Yahoo! Japan License Agreement [Amendment] - Yahoo! Inc. and Yahoo Japan Corp.
AMENDMENT TO YAHOO! JAPAN LICENSE AGREEMENT
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This AMENDMENT TO YAHOO! JAPAN LICENSE AGREEMENT (the "AMENDMENT AGREEMENT")
is entered into as of this 17th day of September, 1997 by and between:
YAHOO! INC. ("YAHOO"), a California corporation with its principal
offices at 625 Vaqueros Avenue, Sunnyvale, California 94086; and
YAHOO JAPAN CORPORATION, ("YJC"), a Japanese corporation with its
principal offices at 3-42-3, Nihonbashi-Hamcho, Chuo-ku, Tokyo 103 Japan,
with reference to the following:
RECITALS
The following provisions form the basis for, and are hereby made a part
of, this Agreement:
A. Yahoo and YJC have entered into a License Agreement dated April 1,
1996 (the "AGREEMENT") pursuant to which terms Yahoo granted YJC licenses to
certain Yahoo intellectual property rights.
B. Yahoo and YJC now wish to amend certain terms of the Agreement in
connection with a proposed initial public offering of common stock of YJC as
set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and conditions
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby
agree as follows:
1. For purposes of this Amendment Agreement, any capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Agreement.
2. Section 2.1 of the Agreement is deleted and restated in its entirety as
follows:
"2.1 LICENSE GRANT TO YJC. Subject to all of the terms and conditions
of this Agreement, Yahoo hereby grants to YJC the following:
(i) an exclusive right and license to use, reproduce, display, perform,
transmit, distribute, market, promote, and permit YJC Users to use, in
on-line form and in the manner described in this Agreement, Yahoo Japan
solely under a title that indicates the word "Yahoo!" (such as "Yahoo!
Japan");
(ii) a non-exclusive (except as provided in Section 2.7) right to use,
reproduce, display, perform, distribute and transmit the Yahoo Brand Features
in Japan solely as a part of
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the mark "Yahoo! Japan" in full form and solely in connection with
advertising, marketing, and promoting Yahoo Japan;
(iii) an exclusive right to use, reproduce, and display the Yahoo Brand
Features in Japan solely in connection with Related Print Publications;
PROVIDED, HOWEVER, that Yahoo obtains written consent from Ziff-Davis
Publishing Company to grant such rights, which consent Yahoo shall use best
efforts to obtain; and PROVIDED, FURTHER, that YJC shall obtain the prior
written consent of Yahoo to use the Yahoo Brand Features on each such print
material, which consent Yahoo shall not unreasonably withhold;
(iv) a non-exclusive (except as provided in Section 2.7) right and
license to use and reproduce for internal purposes any and all Yahoo-owned
software (in object code and source code forms) associated with the Yahoo
Properties solely to facilitate the exploitation of the Yahoo Properties and
YJC's internal use in furtherance of YJC's rights, as anticipated and
described in this Agreement; and
(v) subject to the terms and limitations set forth in Section 2.3 of
this Agreement, a non-exclusive right (except as provided in Section 2.7) to
make Yahoo Japan Derivative Works, solely for use, incorporation, and
integration in Yahoo Japan and solely as necessary for the Japanese consumer
market in Japan;
(vi) the exclusive worldwide right to develop, create, maintain,
operate, commercially exploit, market, promote and otherwise distribute Yahoo
Japan through any electronic means, subject to the exceptions set forth in
Section 2.7 hereto.
PROVIDED, HOWEVER, that YJC Users' right to access and use the Yahoo
Properties shall be subject to such customary limitations and restrictions on
use and reproduction as Yahoo may impose with respect to the Yahoo
Properties. No rights or licenses are granted by Yahoo to YJC except for
those expressly granted in this Section 2.1."
3. Section 2.7 of the Agreement is deleted and restated in its entirety as
follows:
"2.7 EXCLUSIVITY. XXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
4. Section 9.1 of the Agreement is deleted and restated in its entirety as
follows:
"9.1 TERM. Unless earlier terminated as provided herein or unless
otherwise provided in the Joint Venture Agreement, this Agreement shall be
effective during the period
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(the "TERM") from the date of this Agreement until the sooner of: (i) the
date on which the parties hereto mutually agree to terminate this Agreement;
(ii) the date on which this Agreement is terminated under Section 9.2; (iii)
upon a sale or series of sales of YJC's stock to a competitor or a group of
competitors of Yahoo as determined by Yahoo in its reasonable discretion,
which results in such competitor or a group of competitors having beneficial
ownership of at least XXXXXXXXXXXXXXXX of the total outstanding stock of YJC;
(iv) upon a merger, consolidation or acquisition of YJC, in which transaction
its shareholders do not retain a majority of the voting power in the
surviving corporation, or a purchase of all or substantially all of YJC's
assets (an "ACQUISITION"), provided, however, that any Acquisition which has
occurred with Yahoo's consent shall not result in termination of this
Agreement.
5. This Amendment Agreement shall become effective only upon and after the
effectiveness of the Amendment Agreement to Joint Venture Agreement by and
between Yahoo and SOFTBANK Corporation dated the even date hereof in
accordance with the terms of Section 3 of such Amendment Agreement to Joint
Venture Agreement.
6. Except as expressly provided herein, the Agreement shall remain in full
force and effect.
7. This Amendment Agreement shall be interpreted and construed in
accordance with the laws of the State of California, with the same force and
effect as if fully executed and performed therein, and the laws of the United
States of America. Each of YJC and Yahoo hereby consents and submits to the
personal jurisdiction of the United States and state courts of the State of
California, and expressly agrees that the venue for any action arising under
this Amendment Agreement shall be the appropriate court sitting within the
Northern District of California.
8. This Amendment Agreement may be executed with counterpart signatures,
which may be effectively delivered by telecopy. The miscellaneous provisions
of Article 10 of the Agreement shall apply to this Amendment Agreement.
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FILED SEPARATELY WITH THE COMMISSION.
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IN WITNESS WHEREOF, the parties to this Amendment Agreement by their duly
authorized representatives have executed this Amendment Agreement as of the
date first above written.
YAHOO JAPAN CORPORATION YAHOO! INC.
By: /s/ MASAYOSHI SON By: /s/ TIMOTHY KOOGLE
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Name: Masayoshi Son Name: Timothy Koogle
Title: President & CEO Title: President
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FILED SEPARATELY WITH THE COMMISSION.