{"id":42408,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/joint-venture-agreement-lycos-inc-and-singapore.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"joint-venture-agreement-lycos-inc-and-singapore","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/joint-venture-agreement-lycos-inc-and-singapore.html","title":{"rendered":"Joint Venture Agreement &#8211; Lycos Inc. and Singapore Telecommunications Ltd."},"content":{"rendered":"<pre>\n                             JOINT VENTURE AGREEMENT\n\n         THIS JOINT VENTURE AGREEMENT is made as of September 13, 1999 by and\nbetween LYCOS, INC. (\"Lycos\"), a corporation organized under the laws of the\nState of Delaware, United States of America, and SINGAPORE TELECOMMUNICATIONS\nLIMITED (\"SingTel\"), a company incorporated under the laws of Singapore.\n\n         RECITALS\n\n         A. Lycos provides a World Wide Web navigation, search, directory, web\ncommunity and e-mail service which is supported by advertising and electronic\ncommerce. Lycos has exclusive worldwide rights to certain technology and knowhow\nused in providing such service. Lycos is interested in providing a comparable\nservice, as culturally adapted and with suitable local content, for each of the\ncountries in the Territory (as defined below) through a joint venture with\nSingTel.\n\n         B. SingTel is interested in establishing such a joint venture with\nLycos, and has various knowledge, experience and resources which would be of\nbenefit to the joint venture.\n\n         NOW, THEREFORE, the parties to this Agreement hereby agree as follows:\n\n         1. INCORPORATION OF THE COMPANY. As promptly as possible after the\nexecution of this Agreement, the parties shall cause a private limited liability\ncompany to be incorporated under the laws of Singapore (the \"Company\") in\naccordance with the following:\n\n                  1.1 NAME. The name of the Company shall be \"Lycos Asia Pte\nLtd\" or such other name as may be agreed by the parties and approved by the\nSingapore Registrar of Companies.\n\n                  1.2 MEMORANDUM AND ARTICLES. The Memorandum of Association\n(the \"Memorandum\") and Articles of Association (the \"Articles\") of the Company\nshall, as to form and substance, be as agreed to between the parties in\nconnection with the incorporation of the Company.\n\n                  1.3 AUTHORISED CAPITAL. [***]\n\n                  1.4      INITIAL SUBSCRIPTION.\n\n                           (a)      The Memorandum shall be subscribed by two \n(2) persons and the parties shall each appoint one person to act as its nominee\nfor such purpose. Such nominees will each agree in the Memorandum to subscribe\nfor one (1) Share. As soon as practicable after the allotment and issue of such\nShares to such nominees, the nominee appointed by Lycos shall \n\n                  *** A CONFIDENTIAL PORTION OF MATERIAL HAS BEEN OMITTED AND \nFILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\n\n\n\ntransfer his or her Share to Lycos and the nominee appointed by SingTel shall\ntransfer his or her Share to SingTel, and such transfers shall not be subject to\nany restriction on transfer of Shares set forth in this Agreement or in the\nArticles. \n                   (b) Within sixty (60) days after the incorporation of the \nCompany, each of Lycos and SingTel shall simultaneously subscribe and pay for \nits complement of Initial Shares (as defined below) at the Initial \nSubscription Price (as defined in Section 2.2), at a total subscription \nprice, expressed in U.S. Dollars, of [***]. The Initial Subscription Price\nshall be paid by each party by wire transfer to the bank account of the \nCompany and shall be received by the Company in clear funds within such sixty \n(60) day period. \"Initial Shares\" with respect to a party means the whole \nnumber of Shares determined by dividing the Initial Subscription Price by \nS$1.00.\n\n                  1.5      INITIAL ADDRESS OF REGISTERED OFFICE.  The address of\nthe registered office of the Company shall  initially be as follows:\n\n                                    31 Exeter Road\n                                    #18-00, Comcentre\n                                    Singapore 239732\n\n                  1.6      FIRST DIRECTORS. The first Directors of the Company \nshall be the following two directors appointed by Lycos, and two directors\nappointed by SingTel as promptly as possible after the date of this Agreement:\n\n                                    Edward M. Philip\n                                    Eric J. Gerritsen\n\n                  1.7      FINANCIAL YEAR. The financial year of the Company \nshall conform to the fiscal year of Lycos, as in effect from time to time.\n\n                  1.8      INCORPORATION COSTS AND EXPENSES. The parties hereto \nshall procure that the Company shall bear all costs and expenses directly\nrelating to the incorporation of the Company, including without limitation\nregistration fees, filing fees, notary fees, stamp duties and the like, and, to\nthe extent permitted by law, legal fees.\n\n         2.       CAPITAL CONTRIBUTIONS.\n\n                  2.1      CAPITAL COMMITMENT. [***]\n\n                  2.2      INITIAL CAPITAL CONTRIBUTION. As used in \nthis Agreement, \"Initial Subscription Price\" means the Singapore Dollar\nequivalent of [cad 157]***[cad 179], as converted from US Dollars to Singapore \nDollars at an exchange rate calculated and fixed on the date\n\n                  *** A CONFIDENTIAL PORTION OF MATERIAL HAS BEEN OMITTED AND\nFILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\n\n\n(\"Calculation Date\") falling three (3) Business Days (as defined in Section 2.4)\nprior to the scheduled payment date as being the average of the closing rates as\npublished by The Asian Wall Street Journal for the seven (7) Business Days\npreceding (and excluding) the Calculation Date at which Singapore Dollars can be\npurchased with US Dollars. Each of Lycos and SingTel shall make an initial\ncapital contribution to the Company by payment of the Initial Subscription Price\npursuant to Section 1.4.