CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT 10.27
AMENDMENT NO. 1
to the
LICENSE AGREEMENT
This Amendment No. 1 ("Amendment No. 1") to the License Agreement between
Network Computer, Inc. ("NCI") and Endeavor Technologies, Inc. (now known as
WebMD, Inc.) ("CUSTOMER") dated May 29, 1998 (the "License Agreement"), is made
and entered into between NCI and CUSTOMER as of this 11th day of November, 1998
(the "Amendment No. 1 Effective Date").
RECITALS
A. CUSTOMER has been granted a license to certain NCI technology under
the terms and subject to the conditions set forth in the License
Agreement.
B. The parties agree to amend the License Agreement as set forth in this
Amendment No. 1.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Exhibit B, Section 3 ("Service Fees") of the License Agreement is hereby
amended by inserting the following after the second sentence of the
definition of Consulting Services:
"Notwithstanding the foregoing, all consulting services provided by
NCI from September 1, 1998 to the end of one (1) year immediately
following the Effective Date shall be recouped against the $***
commitment set forth above at the following rates plus reasonable
travel and expenses. Such amounts shall be payable within thirty (30)
days of CUSTOMER's receipt of NCI's invoice, which shall mean the
earlier of (a) actual receipt by CUSTOMER of NCI's invoice or (b) five
(5) business days after NCI deposits the invoice in the mail, postage
prepaid. NCI's invoices will include the following back-up materials:
consultant time sheets and expense reports in a mutually agreed upon
format.
Senior Consultant $*** per hour
Junior Consultant $*** per hour
Trainee $*** per hour"
2. CUSTOMER represents and warrants to NCI that it has changed its name from
Endeavor Technologies, Inc. to WebMD, Inc. The parties hereby agree that
all
*** Omitted pursuant to a request for confidential treatment and filed
separately with the Commission.
references to Endeavor Technologies, Inc. or CUSTOMER in the Agreement and
in this Amendment No. 1 shall now be interpreted to include references to
WebMD, Inc.
3. CUSTOMER hereby acknowledges that it has received from NCI a Windows NT
version of NCI's Custom Connect Server software, that use of such software
is for testing purposes only, and that upon CUSTOMER's deployment of the
Solaris version of NCI's Custom Connect Server software, CUSTOMER shall
promptly return the Windows NT version and any copies thereof to NCI.
4. All capitalized terms not defined herein shall have the meanings given them
in the License Agreement. This Amendment No. 1 shall be deemed to be
incorporated into the License Agreement and made a part thereof. All
references to the License Agreement in any other document shall be deemed
to refer to the License Agreement as modified by this Amendment No. 1.
Except as modified by this Amendment No. 1, the License Agreement shall
remain in full force and effect and shall be enforceable in accordance with
its terms. In the event that the terms of this Amendment No. 1 conflict
with the terms of the License Agreement, or its exhibits, as amended, the
terms of this Amendment No. 1 shall be deemed to govern.
5. This Amendment No. 1 may be executed in counterparts, each of which shall
be deemed an original, but all of which shall constitute one and the same
document.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be duly
executed as of the Amendment 1 Effective Date.
"NCI" "CUSTOMER"
Network Computer, Inc. WebMD, Inc.
By: /s/ Xxxxx Xxxx By: /s/ W. Xxxxxxx Xxxxxx
---------------------------- -----------------------------
Print Name: Xxxxx Xxxx Print Name: W. Xxxxxxx Xxxxxx
-------------------- ---------------------
Title: Chief Executive Officer Title: Chief Operating Officer
------------------------- ---------------------------
2
