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Full Doc	2008	Content License Agreement Content License Agreement (34K) Doc #3333376: This document is immediately available for purchase, but does not have a preview available for viewing. 3333376	Digi Digicorp
Full Doc	2007	Content License Agreement Content License Agreement (19K) Doc #2705949: This document is immediately available for purchase, but does not have a preview available for viewing. 2705949	Xinhua Finance Media Xinhua Finance Media Ltd
Full Doc	2005	Content License Agreement Content License Agreement (15K) Doc #1561786: This document is immediately available for purchase, but does not have a preview available for viewing. 1561786	Webmd Health Webmd Health Corp.
Preview Full Doc	2001	Content License Agreement Content License Agreement (18K) Doc #142397: Click preview link for longer preview. Yahoo! Inc. CONTENT LICENSE AGREEMENT THIS CONTENT LICENSE AGREEMENT (the "Agreement") is made as of this 11^th day of December, 2000(the "Effective Date") between YAHOO!, INC., ,a Delaware corporation, with offices at 3420 Central Expressway, Santa Clara, CA 95051, ("YAHOO") and DIT Ventures, Inc., ("Licensor"), a Michigan corporation, with offices at 9420 Telstar Ave, Suite 211, El Monte, CA 91731. In consideration of the mutual promises contained herein, the parties agree as follows: SECTION 1: DEFINITIONS. Unless otherwise specified, capitalized terms used in this Agreement shall have the meanings attributed to them in Exhibit A hereto. SECTION 2: GRANT OF LICENSES; PAYMENTS 2.1 Grant of Licenses. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Yahoo, under Licensor's Intellectual Property Rights: (a) A non-exclusive, worldwide license to use, modify, reproduce, distribute, display and transmit the Licensor Content in electronic form in connection with Yahoo Properties via the Internet or any Wireless Device (including, without limitation, transmitting the Licensor Content in either the traditional Chinese (Big 5 code) or the simplified Chinese (GB code) format), and to permit users of the Yahoo Properties to download and print the Licensor Content for personal use. Yahoo's license to modify the Licensor content shall be limited to modifying the Licensor Content to fit the format and look and feel of the Yahoo Properties. (b) A non-exclusive, worldwide, fully paid license to use, reproduce and display the Licensor's Brand Features: (i) in connection with the presentation of the Licensor Content on the Content Pages in the Yahoo Properties; and (ii) in connection with the marketing and promotion of the Yahoo Properties. 142397	Yahoo! Yahoo! Inc. ( Computer Services ) As referenced in this Content License Agreement: Yahoo! Inc. – Ethan Frome EX-10.11 22 yahoo.htm YAHOO AGREEMENT Yahoo! Inc. CONTENT LICENSE AGREEMENT THIS CONTENT LICENSE AGREEMENT (the "Agreement") is made as of this 11th day of December, 2000(the "Effective Date") _____________ YAHOO!, INC. – CONTENT LICENSE AGREEMENT THIS CONTENT LICENSE AGREEMENT (the "Agreement") is made as of this 11th day of December, 2000(the "Effective Date") between YAHOO!, INC. , ,a Delaware corporation, with offices at 3420 Central Expressway, Santa Clara, CA 95051, ("YAHOO") and DIT Ventures, Inc., ("Licensor"), a Michigan corporation, _____________ @yahoo-inc. – to Yahoo at 3420 Central Expressway, Santa Clara, CA 95051, Fax: (408) 731-3400 Attention: President and Chief Operating Officer (e-mail: jmallett@yahoo-inc. com), with a copy to its General Counsel and Vice President (e-mail: jplace@yahoo-inc.com), and if to Licensor at the _____________ @yahoo-inc. – and Chief Operating Officer (e-mail: jmallett@yahoo-inc.com), with a copy to its General Counsel and Vice President (e-mail: jplace@yahoo-inc. com), and if to Licensor at the physical and electronic mail addresses set forth on the signature page of this Agreement, or to _____________ YAHOO! INC. – WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above. YAHOO! INC. LICENSOR By: By: Heather Killen Kenneth Yeh Title: V.P. International Title: CEO _____________ Address: 9420 Telstar Ave, Suite 211 El Monte, _____________ dt 193542 ;	Media888 Inc.