\n\n                  2.3 MANDATORY ADDITIONAL CAPITAL CONTRIBUTIONS. After each \nof the parties has made its initial capital contribution to the Company as \nrequired under Section 2.2, each of the parties shall, from time to time in \naccordance with the capital contribution schedule set forth in the attached \nEXHIBIT A, contribute additional capital to the Company up to a maximum \namount not to exceed [***] for each of Lycos and SingTel, for a total maximum \naggregate additional amount of \n[A CONFIDENTIAL PORTION OF MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH\nTHE SECURITIES AND EXCHANGE COMMISSION.] Each additional capital contribution\nto be made by the parties under this Section 2.3 shall be made by wire \ntransfer to the bank account of the Company in Singapore Dollars at an \nexchange rate calculated and fixed on the date (\"Relevant Calculation Date\") \nfalling three (3) Business Days prior to the scheduled payment date as being \nthe average of the closing rates as published by The Asian Wall Street \nJournal for the seven (7) Business Days preceding (and excluding) the \nRelevant Calculation Date at which Singapore Dollars can be purchased with US \nDollars.\n\n                  2.4 BUSINESS DAY. As used in this Agreement, \"Business Day\"\nmeans a day (other than a Saturday or a Sunday or public holiday) on which banks\nare open for business in Singapore; provided, however, that if any payment\nobligation of Lycos hereunder falls due on a date on which banks are not open\nfor business in New York City, the due date for such payment shall automatically\nbe extended to the next date on which banks are open for business in New York\nCity and Singapore.\n\n                  2.5 NO FRACTIONAL SHARES. In the event any capital\ncontribution amount after conversion from US Dollars to Singapore Dollars\nresults in either of the parties being entitled to fractional parts of a Share,\nthe fractional entitlement shall be disregarded and such party shall be allotted\nand issued such maximum whole number of Shares as corresponds to the relevant\ncapital contribution amount paid by such party, with the excess funds relating\nto the fractional parts of a Share to be refunded to such party.\n\n                  2.6 VOLUNTARY ADDITIONAL CAPITAL CONTRIBUTIONS. Neither party\nshall be required or permitted to make any capital contribution to the Company\nin excess of its commitment amount as required under Section 2.1 unless by\nmutual agreement.\n\n         3.       LICENSES.\n\n                  3.1 INITIAL LYCOS LICENSES. Within seven (7) days after the\nincorporation of the Company, Lycos shall enter into a license agreement with\nthe Company in the form attached as EXHIBIT B (the \"Local Searchservice\nAgreement\"), and cause Tripod, Inc. to enter into a license agreement with the\nCompany in the form attached as EXHIBIT C (the \"Tripod Agreement\"). As promptly\nas possible after the incorporation of the Company, Lycos shall (a) \n\n*** A CONFIDENTIAL PORTION OF MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE SECURITIES AND EXCHANGE COMMISSION.\n\n\n\nenter into a license agreement with the Company in substantially the form of \nthe attached EXHIBIT B, but as modified to provide for the licensing of the \nMyLycos technology, to provide for lump sum royalties in the amount of [***]\nwith respect to the initial English version of MyLycos and [***] with respect \nto the initial Chinese double byte version of MyLycos, and to omit the \nprovision for termination in the event of failure to agree on \"Commercial \nReadiness\", and (b) cause WhoWhere, Inc. to enter into a license agreement \nwith the Company in substantially the form of the attached EXHIBIT B, but as \nmodified to provide for the licensing of the MailCity technology, to provide \nfor lump sum royalties in the amount [***] of with respect to the initial \nEnglish version of MailCity and with respect to the initial Chinese double \nbyte version of MailCity, and [***] to omit the provision for termination in \nthe event of failure to agree on \"Commercial Readiness\" (the four aforesaid \nagreements, collectively, the \"Lycos License Agreements\").\n\n                  3.2 ADDITIONAL PROPERTIES OF LYCOS AND ITS AFFILIATES. Lycos\nagrees that neither Lycos nor any of its Affiliates (as defined in Section\n21.14) will grant to any third party, or itself exercise, any right or license\nto offer, operate or maintain any service or feature from time to time offered\nby Lycos at or by any Affiliate of Lycos at a web site linked to on a networked\nbasis (other than MyLycos, Tripod, MailCity or any search, navigation and\ndirectory service offered by Lycos under the \"Lycos\" brand name) which Lycos or\nsuch Affiliate is free to license to third parties, at a website including a\ncountry designation for any country in the Territory or at any other website\nwhich specifically targets residents in any country in the Territory unless\nLycos or such Affiliate first offers to grant to the Company, on most favored\ncustomer terms (which may include payment of a lump sum royalty on a most\nfavored customer basis), the right and license to offer, operate and maintain\nsuch features or services at the local websites at which the Company offers its\nservices and the Company shall have failed to accept such offer within sixty\n(60) days after such offer is made, or, notwithstanding the good faith efforts\nof the parties, shall have failed to enter into a mutually acceptable license\nagreement with Lycos or such Affiliate within ninety (90) days after such offer\nis made.\n\n                  3.3 PROPERTIES OF SINGTEL AND ITS AFFILIATES. SingTel agrees\nthat neither SingTel nor any of its Affiliates will grant to any third party, or\nitself exercise, any right or license to offer, operate or maintain any Internet\ncontent properties acquired, licensed or developed by SingTel or its Affiliates\nafter the date of this Agreement, at a website including a country designation\nfor any country in the Territory or at any other website which specifically\ntargets residents in any country in the Territory unless SingTel or such\nAffiliate first offers to grant to the Company, on most favored customer terms\n(which may include payment of a lump sum royalty on a most favored customer\nbasis), the right and license to offer, operate and maintain such Internet\ncontent property at the local websites at which the Company offers its services\nand the Company shall have failed to accept such offer within sixty (60) days\nafter such offer is made, or, notwithstanding the good faith efforts of SingTel\nand the Company, shall have failed to enter into a mutually acceptable license\nagreement with SingTel or such Affiliate within ninety (90) days after such\noffer is made. SingTel further agrees that a provision to the effect of this\nSection 3.1, and an exclusivity provision comparable to Section 2.2 of the Local\nSearchservice Agreement, shall be included in any license agreement for Internet\ncontent \n\n*** A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE SECURITIES AND EXCHANGE COMMISSION.