EXHIBIT 10.11
CONFIDENTIAL TREATMENT HAS BEEN SOUGHT
FOR PORTIONS OF THIS EXHIBIT PURSUANT TO
RULE 406 UNDER THE SECURITIES EXCHANGE
ACT OF 1933, AS AMENDED
AMENDMENT NO. 3 TO THE AGREEMENT
THIS AMENDMENT No. 3 dated as of September 10, 1998 to the Agreement
for Internal Electronic Distribution Services dated April 10, 1997 as amended by
Amendment No. 1 dated March 9, 1998 and Amendment No. 2 dated July 29, 1998 (the
"Agreement"), by and between BANCBOSTON XXXXXXXXX XXXXXXXX INC. (formerly known
as BancBoston Xxxxxxxxx Xxxxxxxx, and prior to that as Xxxxxxxxx Xxxxxxxx &
Company LLC), a Massachusetts corporation with offices at 000 Xxxxxxxxxx Xxxxxx,
00xx Xxxxx, Xxx Xxxxxxxxx, XX 00000 (hereinafter referred to as "Company"), and
MULTEX SYSTEMS, INC., a Delaware corporation with offices at 00 Xxxxxx Xxxx, 0xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter referred to as "Multex"). Multex
and Company shall be referred to herein sometimes as the "Parties".
Unless otherwise defined herein, the terms defined in the Agreement
shall be used herein as therein defined.
WHEREAS, Company has developed a public website currently in operation
known as "xxxxxxxxxxxxxx.xxx" (the "internetstocks Website");
WHEREAS, Multex is in the business of reselling and making available
research prepared by third parties, including First Calls with Financial Models,
Company Reports, Industry Reports, First Fax and Companies Under Coverage;
WHEREAS, Multex seeks to resell and otherwise make available (i)
Research (as defined in the Agreement) and (ii) Additional research (as defined
below), in each case through access to the internetstocks Website; and
WHEREAS, the Parties have agreed to do so on the terms and conditions
set forth herein.
NOW, THEREFORE, it is agreed as follows:
SECTION 1. Amendments to the Agreement.
Pursuant to Section 20 of the Agreement, it is hereby agreed by the
Parties as follows:
A. The Agreement is hereby amended by deleting Section 1A(n) thereto in its
entirety and replacing it with a new Section 1A(n) that shall read as follows:
"(n) For purposes of this Agreement, Research shall mean equity or
debt research prepared by Company, BancBoston Xxxxxxxxx Xxxxxxxx
International Ltd. or the Emerging Markets activities of BankBoston
Corporation consisting of (i) First Calls with Financial Models, (ii)
Company Reports, (iii) Industry Reports; (iv) First Fax: AM and PM
editions; and (v) Companies Under Coverage."
B. The Agreement is hereby further amended by including a new section 1C
thereto that shall read as follows:
"1C. Resales through internetstocks Website
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(a) Company shall provide to Multex access to the internetstocks
Website for the purpose of reselling and otherwise making available (i)
Research and (ii) Additional Research, and Multex shall use its access to
the internetstocks Website solely for such purpose. Such access shall take
the form of allowing Multex to establish a [sub-website] within the
interenetstocks Website (the "Multex Sub-Website").
(b) Multex shall be responsible for developing the Multex Sub-Website
and the Multex Sub-Website shall be solely the responsibility of Multex,
provided that Company may require Multex to include, and Multex agrees to
include, such disclaimers or legends as Company may reasonably request,
including, but not limited to, disclaimers and legends clearly marking that
the Multex Sub-Website is a Multex product/service and is not a
service/product of the Company. In consideration for Multex developing the
Multex Sub-Website, Company agrees to pay Multex a one-time fee of [****]
within 15 days of the Multex Sub-Website going live. Company is currently
considering establishing sister websites to the internetstocks Website,
each with a high technology subject matter (each a "Sister Website"),
including a software stocks website and a semiconductor stocks website.