Preview Full Doc	2001	Content License Agreement Content License Agreement (19K) Doc #142404: Click preview link for longer preview. DIT Ventures, Inc. CONTENT LICENSE AGREEMENT THIS CONTENT LICENSE AGREEMENT (the "Agreement") is made as of this 31st day of January, 2001 (the "Effective Date") between DIT VENTURES, INC, a Michigan corporation, with offices at 9420 Telstar Ave, El Monte, CA 91731, ("DIT") and Momentum Internet Corp., ("Licensor"), a California corporation, with offices at 31035 Genstar Rd., Hayward, CA 94544, whose parent company, Momentum Holding, Inc., a Cayman Islands corporation, with office at Genesis Building 5F, P.O. Box 448GT, Grand Cayman, Cayman Islands. In consideration of the mutual promises contained herein, the parties agree as follows: SECTION 1: DEFINITIONS. Unless otherwise specified, capitalized terms used in this Agreement shall have the meanings attributed to them in Exhibit A hereto. SECTION 2: GRANT OF LICENSES; PAYMENTS 2.1 Grant of Licenses. Subject to the terms and conditions of this Agreement, Licensor hereby grants to DIT, under Licensor's Intellectual Property Rights: (a) A non-exclusive, worldwide license to use, modify, distribute, display and transmit the Licensor Content in electronic form in connection with DIT Internet Properties via the Internet or any Wireless Device and to permit users of the DIT Properties to download and print the Licensor Content for personal use. DIT's license to modify the Licensor content shall be limited to modifying the Licensor Content to fit the format and look and feel of the DIT Internet Properties. (b) A non-exclusive, worldwide, fully paid license to use and display the Licensor's Brand Features: (i) in connection with the presentation of the Licensor Content on the Content Pages in the DIT Properties; and (ii) in connection with the marketing and promotion of the DIT Properties. (c) DIT shall be entitled to sublicense the rights set forth in this Section 2.1: (i) to its Affiliates only for inclusion in DIT Properties; and (ii) in connection with any mirror site or derivative site. (d) Not limiting any other rights provided to DIT pursuant to this Agreement, DIT shall have the right, at its sole discretion, to display Teaser Content on pages that link to pages containing Licensor Content. 142404	DIT Ventures, Inc.; Momentum Internet Corp.;	Media888 Inc.
Preview Full Doc	2001	Content License Agreement Content License Agreement (78K) Doc #142406: Click preview link for longer preview. CONTENT LICENSE AGREEMENT THIS CONTENT LICENSE AGREEMENT (this "Agreement") is entered into and is effective as of the Effective Date set forth on Exhibit A attached hereto --------- between Yahoo! Inc., a Delaware corporation with offices at 3420 Central Expressway, Santa Clara, CA 95051 ("Yahoo"), and eDiets.com Inc., a Delaware corporation with offices located at 3467 Hillsboro Blvd. Suite 2, Deerfield Beach, FL 33442 ("Licensor"). The parties agree as follows: SECTION 1: DEFINITIONS ---------------------- 1.1 Definitions. Unless otherwise specified, capitalized terms used in this ----------- Agreement, Exhibit A and its respective Schedules will have the following --------- meanings: "Affiliate" means any company or other entity worldwide, including without limitation corporations, partnerships, joint ventures, and limited liability companies, in which Yahoo directly or indirectly holds at least a 20% ownership, equity, or financial interest. "Co-Branded Pages" means those pages hosted by Yahoo, co-branded with the Yahoo Brand Features and the Licensor Brand Features where the Licensor content is the sole substantive content. "Enhancements" means any and all derivative works, improvements or modifications made to or created from the Licensor Content by Licensor. "Intellectual Property Rights" means any and all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic. "Internet" means the worldwide collection of computers, networks, infrastructure, connections and devices, whether now known or later developed, that can access, connect to, communicate with, or transfer data to, from, through or by way of the worldwide collection of networks (including without limitation telephone, wireless and third party networks) that is commonly referred to as the "Internet." "Licensor Brand Features" means all trademarks, service marks, logos and other distinctive brand features of Licensor that are used in or relate to the Licensor Content as listed and described in Exhibit A under the heading "Brand --------- Features--Licensor Brand Features." "Licensor Content" means, collectively, all of the content and updates, software, and methods and functionality related to such content, provided or made available to Yahoo or its Affiliates by Licensor pursuant to this Agreement, and as further described and specified in Exhibit A under the heading --------- "Licensor Content--General Description." The term "Licensor Content" includes without limitation any and all audio and audiovisual materials, data, images, files, hypertext links, scripts and Enhancements provided or made available to Yahoo or its Affiliates pursuant to this Agreement, and all Teaser Content. "Licensor Restricted Companies" means [__________]. "Licensor Site" means the Licensor Internet site that is currently located at http://www.eDiets.com and