\n\n\n\nproperties hereafter entered into between SingTel or any of its Affiliates and\nthe Company, whether entered into pursuant to this Section 3.3 or otherwise. \n\n         4.       DURATION AND SURVIVAL.\n\n                  4.1 DURATION. This Agreement shall commence and be effective\nfrom the date hereof and continue in effect until the earlier to occur of any of\nthe following events, upon the occurrence of which this Agreement shall\nterminate:\n\n                           (a)      the voluntary written agreement of the \nparties to terminate this Agreement;\n\n                           (b)      the dissolution of the Company pursuant to \nthe provisions of this Agreement or otherwise;\n\n                           (c)      the purchase by Lycos of all of the ordinary\nshares in the capital of the Company registered in the name of SingTel or any of\nits Affiliates pursuant to the provisions of this Agreement or otherwise;\n\n                           (d)      the making of any order by the High Court of\nthe Republic of Singapore for the winding up or judicial management of the\nCompany, or the passing of any special resolution by the shareholders of the\nCompany for the winding up or liquidation of the Company;\n\n                           (e)      the acquisition of all of the ordinary \nshares in the capital of the Company by a third party, or the acquisition of the\nCompany by a third party by means of merger or consolidation resulting in the\nexchange of any ordinary shares for securities issued, or caused to be issued,\nby the acquiring entity;\n\n                           (f)      the listing of the shares in the capital of \nthe Company on any stock exchange; or\n\n                           (g)      the termination of the Local Searchservice \nAgreement pursuant to Section 6.2 thereof or the Tripod Agreement pursuant to\nSection 5.2 thereof.\n\n                  4.2      SURVIVAL.  The provisions of  Section 15 shall \nsurvive the termination of this Agreement.\n\n         5.       PARTIES AS SHAREHOLDERS.\n\n                  5.1 EXERCISE OF RIGHTS. Each of the parties, in its capacity\nas a shareholder of the Company, shall exercise, or refrain from exercising, any\nof its voting rights as a shareholder of the Company and any of its rights to\nappoint and remove Directors, so as to insure the adoption of any and every\nresolution of shareholders necessary to give effect to the provisions of this\nAgreement and to insure that no resolution of shareholders is adopted in\nviolation of the provisions of this Agreement.\n\n\n\n                  5.2      COMPLIANCE BY DIRECTORS.\n\n                           (a)      Each party shall cause the Directors which \nsuch party has the right to designate under this Agreement to act or refrain\nfrom acting, in their capacity as Directors, so as to observe, comply with and\ngive effect to the provisions of this Agreement.\n\n                           (b)      The failure of a Director to act or refrain \nfrom acting, in his or her capacity as a Director, so as to observe, comply with\nand give effect to the provisions of this Agreement shall constitute a breach of\nthis Agreement by the party for which such Director is designee.\n\n                  5.3 PREVALENCE OF AGREEMENT. In the event of any inconsistency\nor conflict between the provisions of this Agreement and the provisions of the\nMemorandum or Articles, the parties shall give effect to the provisions of this\nAgreement.\n\n         6.       MANAGEMENT.\n\n                  6.1      DIRECTORS.\n\n                           (a)      As used in this Agreement:\n\n                                    (i)     \"Additional Appointment Date\" shall \nmean the earlier of (A) either (1) the third anniversary date of the date of\nincorporation of the Company or (2) the first Business Day of the financial year\nof the Company in which the third anniversary date of the date of incorporation\nof the Company falls, as Lycos may decide, or (B) the date on which SingTel\ncompletes a sale of the SingTel Shares (as defined in Section 20.1) pursuant to\nSection 20; and\n\n                                    (ii) \"Initial Period\" shall mean the period\ncommencing from the date of incorporation of the Company and ending on the\nAdditional Appointment Date.\n\n                           (b)      At all times during the Initial Period, the\nCompany shall have four (4) Directors, two (2) of whom shall be designated by\nLycos and two (2) of whom shall be designated by SingTel.\n\n                           (c)      At all times after the Initial Period, the\nCompany shall have (without necessity of amending the Memorandum or the Articles\nat the expiration of the Initial Period to make provision therefor) five (5)\nDirectors, three (3) of whom shall be designated by Lycos and two (2) of whom\nshall be designated by SingTel.\n\n                           (d)      Lycos and SingTel shall cast their votes as \nshareholders of the Company to elect Directors in accordance with the\nrequirements of Section 6.1(b) or (c), as applicable. Neither party shall cast\nits votes as a shareholder of the Company to remove a Director designated by the\nother party without the written consent of the other party.\n\n\n\n\n\n\n\n                           (e)      The Company shall have a Chairman of the \nBoard, who shall be one of the acting Directors of the Company. The Chairman of\nthe Board shall preside at all meetings of the Board of Directors of the Company\n(the \"Board\") at which the Chairman of the Board is present, but otherwise shall\nnot have any powers, rights, duties or authorities which are different from the\npowers, rights, duties and authorities of any of the other Directors. The right\nto appoint the Chairman of the Board shall rotate between Lycos and SingTel, and\nLycos shall have the right to appoint the first Chairman of the Board. Upon\nappointment by either Lycos or SingTel, the Chairman of the Board shall hold\nsuch office for the period from the conclusion of one annual general meeting of\nshareholders until the conclusion of the next following annual general meeting\nof shareholders, except that the first appointed Chairman of the Board shall\nhold such office from the date of the first Board meeting held after the\nincorporation of the Company to the conclusion of the first annual general\nmeeting of shareholders.