{"id":42117,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/cable-advertising-agreement-vulcan-ventures-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"cable-advertising-agreement-vulcan-ventures-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/cable-advertising-agreement-vulcan-ventures-inc-and.html","title":{"rendered":"Cable Advertising Agreement &#8211; Vulcan Ventures Inc. and Drugstore.com Inc."},"content":{"rendered":"<pre>\n                          CABLE ADVERTISING AGREEMENT\n\n     This Cable Advertising Agreement (the \"Agreement\") is made effective as of\nMay 19, 1999 (the \"Effective Date\") between Vulcan Ventures Incorporated, a\n            Washington corporation (\"Vulcan\"), and drugstore.com, Inc., a\nDelaware corporation (\"Company\").\n\n                                  Background\n\n     Concurrently with the signing of this Agreement, Vulcan has agreed to\npurchase a Convertible Promissory Note of the Company in the amount of\n$40,000,000.85 (the \"Note\"). As a condition to purchasing the Series D Preferred\nStock of the Company, Vulcan and the Company have agreed that Vulcan shall make\navailable to the Company free local cable advertising inventory from Vulcan's\naffiliated cable company, Charter Communications Communications Holdings LLC or\nits subsidiaries (\"Charter\").\n\n     In consideration of the mutual promises and covenants contained herein, and\nother good and valuable consideration the receipt and sufficiency of which is\nhereby acknowledged, Vulcan and Company hereby agree as follows:\n\n     1.   Dollar Value\n\n     Vulcan shall, through Charter, provide $5,000,000, in the aggregate, of\nInventory (as defined below) distributed ratably over the term or as mutually\nagreed by the Company, Vulcan and Charter.\n\n     2.   Term\n\n     This Agreement will commence on the date first appearing above and will\ncontinue in effect for three years unless earlier terminated pursuant to Section\n3 of this Agreement.\n\n     3.   Termination\n\n     The Company can terminate this Agreement if Vulcan materially breaches any\nof its obligations under the Agreement and fails to cure such breach within 30\ndays after the Company gives Vulcan written notice of the breach.\n\n     Vulcan may stop performing under this Agreement if and for so long as the\nCompany is in default under the Note.  This Agreement will automatically\nterminate upon termination or repayment of the Note; provided however, that this\nAgreement shall survive any conversion of the Notes into equity securities.\n\n     4.   Advertising Plan, Local Markets and Specific Inventory\n\n     Vulcan and the Company will use reasonable efforts to facilitate\ncommunication between the Company's and Charter's respective management to\nestablish an advertising plan within 90 days of the effective date of this\nAgreement.  Vulcan, Charter and the Company will mutually agree upon the local\nmarkets in which the advertisements will be aired and the specific advertisement\ninventory to\n\n \nbe allocated to the Company under this Agreement. The advertising plan,\nincluding agreement on the local markets in which the advertisements will be\naired and the specific advertising inventory to be allocated to the Company\nunder this Agreement will hereinafter be referred to as the \"Inventory.\" Such\nInventory will be valued at the amount that it would be offered in a comparable,\narms-length transaction to a third party by Charter.\n\n     5.   Liquidated Damages\n\n     In the event that Vulcan materially breaches any of its obligations under\nthis Agreement and the Company properly terminates the Agreement pursuant to\nSection 3 of this Agreement, then Vulcan will, upon written notice from the\nCompany, pay to the Company as liquidated damages, an amount to be mutually\nagreed by Vulcan and the Company, in full satisfaction of Vulcan's obligations\nhereunder. Following execution of this Agreement, Vulcan and the Company will\nenter into good faith negotiations with the objective of determining the amount\nof such liquidated damages within 90 days after the effective date of this\nAgreement.\n\n     6.   Change of Control\n\n     If Vulcan's equity ownership in Charter is reduced below 50%, Vulcan shall\nuse its best efforts to ensure that the Company will receive the Inventory. If\nVulcan is unsuccessful, it shall pay to the Company the fair market value of the\nInventory not yet deployed on behalf of the Company.\n\n     7.   Counterparts\n\n     This Agreement may be executed in two or more counterparts, each of which\nshall be deemed an original and all of which together shall constitute one\ninstrument.\n\n     8.   Entire Agreement\n\n     This Agreement and the documents referred to herein constitute the entire\nagreement between the parties pertaining to the subject matter hereof, and any\nand all other written or oral agreements relating to the subject matter hereof\nexisting between the parties hereto are expressly cancelled.\n\n                            Signature page follows\n\n                                      -2-\n\n \nIn witness whereof, the parties have duly entered into this Cable Advertising\nAgreement as of the Effective Date.\n\n\n     VULCAN VENTURES INCORPORATED                  DRUGSTORE.COM, INC.\n\n\nBy:_________________________________   By:____________________________________\n\n\nName:_______________________________   Name:__________________________________\n\n\nTitle:______________________________   Title:_________________________________\n\n                                      -3-\n\n\n\n TYPE:  EX-21.1\n SEQUENCE:  26\n DESCRIPTION:  SUBSIDIARIES\n\n\n\n\n                                 Subsidiaries\n                                 ------------\n\n\n                              DS Pharmacy, Inc.\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7360],"corporate_contracts_industries":[9496],"corporate_contracts_types":[9613,9619],"class_list":["post-42117","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-drugstorecom-inc","corporate_contracts_industries-retail__drug","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42117","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42117"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42117"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42117"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42117"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}