any other Licensor-branded Internet site mutually --------------------- agreed upon by the parties. The term "Licensor Site" includes any and all additional, substitution, mirror, derivative, or successor sites or URLs at which the site may be located during the Term of this Agreement. "Teaser Content" means any portion of the Licensor Content that (a) is streamed from or reproduced on or within the Yahoo Properties; (b) consists of a small excerpt of the Licensor Content (e.g., a headline, thumbnail photograph, audiovisual clip or summary) which does not change the meaning of the Licensor Content; and (c) is directly associated, connected or linked to the Licensor Content from which that Teaser Content was derived or links directly to a page location on the Licensor Site. "User" means any individual or entity that uses any Yahoo Property for his, her, or its own personal or business purposes. "Yahoo Brand Features" means the trademarks, service marks, logos and other distinctive brand features of Yahoo and its Affiliates that are used in or relate to the Yahoo Properties as listed and described in Exhibit A under the --------- heading "Brand Features--Yahoo Brand Features." "Yahoo Restricted Companies" means, collectively: (a) the entities listed in Exhibit A under the heading "Additional Restricted Companies" as that list may --------- be revised by Yahoo from time to time, including all of the listed entities' parent or controlling companies, successors in interest, subsidiaries, affiliates, acquisitions, and acquirers during the Term; and (b) 142406	eDiets.com eDiets.com Inc. ( Personal Services ) As referenced in this Content License Agreement: eDiets.com Inc – on Exhibit A attached hereto --------- between Yahoo! Inc., a Delaware corporation with offices at 3420 Central Expressway, Santa Clara, CA 95051 ("Yahoo"), and eDiets.com Inc ., a Delaware corporation with offices located at 3467 Hillsboro Blvd. Suite 2, Deerfield Beach, FL 33442 ("Licensor"). The parties agree as follows: _____________ EDIETS.COM INC – parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above. YAHOO! INC. LICENSOR: EDIETS.COM INC . --------------- By: /s/ Matthews G. Rightmore By: /s/ Ronald Caporale ---------------------------------- --------------------------------- Name: Matthews G. Rightmore Name: Ronald Caporale -------------------------------- ------------------------------- Title: VP/6M, Media Title: EVP _____________ eDiets.com Inc – 4/01 -------------------------------- ------------------------------- CLAST-6 [LOGO] 3420 Central Expressway, Santa Clara, California 95051 {PAGE} EXHIBIT A BRAND FEATURES ------------------------------------------------------------------ LICENSOR BRAND FEATURES YAHOO! BRAND FEATURES ------------------------------------------------------------------ eDiets.com Inc . "Yahoo!" in text eDiets.com Inc.-related logos "Yahoo!" in stylized logo format ------------------------------------------------------------------ {TABLE} {CAPTION} LICENSOR CONTENT {S} {C} {C} {C} ------------------------------------------------------------------------------------------------------------------------------- INITIAL _____________ eDiets.com Inc – Central Expressway, Santa Clara, California 95051 {PAGE} EXHIBIT A BRAND FEATURES ------------------------------------------------------------------ LICENSOR BRAND FEATURES YAHOO! BRAND FEATURES ------------------------------------------------------------------ eDiets.com Inc. "Yahoo!" in text eDiets.com Inc .-related logos "Yahoo!" in stylized logo format ------------------------------------------------------------------ {TABLE} {CAPTION} LICENSOR CONTENT {S} {C} {C} {C} ------------------------------------------------------------------------------------------------------------------------------- INITIAL DELIVERY As mutually UPDATE [_] Daily [ _____________ EDIETS.COM INC – executed by the duly authorized representatives of the parties, and are effective as of the date of the Insertion Order. YAHOO! INC. ADVERTISER: EDIETS.COM INC . --------------- By: /s/ By: /s/ -------------------------------- ------------------------------ Name: Elizabeth Maisand-Wilder Name: Ronald Caporale ------------------------------ ---------------------------- Title: Director Title: EVP Business Development ----------------------------- --------------------------- Attn: Director Attn: EVP Business _____________ dt 309560 ;	Yahoo! Yahoo! Inc. ( Computer Services ) As referenced in this Content License Agreement: Yahoo! Inc. – LICENSE AGREEMENT (this "Agreement") is entered into and is effective as of the Effective Date set forth on Exhibit A attached hereto --------- between Yahoo! Inc. , a Delaware corporation with offices at 3420 Central Expressway, Santa Clara, CA 95051 ("Yahoo"), and eDiets.com Inc., a Delaware corporation with _____________ Yahoo (inc – a Confidential Treatment Request. CLAST-1 [LOGO] 3420 Central Expressway, Santa Clara, California 95051 {PAGE} general navigational guides or online services similar to Yahoo (inc luding, but not limited to, those services operated by [_________________________________________________________________________] and their respective successors in interest). "Yahoo Property" or "Yahoo Properties" means any _____________ YAHOO! INC. – WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above. YAHOO! INC. LICENSOR: EDIETS.COM INC. --------------- By: /s/ Matthews G. Rightmore By: /s/ Ronald Caporale ---------------------------------- --------------------------------- Name: Matthews G. Rightmore Name: Ronald Caporale -------------------------------- ------------------------------- Title: VP/ _____________ Yahoo! Inc. – Central Expressway, Santa Clara, California 95051 {PAGE} EXHIBIT B STANDARD TERMS AND CONDITIONS FOR ADVERTISING AND PROMOTION PROGRAMS Thank you for advertising with Yahoo! Inc. ("Yahoo")! The following terms and conditions (the "Standard Terms") together with the insertion order to which these Standard Terms are attached (the " _____________ Yahoo (inc – limitation, the Ad Units, contain graphic or textual hyperlinks, promotion or advertising banners relating to general navigational guides or online services similar to Yahoo (inc luding, but not limited to, those services operated by [______________________________________________________________________________] and their respective successors). This restriction does not apply in the case of _____________ dt 193543
Preview Full Doc	2001	Content License Agreement Content License Agreement (17K) Doc #142418: Click preview link for longer preview. CONTENT LICENSE AGREEMENT THIS AGREEMENT is made and entered into as of this 26th day of July, 2000 (the "Effective Date") by and between PETSVETSANDYOU.COM, INC., a Florida corporation ("Licensee"), and Ron Whitford ("Author"), (Licensee and Author are sometimes collectively referred to herein as the "parties"). WHEREAS, Licensee wishes to display certain works both currently existing and to be authored by Author (the "Works") on the Licensee's site on the World Wide Web portion of the Internet (the "Site"); and WHEREAS, Author owns or controls certain rights with respect to the Works and wishes to grant to Licensee an exclusive, perpetual, irrevocable, world-wide license of those rights on the terms and conditions hereof; NOW, THEREFORE, for good and valuable consideration by each party to the other, the receipt and sufficiency of which is hereby acknowledged, Licensee and Author, intending to be legally bound hereby, agree as follows: 1. GRANT OF LICENSE. Author hereby grants to Licensee in perpetuity an exclusive, world-wide, irrevocable and perpetual right and license (the "License) to: (i) adapt, modify and alter the Works or otherwise create derivative works based upon the Works (the "Derivative Works") (the Derivative Works and the Works collectively referred to herein as the "Materials"); (ii) reproduce the Materials in digital form of display on the Site (alone or in combination with other works, including, but not limited to, text, data, images, photographs, illustrations, animation, graphics, video or audio segments, and the hypertext links); and (iii) reproduce, transmit, communicate, display or distribute the Materials, on or as part of the Site, by means of any technology, whether now known or hereafter to become known. Notwithstanding the exclusivity of the license granted hereunder, Author shall have the right to use the Materials to her own benefit in other media, such as newspapers and periodicals so long as such use is not deemed by Licensee, in its reasonable discretion, to be competitive with Licensee's business. This Licensee is hereby granted and intended to extend all Works supplied by Author to Licensee, whether delivered under Section 3 or at anytime during the Term. The License shall, with respect to all Materials (including and portions thereof), survive any termination or expiration of this Agreement and the Licensee shall be entitled to continue to have all rights with respect to the Materials set forth herein with respect to such Materials in perpetuity. Licensee shall be responsible for and have sole discretion with respect to the use and display of the Materials (including selection, arrangement, format of content, and the "look and feel"), and notwithstanding any provision in this Agreement to the contrary, Licensee shall not be required to publish or other use any of the Materials. The initial Works delivered by Author to Licensee and subject to the License are set forth on APPENDIX A hereto. Author hereby agrees that upon request by the Licensee from time to time, whether during or after the term of this Agreement (including any extensions), Author shall execute such licenses, assignments and other agreements and instruments and take such other actions as are directed by the Licensee to ratify, reaffirm, protect, clarify, substantiate or further evidence its rights with regard to any such Materials and Works. This License shall be non-transferable by Licensee and Licensee shall have no right to assign or sublicense any of its rights hereunder, except to affiliates of Licensee. 2. PROMOTIONAL USE. Author hereby grants to Licensee the right to advertise and promote the Materials on the Site, by whatever method and in whatever media Licensee deems appropriate: (i) using references to and excerpts from the Materials; and (ii) using Author's name, biographical information, likeness, pseudonym and/or image in connection with authorized uses of the Materials. Licensee shall also have the sole right to sell advertising in conjunction with the use of the Materials. 142418	Ron Whitford;	PetsVetsAndYou.com Inc.