\n\n                           (f) A Director shall be entitled at any time and from\ntime to time to appoint any person to act as his or her alternate and to\nterminate such appointment, in each case in accordance with the applicable\nprovisions of the Articles. From the time of appointment until the termination\nof such appointment, any such alternate director shall be entitled to receive\nnotices of meetings of the Board, to attend meetings of the Board (whether or\nnot the Director appointing him or her is present at any such meeting) and\ngenerally to exercise all of the powers, rights, duties and authorities and\nperform all of the functions of the appointing Director, except that he or she\nshall not be entitled to vote at any meeting at which the appointing Director is\npresent. In the event that the appointing Director is not present at any meeting\nof the Board, such alternate director shall be entitled to exercise the vote of\nthe appointing Director at such meeting, and if such alternate director\nrepresents more than one Director, such alternate director shall be entitled to\none vote for every Director he or she represents who is not present at such\nmeeting.\n\n                  6.2 DECISIONS BY THE BOARD OF DIRECTORS. The quorum necessary\nfor the transaction of any business of the Board shall be four (4) Directors,\ntwo of whom are Directors appointed by Lycos and two of whom are Directors\nappointed by SingTel. All decisions or actions taken by the Board shall require\nthe affirmative majority vote of the Directors present at the meeting; provided,\nhowever, that any resolution of the Directors with regard to short notice of\nmeetings of the Board shall require the approval of all of the Directors; and\nprovided further that effective upon and from the expiration of the Initial\nPeriod the unanimous affirmative vote of all of the Directors shall be required\nwith respect to any of the following matters:\n\n                           (a)      the entry or participation by the Company in\nany business which is not within the scope of the business described in Section\n7.2;\n\n                           (b)      the authorization, creation, allotment or \nissuance of any shares, or classes or series of shares, in the capital of the\nCompany or any securities or debentures of the Company (other than the allotment\nand issuance of Shares pursuant to Section 2.2 and Section 2.3), the issuance or\ngrant of any option over the unissued share capital of the Company, or any\nchange in the capital structure of the Company or the rights, preferences and\nprivileges of any shares, or classes or series of shares, in the capital of the\nCompany;\n\n\n\n                           (c)      the merger, consolidation, amalgamation or \nother such combination of the Company with any other entity, the\nrecapitalization of the Company, the redemption, repurchase or cancellation of\nany securities of the Company, or a sale of all or substantially all of the\nassets of the Company;\n\n                           (d)      the giving or provision by the Company of \nany guarantees or indemnities, other than guarantees or indemnities necessary to\nsecure borrowing or indebtedness of the Company or its Affiliates in the\nordinary course of business, and any extension of credit or the making of any\nloans to any person or entity other than in the ordinary course of business;\n\n                           (e)      any transactions or agreements by the \nCompany other than in the ordinary course of business and on arms-length terms\nwith:\n\n                                    (i)     any shareholder;\n\n                                    (ii)    any Affiliate of any shareholder;\n\n                                    (iii)   any Director or officer of the \nCompany;\n\n                                    (iv)    any director or officer of any \nshareholder or any Affiliate of any shareholder;\n\n                                    (v)     any person who is a spouse, child or\nstepchild of the persons referred to in subparagraphs (iii) or (iv) above; or\n\n                                    (vi) any body corporate as to which the\npersons referred to in subparagraphs (iii) or (iv) above are interested in\nshares in the share capital of such body corporate of a nominal value equal to\nat least twenty percent (20%) of such share capital or are entitled to exercise\nor control the exercise of more than twenty percent (20%) of the voting power at\nany general meeting of such body corporate;\n\n                           (f)      any material modification of any transaction\nor any material amendment of any agreement subject to Section 6.2(e);\n\n                           (g)      any delegation of any powers of (or ceding \nof control by) the Board to (i) any committee of Directors, or (ii) any person,\nincluding any officer of the Company, with respect to any matter requiring the\nunanimous affirmative vote of the Directors as set forth in this Section 6.2;\n\n                           (h)      the declaration of any dividends or other \ndistributions of profits of the Company; or\n\n                           (i)      any amendment to the Memorandum or the \nArticles.\n\n                  6.3      MEETINGS OF DIRECTORS.\n\n\n\n                           (a)      The Company shall bear all reasonable \nexpenses of Directors in connection with their attendance at meetings of the\nBoard, including without limitation travel, lodging and meals. Unless otherwise\nagreed by the parties, the location of meetings of the Board shall alternate\nbetween a location in Asia, as designated by SingTel from time to time, and a\nlocation in the United States, as designated by Lycos from time to time.\n\n                           (b)      Meetings of the Board shall be held at such \ntimes as the Board shall determine. A meeting of the Board shall be held at\nleast four (4) times per year. Not less than seven (7) days' notice (or such\nshorter period of notice in respect of any particular meeting as may be agreed\nunanimously by all Directors) specifying the date, place and time of the meeting\nand the business to be transacted at such meeting shall be given to all\nDirectors.