and Licensor dated June
25, 2001 (as amended, the "Agreement"). Unless otherwise expressly defined
herein, all capitalized terms used herein shall have the meanings set forth in
the Agreement. The parties agree that the Agreement is hereby amended as
follows:
1. The reference to ["___________"] contained in Section 2 of
[_______________________] of Exhibit B-1 to ------------- the
Agreement is hereby amended to read "[ ] and Men's Fitness
Registrations."
2. The references to "this Section" contained in such Section is
hereby amended to read "this Section and Section 1(a)[ ] of
Exhibit B-2 to the Agreement."
3. The second sentence of the paragraph within the cell of the table
opposite the payment amount of [ ---------------- ] in Section 1
of Compensation of Exhibit B-1 of the Agreement which reads:
"[-------------------------------------------------------------
--------------------------------------------------------------]"
Is replaced in its entirety with the following:
[________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
________________________________________________________________]
4. The first sentence of the Section 1(b)(Men's Fitness [ ]) of
Exhibit B-2 of the Agreement which reads: "If
the [________________________] of Men's Fitness [_____________]
is not met on or before the specific date set forth in the
payment schedule below, a [_________________________________] in
payment shall be made
and such [______________________] would be delayed until said
[__________________] was fulfilled." is replaced in its entirety
with the following language:
If the [___________] number of Men's Fitness [_______________]
was not met on or before an applicable specified date set forth
below, Advertiser will pay to Yahoo a pro rata amount of the
relevant payment. Advertiser will pay the remainder of such
payment immediately after such [ ] of Men's Fitness
[_______________] is met. By way of example, and without
limitation, if only [_______________] of the [_______________]
Men's Fitness [_______] have been met by September 30, 2001,
Advertiser will pay to Yahoo [___________] (the pro rata amount
of the [___________] payment) at that time. Advertiser will pay
to Yahoo [___________] (the remaining amount of the
[_____________] payment) immediately after an additional
[_________] Men's Fitness [___________] have been met (i.e. a
total of [___________] Men's Fitness [_________]).
5. Except as modified hereby, the Agreement shall remain in full
force and effect.
Please have a duly authorized representative of Licensor execute this amendment
in the space provided below and return to Xxxxxxx Xxxxxxxx at Yahoo! Business
Development, 000 Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000.
Sincerely,
YAHOO! INC., a Delaware corporation
By: /s/ Xxxx Xxxxxxxx
--------------------------------
Name: Xxxx Xxxxxxxx
------------------------------
Title: RVP
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Date: September 25, 2001
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AGREED AND ACCEPTED
THIS 25/th/ DAY OF SEPTEMBER, 2001, BY:
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XXXXXX.XXX, INC.
By: /s/ Xxx Xxxxxxxx
--------------------------------
Name: Xxx Xxxxxxxx
------------------------------
Title: EVP
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