Preview Full Doc	2001	Content License Agreement Content License Agreement (18K) Doc #142419: Click preview link for longer preview. CONTENT LICENSE AGREEMENT THIS AGREEMENT is made and entered into as of this 1st, day of July, 2000 (the "Effective Date") by and between PETSVETSANDYOU.COM, INC., a Florida corporation ("Licensee"), and Dr. Nan Boss ("Author"), (Licensee and Author are sometimes collectively referred to herein as the "parties"). WHEREAS, Licensee wishes to display certain works both currently existing and to be authored by Author (the "Works") on the Licensee's site on the World Wide Web portion of the Internet (the "Site"); and WHEREAS, Author owns or controls certain rights with respect to the Works and wishes to grant to Licensee an exclusive, perpetual, irrevocable, world-wide license of those rights on the terms and conditions hereof; NOW, THEREFORE, for good and valuable consideration by each party to the other, the receipt and sufficiency of which is hereby acknowledged, Licensee and Author, intending to be legally bound hereby, agree as follows: 1. GRANT OF LICENSE. Author hereby grants to Licensee in perpetuity an exclusive, world-wide, irrevocable and perpetual right and license (the "License) to: (i) adapt, modify and alter the Works or otherwise create derivative works based upon the Works (the "Derivative Works") (the Derivative Works and the Works collectively referred to herein as the "Materials"); (ii) reproduce the Materials in digital form of display on the Site (alone or in combination with other works, including, but not limited to, text, data, images, photographs, illustrations, animation, graphics, video or audio segments, and the hypertext links); and (iii) reproduce, transmit, communicate, display or distribute the Materials, on or as part of the Site, by means of any technology, whether now known or hereafter to become known. Notwithstanding the exclusivity of the license granted hereunder, Author shall have the right to use the Materials to her own benefit in other media, such as newspapers and periodicals so long as such use is not deemed by Licensee, in its reasonable discretion, to be competitive with Licensee's business. This Licensee is hereby granted and intended to extend all Works supplied by Author to Licensee, whether delivered under Section 3 or at anytime during the Term. The License shall, with respect to all Materials (including and portions thereof), survive any termination or expiration of this Agreement and the Licensee shall be entitled to continue to have all rights with respect to the Materials set forth herein with respect to such Materials in perpetuity. Licensee shall be responsible for and have sole discretion with respect to the use and display of the Materials (including selection, arrangement, format of content, and the "look and feel"), and notwithstanding any provision in this Agreement to the contrary, Licensee shall not be required to publish or other use any of the Materials. The initial Works delivered by Author to Licensee and subject to the License are set forth on APPENDIX A hereto. Author hereby agrees that upon request by the Licensee from time to time, whether during or after the term of this Agreement (including any extensions), Author shall execute such licenses, assignments and other agreements and instruments and take such other actions as are directed by the Licensee to ratify, reaffirm, protect, clarify, substantiate or further evidence its rights with regard to any such Materials and Works. This License shall be non-transferrable by Licensee and Licensee shall have no right to assign or sublicense any of its rights hereunder, except to affiliates of Licensee. 2. PROMOTIONAL USE. Author hereby grants to Licensee the right to advertise and promote the Materials on the Site, by whatever method and in whatever media Licensee deems appropriate: (i) using references to and excerpts from the Materials; and (ii) using Author's name, biographical 142419	Nan Boss;	PetsVetsAndYou.com Inc.
Full Doc	2001	Content License Agreement Content License Agreement (78K) Doc #823637: This document is immediately available for purchase, but does not have a preview available for viewing. 823637	eDiets.com eDiets.com Inc. ( Personal Services )
Full Doc	2001	Content License Agreement Content License Agreement (19K) Doc #1523061: This document is immediately available for purchase, but does not have a preview available for viewing. 1523061	Media888 Media888 Inc
Full Doc	2001	Content License Agreement Content License Agreement (19K) Doc #1523064: This document is immediately available for purchase, but does not have a preview available for viewing. 1523064	Media888 Media888 Inc
Full Doc	2001	Content License Agreement Content License Agreement (19K) Doc #1523089: This document is immediately available for purchase, but does not have a preview available for viewing. 1523089	Media888 Media888 Inc
Full Doc	2001	Content License Agreement Content License Agreement (19K) Doc #1523094: This document is immediately available for purchase, but does not have a preview available for viewing. 1523094	Media888 Media888 Inc
Full Doc	2001	Content License Agreement Content License Agreement (19K) Doc #1523119: This document is immediately available for purchase, but does not have a preview available for viewing. 1523119	Media888 Media888 Inc