\n\n                           (c)      All or any of the Directors may participate \nin a meeting of the Board by means of a conference telephone or any\ncommunications equipment which allows all persons participating in the meeting\nto hear one another. A person so participating shall be deemed to be present in\nperson at the meeting and shall be entitled to vote or be counted in a quorum\naccordingly. Any meeting of the Board in which one or more of the Directors\nparticipates by conference telephone or other communications equipment shall be\ndeemed to take place at the site where the largest number of participating\nDirectors are present, or if there is no site at which the number of\nparticipating Directors present exceeds the number of participating Directors\npresent at each other site at which participating Directors are present, at the\nsite where the Chairman of the Board is located.\n\n                           (d)      Any action required or permitted to be taken\nby the Board may be taken by a resolution in writing signed by all of the\nDirectors, except that after the Initial Period any action required or permitted\nto be taken by the Board (other than any action requiring the unanimous approval\nof all of the Directors pursuant to Section 6.2) may be taken by at least four\n(4) Directors, two (2) of whom are Directors appointed by Lycos and two (2) of\nwhom are Directors appointed by SingTel. Any such resolutions may be executed in\ncounterparts, and copies of such resolutions transmitted by facsimile shall have\nthe same effect as the originals.\n\n                  6.4 MINUTES OF MEETINGS. Minutes of meetings of the Board and\nmeetings of the shareholders of the Company, including records of all\nresolutions adopted and all actions taken by the Board or the shareholders of\nthe Company, shall be in English.\n\n                  6.5 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer or\nsuch other position as shall constitute the most senior executive position of\nthe Company (the \"Chief Executive Officer\") shall be as designated by SingTel.\nThe Chief Executive Officer shall have internal control over the day-to-day\naffairs of the Company, including without limitation (a) the Company's incurring\nor making of any capital expenditures, (b) the Company's acquisition of any\nassets or property, or (c) the Company's creation of any security interest or\nencumbrance over any of its assets or properties.\n\n\n\n\n                  6.6 CHIEF OPERATING OFFICER. The Chief Operating Officer or\nsuch other position as shall constitute the second most senior executive\nposition of the Company (the \"Chief Operating Officer\") shall be as designated\nby Lycos.\n\n                  6.7 MANAGEMENT PERSONNEL. Except as provided in Sections 6.5\nand 6.6, the management personnel of the Company shall be as designated by the\nChief Executive Officer in consultation with the Chief Operating Officer.\n\n                  6.8 BUSINESS PLANS AND STRATEGIES. The management team of the\nCompany shall have responsibility for developing and executing the business\nplans and strategies of the Company. The annual business plans, and any proposed\ndiversification of or other material change to the business of the Company (as\nsuch business is described in Section 7.2), shall be subject to the internal\napproval of the Chief Executive Officer, who may in his discretion, subject\nalways to the best interests of the Company, make all final decisions with\nrespect thereto. Only the Chief Executive Officer shall submit to the Board for\nits approval the annual business plans for the Company, any variations of any\nsuch approved annual business plans, and any proposed diversification of or\nother material change to the business of the Company (as such business is\ndescribed in Section 7.2).\n\n         7. BUSINESS OF THE COMPANY.\n\n                  7.1 TERRITORY. For purposes of this Agreement, \"Territory\"\nmeans the following countries, except any of such countries otherwise excluded\nunder the provisions of Section 7.4:\n\n                           (a)      Singapore, Hong Kong, Peoples' Republic of \nChina, Taiwan, Malaysia and India (collectively, \"Tier One Countries\");\n\n                           (b)      Thailand, Philippines and Brunei \n(collectively, \"Tier Two Countries\"); and\n\n                           (c)      Indonesia, Vietnam, Laos, Myanmar and \nCambodia (collectively, \"Tier Three Countries\").\n\n                  7.2 BUSINESS PURPOSE. The business purpose of the Company\nshall be, and the parties have entered into this Agreement for the purpose of\nforming the Company to engage in, the following activities, directly or through\nLicensee Subsidiaries or Licensee Affiliates (as such terms are defined below)\nestablished pursuant to Section 8 or other sublicensees where permitted under\nthe Lycos License Agreements:\n\n\n                           (a)      to provide, at a local site for each country\nin the Territory, a \"Lycos\" branded World Wide Web navigation, search,\ndirectory, web community and e-mail service which has the \"look and feel\" of the\nWorld Wide Web navigation, search, directory, web community and e-mail service\noffered by Lycos at and web sites linked to on a networked basis, but which is\nadapted culturally and in local content to be \n\n\n\n\nsuitable for, and is in a suitable language or languages for, each such \ncountry (collectively, the \"Service\");\n\n                           (b)      to generate revenue from all sources \nrelating to the Service, including without limitation revenue from the sale of\nadvertising and from electronic commerce; and\n\n                           (c)      to engage in all business activities \nrelating to the development, maintenance, support, enhancement and promotion of\nthe Service, including without limitation the development and acquisition of\nlocal content and the development and expansion of distribution channels for the\nService.\n\nFor the avoidance of doubt, the Lycos branding and \"look and feel\" of the\nService as referred to in paragraph (a) of this Section 7.2 shall not preclude\nthe use of separate brand identities for established properties licensed by\nLycos or its Affiliates to the Company under the Lycos License Agreements or\notherwise, for established properties licensed by SingTel or its Affiliates to\nthe Company, for established properties acquired by the Company from third\nparties or for new properties developed by the Company.\n\n                  7.3      ROLL-OUT SCHEDULE.\n\n                           (a)      Unless otherwise agreed by the parties from \ntime to time, the Service shall be initiated first in Tier One Countries, then\nin Tier Two Countries and finally in Tier Three Countries. Subject to Section\n7.3 (b), any of the Tier One Countries for which the Service is not initiated on\nor before September 30, 2000, any of the Tier Two Countries for which the\nService is not initiated on or before December 31, 2000, and any of the Tier\nThree Countries for which the Service is not initiated on or before March 31,\n2001 shall thereupon be automatically excluded from the Territory and from the\nbusiness activities of the Company.