Company agrees to allow Multex to establish a Multex Sub-Website on each
Sister Website. In consideration for Multex developing the Multex Sub-
Website for such Sister Websites, Company agrees to pay Multex a one-time
fee of [****] within 15 days of each such additional Multex Sub-Website
going live.
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF
1933, AS AMENDED.
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(c) [Include description of Multex labeling within the internetstocks
Website and presentation of Multex Sub-Website.]
(d) In consideration for allowing Multex to establish the Multex Sub-
Website, Multex agrees to pay to Company the following fees:
(i) For resales of Research through the Multex Sub-Website, the fee
(the "Research Resale Fee") shall be [****] of Gross Revenues
(as defined below) received by Multex from such resales; and
(ii) For resales of Additional Research through the Multex Sub-
Website, the fee (the "Additional Research Fee") shall be [****]
of the Gross Revenues received by Multex from such resales.
The Research Resale Fee and the Additional Research Fee shall be paid to Company
within 60 days of receipt by Multex of the corresponding Gross Revenues.
(e) Multex's ability to resell and make available Research pursuant to
this Section 1C shall be subject to the terms and conditions of Section 1A
except as follows: (i) resales of Research through the Multex Sub-Website
shall be subject to the Research Resale Fee and shall not be subject to the
Royalties; (ii) resales of Research through the Multex Sub-Website may be
made to "retail investors."
(f) For purposes of this Agreement, Additional Research shall mean the
following third-party research products: (i) Investment Review; (ii) Stock
Snapshot; (iii) ACE Report; (iv) ACE Pro Report; and (v) Standard & Poors'
research reports.
(g) For purposes of this Agreement, Gross Revenues shall mean the
amounts received by Multex from the resales of Research and Additional
Research.
C. This Agreement is hereby further amended by deleting Section 4(a) thereto in
its entirety and replacing it with a new Section 4(a) that shall read as
follows:
"(a) The term of this Agreement shall run until May 31, 2001.
Thereafter, this Agreement shall automatically renew for successive one-
year periods unless either Multex or Company terminates the Agreement
thirty (30) days prior to the commencement of the renewal period. In
addition, this
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[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF
1933, AS AMENDED.
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Agreement may be terminated in its entirety (or Sections 1, 1A, 1B and/or
1C may be terminated individually) by either Multex or Company at any time
subsequent to May 31, 1999 upon 60 days prior written notice to the non-
terminating party; provided that in the event that Multex terminates this
Agreement in its entirety (or Section 1B individually) for any reason other
than for Company's failure to pay to Multex any fees or charges owed to
Multex under this Agreement within 15 days following notice by Multex of
such non-payment, Multex shall be obligated to pay to Company any Credit
owed to Company under Section 1B hereto. In addition, Company may, at its
sole discretion, terminate Sections 1A and/or 1B of this Agreement at any
time during the Trial Period."
SECTION 2. Reference to and Effect on the Agreement. On and after the
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effective date of this Amendment No. 3, each reference to "this Agreement",
"hereunder", "hereof" or words of like import referring to the Agreement shall
mean and be a reference to the Agreement, as amended by this Amendment No. 3.
The Agreement as amended by this Amendment No. 3, is and shall continue to be in
full force and effect and is hereby in all respects ratified and confirmed.
SECTION 3. Execution in Counterparts. This Amendment No. 3 may be
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executed in any number of counterparts, each of which counterparts shall be
an original and all of which taken together shall constitute one and the same
Amendment No. 3.
SECTION 4. Governing Law. This Amendment No. 3 shall be governed by,
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and construed in accordance with, the laws of the State of California, without
giving effect to such state's principles of conflicts of law.
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 3 as
of the day and year first above written.
BANCBOSTON XXXXXXXXX MULTEX SYSTEMS, INC.
XXXXXXXX INC.
By: /s/ Xxxxxx Xxxxxx By: /s/ X. Xxxxxxxxx
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Name: Xxxxxx Xxxxxx Name: X. Xxxxxxxxx
Title: VP Title: CFO
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