June 25, 2001
Xx. Xxx Xxxxxxxx
xXxxxx.xxx Inc.
0000 Xxxxxxxxx Xxxx
Xxxxx 0
Xxxxxxxxx Xxxxx, XX 00000
Re: Second Amendment to Content License Agreement
---------------------------------------------
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 Content License Agreement entered into between Yahoo and
Licensor dated April 10, 2001 (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 following additional bullet point is hereby added to the bullet points
listed under the "Licensor Content" section of Exhibit A of the Agreement:
. Effective July 1, 2001, Licensor will supply Yahoo with a feed of
text-based men's fitness content ("Men's Fitness Content"), which will
be distributed in Yahoo Health, accessible via the front page of Yahoo
Health and the Weight Loss area of Yahoo Health. Men's Fitness Content
will include, at a minimum, weekly feature articles, daily fitness
tips, sample workouts and a weekly success story.
2. The following additional bullet points are hereby added to the bullet
points listed under the "Additional Terms" section of Exhibit A of the
Agreement:
. Licensor agrees to enter into an Insertion Order on July 1, 2001, for
a [_______________________] media program to run on the Yahoo
Properties over the course of the remainder of the Term. The
advertising terms and conditions are attached hereto as Exhibit B, and
said media program will be subject to the [_______________________]
outlined in Exhibit B-2.
. Notwithstanding anything to the contrary contained herein, the
provisions of this Agreement pertaining to Men's Fitness Content and
Men's Fitness [_________________] may be terminated by (a) Yahoo
effective August 1, 2001, provided that Yahoo provide at least five
(5) business days prior written notice to Licensor, and (b) either
party effective January 1, 2002, provided that the terminating party
provide the other party with at least thirty (30) days prior written
notice. In the event that Yahoo exercises its
right of termination described in clause (a) above, Licensor will pay
Yahoo $[________] for [____________________________]through August 1,
2001, and Yahoo will pay Licensor a prorated refund equal to
$[_________]by no later than September 1, 2001. Licensor will not be
entitled to any refund of any monies paid hereunder if Yahoo has not
exercised its right of termination effective August 1, 2001. During
any notice period, the parties agree to discuss in good faith the
possibility of amending the Agreement in lieu of termination upon
mutually agreed upon terms and conditions.
3. All references to Exhibit B-1 contained in Exhibit B to the Agreement are
hereby amended to read "Exhibit B-1 and Exhibit B-2."
4. All references to Insertion Order contained in Exhibit B to the Agreement
are hereby amended to read "Insertion Orders."
5. All references to [_________________] contained in the Agreement and
Exhibit B to the Agreement are hereby amended to read "[_________________]
and Men's Fitness [_________________]."
6. The parties agree to amend the Agreement to include the attached Exhibit
B-2 and Insertion Order (in addition to the existing Insertion Order) in
their entirety.
7. 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 Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
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Title: VP/GM, Media
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Date: July 2, 2001
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AGREED AND ACCEPTED
THIS 2nd DAY OF JULY, 2001, BY:
---
XXXXXX.XXX INC.
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
------------------------------
Title: EVP
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Date: July 2, 2001
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2
EXHIBIT B-2
AD UNIT MEASUREMENTS AND COMPENSATION RELATING TO MEN'S FITNESS CONTENT
1. Men's Fitness Registrations.
a. [_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_________________________]
b. Men's Fitness [________________]: If the [_______________________] of
Men's Fitness [_______________] is not met on or before the specific
date set forth in the payment schedule below, a [__________________] in
the payment shall be made and such [__________________] will be delayed
until said [__________________] is fulfilled. If the
[__________________] of Men's Fitness Registrations is exceeded on or
before the specific date set forth below, Advertiser will pay Yahoo the
[_____________________________] set forth below for
[______________________________] over the [__________________]of
[_______________________________]. Advertiser will pay Yahoo a fee equal
to (i) $[________] for each of the first [____________________________]
delivered by Yahoo during the initial Term, (ii) $[________]for each of
the next [______________________________] delivered by Yahoo during the
initial Term and (iii) $[_________]for each [__________________] in
excess of [_________] delivered by Yahoo during the initial Term.
3
Payment Schedule commencing July 1, 2001:
. September 30, 2001 - [_______________________________] at a price of
$[___________________________]. Advertiser will pay to Yahoo a fee
equal to $[__________].
. December 31, 2001 - [___________________________] at a price of
$[___________________________]. Advertiser will pay Yahoo a fee equal
to $[__________].
. April 3, 2002 - [______________________________] at a price of
$[____________________________]. Advertiser will pay Yahoo a fee
equal to $[____________].
2. Compensation. In addition to the fees described above, Advertiser will
pay Yahoo a fee equal to $[__________]on July 1, 2001 as a set up,
design and implementation fee for the Ad Units relating to Men's Fitness
Content for the period from July 1, 2001 through December 31, 2001. If
the Agreement is still in effect with respect to Men's Fitness Content
on January 1, 2002, Advertiser will pay Yahoo an additional consultation
and placement fee equal to $[_________] for the remainder of the Term.
2