\n\n                           (b) If the Company fails to meet the deadline set \nforth in Section 7.3(a) with respect to any country included in the Territory \nand such failure is solely attributable to (i) events beyond the control of \nthe Company, including without limitation acts of God, war, invasion, \nrebellion, revolution, insurrection, civil commotion, civil war, acts of \ngovernment, earthquakes, fire, lightning, storms, floods, unusually severe \nweather conditions, natural disasters, strikes, lockouts, boycotts, labor \ndisputes, terrorism, sabotage, arson, and the like, (ii) the failure of the \nCompany (or any Licensee Subsidiary or Licensee Affiliate established for \nsuch country), notwithstanding its diligent efforts, to obtain from any \ngovernment, regulatory or administrative body any license, approval or permit \nrequired with respect to such country, or (iii) the failure of Lycos and\/or \nits Affiliates to timely perform their respective obligations under the Lycos \nLicense Agreements, then such deadline shall be extended by a reasonable \nperiod of time having regard to the circumstances of the delay.\n\n                  7.4 ACQUISITION OF ADDITIONAL PROPERTIES. The Company shall\nnot be permitted to acquire from a party other than Lycos, SingTel or their\nrespective Affiliates any Internet content properties which are similar or\nidentical to any Internet content properties of Lycos, \n\n\n\n\nSingTel or their respective Affiliates not then licensed to the Company unless\nthe Company first offers to acquire from Lycos, SingTel or such Affiliate, on\nmost favored customer terms (which may include payment of a lump sum royalty on\na most favored customer basis), the right and license to offer, operate and\nmaintain such Internet content property at the local webites at which the\nCompany offers its services and Lycos, SingTel or such Affiliate of Lycos or\nSingTel, as applicable, shall have failed to accept such offer within sixty (60)\ndays after such offer is made, or, notwithstanding the good faith efforts of the\nparties, shall have failed to enter into a mutually acceptable license agreement\nwith the Company within ninety (90) days after such offer is made.\n\n                  7.5      EMPLOYEES. The Company shall hire and engage such\nemployees as shall be required from time to time to carry out its business\npurposes.\n\n                  7.6      ACCOUNTING MATTERS AND BOOKS AND RECORDS.\n\n                           (a)      The Company shall be required to keep \naccurate books of account and financial and related records in accordance with\nboth United States and Singapore generally accepted accounting principles,\nconsistently applied. Upon reasonable prior notice and during normal business\nhours, the Company shall be required to make available at its principal office\nin Singapore for inspection by Lycos and SingTel, and their designated\nrepresentatives, the books of account and records of the Company.\n\n                           (b)      The auditors for the Company shall be KPMG \nPeat Marwick or such other internationally recognized firm of certified public\naccountants as may be designated by Lycos from time to time.\n\n                           (c)      Within twenty (20) days after the end of the\ncalendar month in which the Company commences to transact business, and within\ntwenty (20) days after the end of each calendar month thereafter, the Company\nshall be required to provide to Lycos, for the calendar month then ended,\nunaudited financial statements, prepared in accordance with United States\ngenerally accepted accounting principles, for the Company and each Licensee\nSubsidiary and Licensee Affiliate then existing.\n\n                           (d)      Within thirty (30) days after the end of \neach financial year of the Company, the Company shall be required to provide to\nLycos, for the financial year then ended, unaudited financial statements,\nprepared in accordance with United States generally accepted accounting\nprinciples, for the Company and each Licensee Subsidiary and Licensee Affiliate\nthen existing.\n\n                           (e)      Within ninety (90) days after the end of\neach financial year of the Company which ends during or concurrently with the\nexpiration of the Initial Period, and within sixty (60) days after the end of\neach financial year of the Company which ends after the Initial Period, the\nCompany shall be required to provide to Lycos, for the financial year then\nended, audited financial statements, prepared in accordance with United States\ngenerally accepted accounting principles, for the Company and each Licensee\nSubsidiary and Licensee Affiliate then existing.\n\n\n\n\n\n         8.       LICENSEE SUBSIDIARIES AND LICENSEE AFFILIATES.\n\n                  8.1      LICENSEE SUBSIDIARIES.\n\n                           (a)      Subject to the approval of the Board of \nDirectors of the Company, the Company may establish wholly-owned corporate\nsubsidiaries to engage in the business described in Section 7.2 with respect to\none or more specific countries included in the Territory (collectively,\n\"Licensee Subsidiaries\").\n\n                           (b)      Except as may be otherwise required by \napplicable local law, the composition of the board of directors of any Licensee\nSubsidiary shall be determined in accordance with this paragraph. The number of\nLycos designated directors and the number of SingTel designated directors\nappointed to the board of directors of any Licensee Subsidiary shall be the same\nas the number of Lycos designated Directors and the number of SingTel designated\nDirectors, respectively, appointed to the Board of Directors of the Company.\n\n                           (c)      Except as may be otherwise required by \napplicable local law, all matters set forth in subparagraphs (a) through (i) of\nSection 6.2 shall require the unanimous affirmative vote of all of the directors\nof any Licensee Subsidiary (and for this purpose each reference to the \"Company\"\nin subparagraphs (a) through (i) of Section 6.2 shall be deemed to be a\nreference to such Licensee Subsidiary).