Full Doc	2001	Content License Agreement Content License Agreement (19K) Doc #1523122: This document is immediately available for purchase, but does not have a preview available for viewing. 1523122	Media888 Media888 Inc
Preview Full Doc	2001	Content License Agreement Content License Agreement (17K) Doc #1551761: Click preview link for longer preview. CONTENT LICENSE AGREEMENT THIS AGREEMENT is made and entered into as of this 26th day of July, 2000 (the "Effective Date") by and between PETSVETSANDYOU.COM, INC., a Florida corporation ("Licensee"), and Ron Whitford ("Author"), (Licensee and Author are sometimes collectively referred to herein as the "parties"). WHEREAS, Licensee wishes to display certain works both currently existing and to be authored by Author (the "Works") on the Licensee's site on the World Wide Web portion of the . . . 1551761	Petsvetsandyou com Petsvetsandyou com Inc
Preview Full Doc	2001	Content License Agreement Content License Agreement (18K) Doc #1551762: Click preview link for longer preview. CONTENT LICENSE AGREEMENT THIS AGREEMENT is made and entered into as of this 1st, day of July, 2000 (the "Effective Date") by and between PETSVETSANDYOU.COM, INC., a Florida corporation ("Licensee"), and Dr. Nan Boss ("Author"), (Licensee and Author are sometimes collectively referred to herein as the "parties"). WHEREAS, Licensee wishes to display certain works both currently existing and to be authored by Author (the "Works") on the Licensee's site on the World Wide Web portion of the . . . 1551762	Petsvetsandyou com Petsvetsandyou com Inc
Preview Full Doc	2000	Content License Agreement Content License Agreement (28K) Doc #142426: Click preview link for longer preview. CONTENT LICENSE AGREEMENT BETWEEN INTEGRATIVE MEDICINE COMMUNICATIONS, INC. AND THEHEALTHCHANNEL.COM DATED MARCH 24, 2000 {PAGE} CONTENT LICENSE AGREEMENT THIS AGREEMENT (this "Agreement") is made and entered into as of this 24th day of March, 2000 (the "Effective Date") by and between Integrative Medicine Communications, Inc., a Massachusetts corporation with its principal place of business at 1029 Chestnut Street, Newton, Massachusetts, 02464 ("IMC"), and thehealthchannel.com, a Delaware Corporation with its principal place of business at 3101 West Coast Highway, Suite 175, Newport Beach, CA 92663 ("Host"). (IMC and Host are hereinafter sometimes referred to individually as a "Party" and collectively as the "Parties.") WHEREAS, Host [is building and will maintain] [maintains] a website on the World Wide Web with an address of http://www.thehealthchannel.com (the "Website"), on which it posts third-party content; and WHEREAS, Host wishes from time to time to post on the Website certain proprietary content owned or licensed by IMC, as more particularly described on Exhibit A hereto (the "Content"). NOW, THEREFORE, in consideration of the mutual promises and in accordance with the terms and conditions hereinafter set forth, the Parties agree as follows: 1. GRANT OF LICENSE 1.1 Upon the terms and subject to the conditions and restrictions set forth herein, IMC hereby grants to Host the non-exclusive, non-assignable, non-transferable right and license to reproduce and display ("Post") Content as follows: (i) Host may Post Consumer Content (as defined in Exhibit A) on the Website beginning the effective date of this agreement; and (ii) Host may Post Professional Content (as defined in Exhibit A) beginning ninety days after the effective date of this agreement. 1.2 Visitors to or users of the Website ("Users") must be required to register and obtain an access code to utilize the Professional Content as defined in Exhibit A. 1.3 The grant of these licenses shall not be construed to grant any greater proprietary or other right in the Content than expressly set forth in Section 1.1. 2. PAYMENTS 2.1 As consideration for the rights and license granted to Host hereunder for the Consumer Content, Host shall pay IMC an annual license fee equal to $80,000 payable in monthly increments of $6,667. The first payment is due upon execution of this agreement. Subsequent payments shall be due on the first day of each subsequent month. 2.2 In addition, as consideration for the rights and license granted to Host hereunder for the Professional Content, the annualized license fee shall be increased to $120,000 with monthly payments increasing to 142426	Horwitz & Beam Horwitz & Beam As referenced in this Content License Agreement: Horwitz & Beam – 3101 West Coast Highway, Suite 175 Newport Beach, CA 92663 Attn: Richard Wolpow, VP, Business Development Fax: (949) 645-9728 {PAGE} COPY TO: Horwitz & Beam The Venture Plaza Suite 350 Irvine, CA 92618 Attn: Lynn Bolduc Fax: (949) 453 9416 11.11 GOVERNING LAW. This Agreement shall _____________ dt 185453 ; thehealthchannel thehealthchannel.com Inc. ( Computer Services ) As referenced in this Content License Agreement: THEHEALTHCHANNEL.COM, INC. – or agent to execute the Agreement to be effective as of the Effective Date set forth in the opening paragraph of this Agreement. {TABLE} {S} {C} INTEGRATIVE MEDICINE COMMUNICATIONS, INC. THEHEALTHCHANNEL.COM, INC. By: /s/ Ronald J. Turcotte By: /s/ Richard A. Wolpow ----------------------------------- ----------------------------------- Signature Signature of Authorized Officer Richard A. Wolpow Ronald J. Turcotte Vice President, Business Development Director, Electronic Products {/TABLE} { _____________ dt 1320995 ;	Integrative Medicine Communications, Inc.
