License Agreement [Amendment No. 1] - The Wodehouse No. 3 Trust and Ask Jeeves Inc.
AMENDMENT NO. 1 TO JANUARY 1, 2000 AGREEMENT
This Amendment (the "Amendment") is made effective as of May 9, 2003 (the
"Amendment Effective Date") between Ask Jeeves, Inc., a Delaware corporation,
having offices at 5858 Horton Street, Emeryville, California 94608 ("Ask
Jeeves") and The Wodehouse No. 3 Trust, whose address is in care of Peter
Lobbenberg & Co., 74 Chancery Lane, London, England WC2A 1AD (the "Trust").
WHEREAS, Ask Jeeves and the Trust entered into an Agreement with an
Effective Date of January 1, 2000 (as amended by this Agreement or otherwise
from time to time, the "Agreement"), concerning certain rights in the name
"Jeeves."
WHEREAS, The parties wish to revise the amount of certain
consideration payable to the Trust under the Agreement and to revise certain
other provisions in the Agreement.
WHEREAS, The parties are aware of the existence of a company called
[*], which is involved directly and through subsidiary and related companies
(all of which companies are referred to herein collectively as "[*]") in the
manufacture and distribution of business software and [*]; and
WHEREAS, Ask Jeeves has displayed on its website a series of [*]
utilizing the name "Jeeves" under the title [*] (the "[*]");
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Paragraph 19(b) of the Agreement is hereby amended in its
entirety to read as follows:
"b. If this Agreement shall not have been terminated prior to January 1,
2002, a quarterly payment on the first day of each calendar quarter
commencing January 1, 2002 so long as this Agreement is in effect,
as follows:
<TABLE>
<S> <C>
January 1, 2002 $[*]
April 1, 2002 $[*]
July 1, 2002 $[*]
October 1, 2002 $[*]
January 1, 2003 $[*]
April 1, 2003 $[*]
July 1, 2003 $[*]
October 1, 2003 $[*]
January 1, 2004 and thereafter $[*]."
</TABLE>
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[*] Indicates that certain information in this exhibit has been omitted and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.
<PAGE>
2. The parties acknowledge that, as of the Amendment Effective Date,
Ask Jeeves has paid to the Trust consideration in the amount of $[*] for the
quarter commencing April 1, 2003 and agree that Ask Jeeves will pay the
remaining $[*] for that quarter upon execution of this Amendment.
3. Anything in the Agreement to the contrary notwithstanding, the
use, either [*] or [*] to the [*], of the [*] by [*] who [*] in the [*] shall
[*] or its [*] contained in Paragraph [*] of the Agreement.
4. Anything in the Agreement to the contrary notwithstanding, the
use of the [*] by [*] for a period of [*] after the Amendment Effective Date
shall [*] as described in Paragraph [*] of the Agreement; provided, however,
that the foregoing limitation shall not apply to [*] of the [*] in connection
with [*] that occur in the [*] period following the Amendment Effective Date.
5. Without limiting the generality of the provisions of Paragraph 4,
the [*] by [*] of the [*] in connection with its current business as of the
Amendment Effective Date, or the geographic expansion of that business, shall
[*] as described in Paragraph [*] of the Agreement, [*] commences [*] of the
[*].
6. For a period of [*] after the Amendment Effective Date, Ask
Jeeves will [*], pursuant to Paragraph [*] of the Agreement, [*] to [*] under
the Agreement, and if any such [*] is thereafter [*], the standard against which
the alleged circumstances are measured shall be [*]. The provisions of this
Amendment shall in no way be construed to [*] as it, in its sole discretion,
deems necessary to [*] or otherwise [*] with respect to the [*], and the Trust
shall reasonably cooperate with such efforts.
7. Paragraph 20(e)(1) of the Agreement is hereby amended in its
entirety to read as follows:
"(1) An advance guarantee of $[*] payable on the first
business day of the calendar years 2000, 2001, 2002 and 2003, of
which the first two payments have been paid on the date of signing
of this Agreement by release to the Trust of $[*] plus interest
thereon heretofore held in escrow by Kay Collyer & Boose LLP under
agreement dated January 18, 2000, and payment of an additional $[*]
to the Trust by Ask Jeeves. Each payment shall be applied against
and recouped from any of the rights payments referred to in
subparagraph (2) below which become due and payable to the Trust
during the year in which the advance guarantee payment is made,
except that the two payments made on signing hereof shall be applied
against and recouped from any such payments due and payable during
the year 2000 and/or 2001. For the year 2004 and each year
thereafter, Ask Jeeves will pay to the Trust for Non-Exclusive
Rights to the name Jeeves only such consideration as becomes due as
a result of Ask Jeeves'
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[*] Indicates that certain information in this exhibit has been omitted and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.
2
<PAGE>
actual exploitation, if any, of such rights pursuant to
subparagraphs (2), (3) and (4) below. If as of December 31, 2003 Ask
Jeeves shall not have exploited the Non-Exclusive right granted to
it pursuant to Paragraph 20(e) below to use the name Jeeves in any
[*], whether [*] for [*], on [*] or in any other medium as
referenced in Paragraph 20(e)(2) below ("[*]") the Trust shall
thereafter have the right to enter into agreements with third
parties for the exploitation of [*] by reason of whose terms Ask
Jeeves may be precluded from exploiting some or all of the [*]
provided, however, that the Trust shall not take any action or enter
into any agreements with third parties that authorize uses of the
name or character "Jeeves" that could give rise to a likelihood of
confusion with the use of the name, caricature, or character Jeeves
by Ask Jeeves for the purpose of selling, distributing, marketing,
licensing, promoting, advertising or operating the Ask Jeeves sites
or Ask Jeeves Products as provided in the grant of Exclusive Rights
of the Agreement and that nothing in this provision, the Amendment
or the Agreement shall preclude or interfere with the right and
ability of Ask Jeeves to use all [*], including [*], to sell,
distribute, market, license, advertise, promote or operate the Ask
Jeeves sites or Ask Jeeves Products. Before committing to any
exploitation of [*] at any time subsequent to December 31, 2003, Ask
Jeeves shall advise the Trust of its intention to do so and the
Trust shall advise Ask Jeeves of any agreement then in force or then
being actively negotiated regarding the [*] which would preclude or
limit the planned exploitation of [*] by Ask Jeeves. If no such
notice is provided by the Trust within thirty (30) days of receipt
of notice of Ask Jeeves' exploitation intentions, Ask Jeeves shall
be free to proceed with its planned exploitation of the [*] subject
to the Trust's right of approval and the other terms of this
Agreement."
8. The parties acknowledge that the Trust [*], as defined by
Paragraph [*] of the Agreement, and [*] pursuant to Paragraph [*] of the
Agreement, while Ask Jeeves [*] as defined in Paragraph [*] of the Agreement.
Notwithstanding this [*], the parties acknowledge that the Trust has [*] and [*]
the [*] in their form as heretofore presented for display on the Ask Jeeves
website. Nothing herein shall be deemed to constitute or evidence [*] Ask Jeeves
that the [*] or that the Agreement [*].
9. Except as amended by the terms hereof, the Agreement shall remain
in full force and effect.
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[*] Indicates that certain information in this exhibit has been omitted and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.
3
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IN WITNESS WHEREOF, the parties have set their hands and seals as of
the date first above written.
THE WODEHOUSE NO. 3 TRUST
By: /s/
Name: John Peter Lobbenberg
Title: Trustee
ASK JEEVES, INC.
By: /s/
Name: Brett M. Robertson
Title: General Counsel
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[*] Indicates that certain information in this exhibit has been omitted and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.
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