\n\n                           (d)      Lycos and SingTel agree that any sublicense \ngranted to a Licensee Subsidiary under the Lycos License Agreements shall be\nroyalty-free, provided that the Company shall be permitted to recapture from any\nLicensee Subsidiary any cost items for technical assistance, referrals, catalog\ngeneration or the like benefitting such Licensee Subsidiary and chargeable to\nthe Company.\n\n                           (e)      The financial year of each Licensee \nSubsidiary shall conform with the fiscal year of Lycos, as in effect from time\nto time, and each Licensee Subsidiary shall be required to maintain its books of\naccount and financial and related records both in accordance with United States\ngenerally accepted accounting principles and in accordance with such other\naccounting system as may be imposed by local requirements. \n\n                  8.2      LICENSEE AFFILIATES.\n\n                           (a)      Subject to the approval of the Board of \nDirectors of the Company, the Company may establish affiliated corporate\nentities as to which the Company owns at least fifty percent (50%) and less than\none hundred percent (100%) of all voting interests and neither Lycos nor SingTel\ndirectly or indirectly owns any voting interest other than through the Company,\nto engage in the business described in Section 7.2 with respect to one or more\nspecific countries included in the Territory (collectively, \"Licensee\nAffiliates\").\n\n                           (b)      Except as may be otherwise required by \napplicable local law, the composition of the board of directors of any Licensee\nAffiliate shall be determined in accordance \n\n\n\n\n\nwith this paragraph. During the Initial Period, the board of directors of any\nLicensee Affiliate shall at all times have six directors, four of which shall be\nappointed by the Company. Lycos shall have the right to appoint two of the four\ndirectors to be appointed by the Company and SingTel shall have the right to\nappoint two of the four directors to be appointed by the Company. After the\nInitial Period, the board of directors of any Licensee Affiliate shall at all\ntimes have five directors, three of which shall be appointed by the Company.\nLycos shall have the right to appoint two of the three directors to be appointed\nby the Company and SingTel shall have the right to appoint one of the three\ndirectors to be appointed by the Company.\n\n                           (c)      Except as may otherwise be required by \napplicable local law, all matters set forth in subparagraphs (a) through (i) of\nSection 6.2 shall require the unanimous affirmative vote of all of the directors\nof any Licensee Affiliate (and for this purpose each reference to the \"Company\"\nin subparagraphs (a) through (i) of Section 6.2 shall be deemed to be a\nreference to such Licensee Affiliate), and all other matters shall require a\ngreater than 66 2\/3% vote of all of the directors of any Licensee Affiliate.\n\n                           (d)      Lycos and SingTel agree that any sublicense \ngranted to a Licensee Affiliate under the Lycos License Agreements shall be\nroyalty-free, provided that the Company shall be permitted to recapture from any\nLicensee Affiliate any cost items for technical assistance, referrals, catalog\ngeneration or the like benefitting such Licensee Affiliate and chargeable to the\nCompany.\n\n                           (e) The financial year of each Licensee Affiliate\nshall conform with the fiscal year of Lycos, as in effect from time to time, and\neach Licensee Affiliate shall be required to maintain its books of account and\nfinancial and related records both in accordance with United States generally\naccepted accounting principles and in accordance with such other accounting\nsystem as may be imposed by local requirements.\n\n         9. LISTING. The parties intend that shares of the Company be listed on\na local Singapore exchange or on an appropriate foreign exchange (such as\nNASDAQ) as soon as practically feasible after the Company's first full year of\nbusiness. The parties acknowledge and agree that the timing and particulars of\nany such listing will depend on business and market conditions and regulatory\nrequirements, and that the written consent or written agreement of each of the\nparties is required in connection with any such listing. The Company shall not\nbe listed unless and until all capital contributions required to be made by the\nparties under Section 2.2 and Section 2.3 shall have been made in full, and\nLycos shall have received the full amount of all royalty payments required to be\nmade by the Company to Lycos under the Lycos License Agreements. For the\navoidance of doubt, the failure of the parties to agree on any matter relating\nto the listing of the Company shall not constitute a deadlock for any purpose\nunder Section 16.\n\n         10. OWNERSHIP OF PROPERTIES DEVELOPED BY THE COMPANY. The Company shall\nbe the owner of any trademark, copyright and other intellectual property rights\nin respect of any and all brand names, trade names, content, services or other\nsuch properties originally created or developed by the Company, it being\nunderstood that any brand names, trade names, content, services or other such\nproperties licensed by Lycos or SingTel to the Company, and any \n\n\n\n\nderivatives thereof, are not \"originally developed or created by the Company\"\nwithin the meaning of this Section 10.\n\n         11. URLS. To the extent permitted under applicable local law and\nregulation, the Company shall be the owner, for the ultimate benefit of Lycos,\nof domain names which include the name \"Lycos\" or any other name licensed to the\nCompany under the Lycos License Agreements and which are the domain names of\nsites at which the Company offers the Service (\"Lycos Domain Names\"). In the\nevent the Company is at any time not permitted under applicable local law and\nregulation to be the owner of any Lycos Domain Name, then a third party\nacceptable to Lycos and SingTel and permitted under applicable local law and\nregulation to be the owner of such Lycos Domain Name shall be designated to hold\nownership of such Lycos Domain Name for the benefit of the Company, and for the\nultimate benefit of Lycos. Before any such Lycos Domain Name is registered in\nthe name of the Company or any third party, the Company and\/or such third party,\nas applicable, shall execute and deliver to Lycos such instruments or documents\nas Lycos may reasonably require to assure to Lycos its ultimate beneficial\ninterest in such Lycos Domain Name. For the avoidance of doubt, for so long as\nLycos or an Affiliate of Lycos is a shareholder of the Company, the Company\nshall have the right to use any Lycos Domain Names without charge, other than\npayment of registration and maintenance fees to the applicable regulatory\nauthority. Further, the Company shall, as absolute owner, own all right, title\nand interest in, to and under all domain names (other than Lycos Domain Names)\nfor all websites established and operated by the Company.