Preview Full Doc	2000	Content License Agreement Content License Agreement (34K) Doc #142427: Click preview link for longer preview. YAHOO! INC. / GHS, INC. CONTENT LICENSE AGREEMENT THIS CONTENT LICENSE AGREEMENT (the "AGREEMENT") is made as of this 6th day of December, 1999 (the "EFFECTIVE DATE") between YAHOO!, INC., a Delaware corporation, with offices at 3400 Central Expressway, Suite 201, Santa Clara, CA 95051, ("YAHOO") and GHS, Inc., ("LICENSOR"), a Delaware corporation, with offices at 75 Ninth Avenue, 3R, New York, NY 10011. In consideration of the mutual promises contained herein, the parties agree as follows: SECTION 1: DEFINITIONS. Unless otherwise specified, capitalized terms used in this Agreement shall have the meanings attributed to them in EXHIBIT A hereto. SECTION 2: GRANT OF LICENSES. 2.1 GRANT OF LICENSES. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Yahoo, under Licensor's Intellectual Property Rights: (a) A non-exclusive, worldwide license to use, modify, reproduce, distribute, display and transmit the Licensor Content in electronic form via the Internet and third party networks (including, without limitation, telephone and wireless networks) in connection with Yahoo Properties, and to permit users of the Yahoo Properties to download and print the Licensor Content. Yahoo's license to modify the Licensor content shall be limited to modifying the Licensor Content to fit the format and look and feel of the Yahoo Property. Licensor may provide Yahoo with written notice of Licensor's objection, for any reasonable cause, to Yahoo's display of the Licensor Content to any Yahoo Property excluding "My Yahoo!" (defined below) and the Content Pages, unless Licensor has consented to such display in writing. Upon receipt of such notice, Yahoo will cease such display within a reasonable period of time. (b) A non-exclusive, worldwide, fully paid license to use, reproduce and display the Licensor's Brand Features; (i) in connection with the presentation of the Licensor Content on the Content Pages in the Yahoo Properties; and (ii) in connection with the marketing and promotion of the Yahoo Properties; provided that prior to Yahoo's use of the Licensor's Brand Feature "Anthony Robbins" in such marketing and promotion, Yahoo obtains the prior written approval of Licensor. {PAGE} (c) Yahoo shall be entitled to sublicense the rights set forth in this Section 2.1 (1) to its Affiliates only for inclusion in Yahoo Properties, and (2) in connection with any mirror site, derivative site, or distribution arrangement concerning a Yahoo Property. 2.2 PAYMENTS (a) In consideration of Yahoo's implementation and placement of the Licensor Content within the Yahoo Property commonly known as "My Yahoo!", or any successor startup/configuration web page within the Yahoo Properties ("My Yahoo!"), as described herein, Licensor will pay, or cause to be paid, to Yahoo a total fee equal to One Million Five Hundred Thousand Dollars ($1,500,000), as follows: (i) a non-refundable set up fee of Two Hundred and Fifty Thousand Dollars ($250,000) payable upon execution of this Agreement; and (ii) four payments of Three Hundred and Twelve Thousand Five Hundred Dollars ($312,500) payable on the following dates: January 1, 2000, April 1, 2000, July 1, 2000, and October 1, 2000. Licensor acknowledges and agrees that the payments due pursuant to Section 2.2 are in consideration only for the implementation and placement of the Licensor Content within My Yahoo! and on the Content Pages as expressly described herein for the Initial Term. Licensor further acknowledges and agrees that additional payments, as mutually agreed, may be required to implement and place the Licensor content in other Yahoo Properties or within My Yahoo! and on the Content Pages beyond the Initial Term. In the event that Yahoo unilaterally elects to display the Licensor Content on other Yahoo Properties, no additional payments will be payable. (c) PAYMENT INFORMATION. All payments herein are non-refundable and non-creditable (except as provided in Section 2.2(d)) and shall be made by Licensor via check made payable to: Yahoo Incorporated Attn: [*] 2700 San Tomas Expressway Santa Clara, CA 95051 Any portion of the above payments which has not been paid on the dates set forth above shall bear interest at the lesser of (i) one percent (1%) per month or (ii) the maximum amount allowed by law. Notwithstanding the forgoing, any failure by Licensor to make the payments specified in Section 2.2 on the dates set forth therein shall constitute a material breach of this Agreement. 142427	Yahoo! Yahoo! Inc. ( Computer Services ) As referenced in this Content License Agreement: YAHOO! INC. – 10.17 Confidential Treatment has been granted for certain provisions of this exhibit. Omitted portions have been filed separately with the Commission. FINAL YAHOO! INC.* / GHS, INC. CONTENT LICENSE AGREEMENT THIS CONTENT LICENSE AGREEMENT (the "AGREEMENT") is made as of this 6th day of December, 1999 (the " _____________ YAHOO!, INC. – CONTENT LICENSE AGREEMENT THIS CONTENT LICENSE AGREEMENT (the "AGREEMENT") is made as of this 6th day of December, 1999 (the "EFFECTIVE DATE") between YAHOO!, INC. , a Delaware corporation, with offices at 3400 Central Expressway, Suite 201, Santa Clara, CA 95051, ("YAHOO") and GHS, Inc., ("LICENSOR"), a Delaware _____________ Yahoo Inc – refundable and non-creditable (except as provided in Section 2.2(d)) and shall be made by Licensor via check made payable to: Yahoo Inc orporated Attn: [] 2700 San Tomas Expressway Santa Clara, CA 95051 Any portion of the above payments which has not been paid on the _____________ YAHOO!, INC. –* WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above. YAHOO!, INC. LICENSOR By: /s/ [ILLEGIBLE] By: /s/ Philicia G. Levinson ------------------------------- -------------------------------- Title: [] Title: SENIOR VICE PRESIDENT CHIEF FINANCIAL OFFICER Address: 3920 CENTRAL EXPRESSWAY Address: _____________ Yahoo! Inc. –* 1 TO CONTENT LICENSE AGREEMENT This Amendment No. 1 ("Amendment") is entered into as of January 04, 2000 (the "Amendment Effective Date") between Yahoo! Inc. , a Delaware corporation ("Yahoo") and GHS, Inc., a Delaware corporation ("Licensor") and amends the Content License Agreement entered into between Yahoo and _____________ dt 193544 ;	EOS International Inc.
Preview Full Doc	1999	Content License Agreement Content License Agreement (21K) Doc #142443: Click preview link for longer preview. YAHOO! INC. CONTENT LICENSE AGREEMENT THIS CONTENT LICENSE AGREEMENT (the "Agreement") is made as of this __th day of February, 1998 (the "Effective Date") between YAHOO!, INC, ,a California corporation, with offices at 3400 Central Expressway, Suite 201, Santa Clara, CA 95051, ("YAHOO") and Internet Fashion Mall LLC, ("Licensor"), a New York corporation, with offices at 575 Madison Avenue, 7th floor, New York, NY 10022. In consideration of the mutual promises contained herein, the parties agree as follows: SECTION 1: DEFINITIONS. Unless otherwise specified, capitalized terms used in this Agreement shall have the meanings attributed to them in Exhibit A hereto. SECTION 2: GRANT OF LICENSES. 2.1 Grant of Licenses. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Yahoo, under Licensor's Intellectual Property Rights: (a) A non-exclusive, worldwide license to use, modify, reproduce, distribute, display and transmit the Licensor Content in electronic form in connection with Yahoo Properties via the Internet, and to permit users of the Yahoo Properties to download and print the Licensor Content for personal use. Yahoo's license to modify the Licensor content shall be limited to modifying the Licensor Content to fit the format and look and feel of the Yahoo Property. (b) A non-exclusive, worldwide, fully paid license to use, reproduce and display the Licensor's Brand Features: (i) in connection with the presentation of the Licensor Content on the Content Pages in the Yahoo Properties; and (ii) in connection with the marketing and promotion of the Yahoo Properties. (c) Yahoo shall be entitled to sublicense the rights set forth in this Section 2.1 (1) to its Affiliates only for inclusion in Yahoo Properties, and (2) in connection with any mirror site, derivative site, or distribution arrangement concerning a Yahoo Property. SECTION 3: DELIVERY OF LICENSOR CONTENT: ADVERTISING REVENUE. 3.1 Yahoo's Responsibilities. [In addition to any responsibilities that may be set forth in Exhibit C,] Yahoo will be responsible for the design, layout, posting, and maintenance of the Content Pages. In no event is Yahoo under any obligation, express or implied, to 142443	Yahoo! Yahoo! Inc. ( Computer Services ) As referenced in this Content License Agreement: YAHOO! INC. – {DOCUMENT} {TYPE}EX-10.10 {SEQUENCE}5 {DESCRIPTION}CONTENT LICENSE AGREEMENT {TEXT} {PAGE} Exhibit 10.10 YAHOO! INC. CONTENT LICENSE AGREEMENT THIS CONTENT LICENSE AGREEMENT (the "Agreement") is made as of this __th day of February, 1998 (the "Effective Date") _____________ YAHOO!, INC – CONTENT LICENSE AGREEMENT THIS CONTENT LICENSE AGREEMENT (the "Agreement") is made as of this __th day of February, 1998 (the "Effective Date") between YAHOO!, INC , ,a California corporation, with offices at 3400 Central Expressway, Suite 201, Santa Clara, CA 95051, ("YAHOO") and Internet Fashion Mall LLC, ("Licensor"), _____________ YAHOO! INC. – WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above. YAHOO! INC. LICENSOR By: [ILLEGIBLE] By: [ILLEGIBLE] -------------------------------- ----------------------------------- Title: Vice President, Business Title: President ----------------------------- --------------------------------- Development - ----------------------------------- Address: 3400 Central Expwy Address: 575 Madison Avenue, 7th Fl. --------------------------- ------------------------------ _____________ "Yahoo! Inc. – Yahoo's discretion). {/TABLE} {PAGE} To: Ben Nerasin, FashionMall.com From: Elizabeth Collet, Yahoo! This memo shall serve as an addendum to the "Yahoo! Inc. Content License Agreement" with Internet Fashion Mall, LLC. The new "Effective Date" of the contract shall now be the date of the _____________ Yahoo! Inc. – past December 31st, 1998, the contract shall be deemed to be expired and neither party shall have any obligations to the other. Agreed: Yahoo! Inc. By: [ILLEGIBLE] -------------------------------- Title: VP Business Development ----------------------------- Date: 6/4/98 ------------------------------ Internet Fashion Mall, LLC By: [ILLEGIBLE] -------------------------------- Title: 6/5/98 ----------------------------- Date: President ------------------------------ {/ _____________ dt 193545 ; Internet Fashion Mall LLC;	Fashionmall.com Inc.

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