\n\n         12. LEAKAGE. With respect to all internet traffic which is incoming to\n and websites linked to on a networked basis and which originates from any\n country in the Territory for which the Service has been\ninitiated, Lycos shall automatically redirect such traffic to the appropriate\nwebsite at which the Service is offered for such country, except that and\nwebsites linked to on a networked basis shall be accessible through links\nmaintained at the local sites. In addition, with respect to all internet traffic\nwhich is incoming to and websites linked to on a networked basis and which\noriginates from any country outside the Territory from a user identifiable as a\nuser whose normal access would be from a country in the Territory for which the\nService has been initiated, Lycos shall automatically redirect such traffic to\nthe appropriate website at which the Service is offered for such country\n\n         13. REPRESENTATIONS AND WARRANTIES OF LYCOS. Lycos hereby represents\nand warrants to SingTel as follows:\n\n                  13.1 ORGANIZATION, POWER AND AUTHORITY. Lycos is a corporation\nduly organized, validly existing and in good standing under the laws of the\nState of Delaware, United States of America. Lycos has all requisite power and\nauthority to execute, deliver and perform its obligations under this Agreement.\n\n                  13.2 AUTHORIZATION AND BINDING OBLIGATIONS. Lycos has taken\nall requisite corporate action to authorize and approve the execution, delivery\nand performance of this Agreement by Lycos. This Agreement has been duly\nexecuted and delivered by Lycos, and \n\n\n\n\nconstitutes the legal, valid and binding obligations of Lycos, enforceable\nagainst Lycos in accordance with its terms.\n\n                  13.3 NO CONFLICTS. The execution, delivery and performance of\nthis Agreement by Lycos, and the consummation of the transactions contemplated\nhereby, will not (a) violate any provision of the Certificate of Incorporation\nor Bylaws of Lycos, (b) violate, conflict with or result in (or with notice or\nlapse of time or both result in) a breach of or default under any term or\nprovision of any contract or agreement to which Lycos is a party or by which\nLycos or any of its assets or properties is or may be bound, or (c) violate any\norder, judgment, injunction, award or decree of any court or arbitration body,\nor any governmental, administrative or regulatory authority, by which Lycos or\nany of its assets or properties is or may be bound.\n\n                  13.4 NO PENDING LITIGATION. No action, suit or proceeding\nwhich seeks to prevent the consummation of the transactions contemplated by this\nAgreement, or would impair the ability of Lycos to consummate the transactions\ncontemplated by this Agreement, is pending against Lycos, and no such action,\nsuit or proceeding has been threatened against Lycos.\n\n         14. REPRESENTATIONS AND WARRANTIES OF SINGTEL. SingTel hereby\nrepresents and warrants to Lycos as follows:\n\n                  14.1 ORGANIZATION, POWER AND AUTHORITY. SingTel is a company\nduly organized and validly existing under the laws of Singapore, and has all\nrequisite power and authority to execute, deliver and perform its obligations\nunder this Agreement.\n\n                  14.2 AUTHORIZATION AND BINDING OBLIGATIONS. SingTel has taken\nall requisite corporate action to authorize and approve the execution, delivery\nand performance of this Agreement by SingTel. This Agreement has been duly\nexecuted and delivered by SingTel, and constitutes the legal, valid and binding\nobligations of SingTel, enforceable against SingTel in accordance with its\nterms.\n\n                  14.3 NO CONFLICTS. The execution, delivery and performance of\nthis Agreement by SingTel, and the consummation of the transactions contemplated\nhereby, will not (a) violate any provision of the memorandum of association or\narticles of association of SingTel, (b) violate, conflict with or result in (or\nwith notice or lapse of time or both result in) a breach of or default under any\nterm or provision of any contract or agreement to which SingTel is a party or by\nwhich SingTel or its assets or properties is or may be bound, or (c) violate any\norder, judgment, injunction, award or decree of any court or arbitration body,\nor any governmental, administrative or regulatory authority, by which SingTel or\nany of its respective assets or properties is or may be bound.\n\n                  14.4 NO PENDING LITIGATION. No action, suit or proceeding\nwhich seeks to prevent the consummation of the transactions contemplated by this\nAgreement, or would impair the ability of SingTel to consummate the transactions\ncontemplated by this Agreement, is \n\n\n\n\npending against SingTel, and no such action, suit or proceeding has been\nthreatened against SingTel.\n\n         15. CONFIDENTIALITY. For so long as this Agreement remains in effect\nand for a period of two (2) years after the termination of this Agreement\nhowsoever occasioned, each of Lycos and SingTel shall keep strictly\nconfidential, and shall not disclose, use, divulge, publish or otherwise reveal,\ndirectly or through any third party (including without limitation the Company),\nany confidential or proprietary information of the other party which was\ndisclosed by or received pursuant to this Agreement, or in connection with the\npreparation and negotiation of this Agreement, or by reason of the performance\nby the parties of their obligations hereunder or their involvement in activities\nof the Company, including, but not limited to, documents and\/or information\nregarding customers, costs, profits, markets, sales, products, product\ndevelopment, key personnel, pricing policies, operational methods, technology,\nknow-how, technical processes, formulae or plans for future development\n(collectively, \"Confidential Information\"), except as may be necessary in\nconnection with filings with governmental agencies as required under applicable\nlaw, including, in the case of Lycos, the rules and regulations promulgated\nunder the Securities Exchange Act of 1934. Upon the termination of this\nAgreement, each of Lycos and SingTel shall either destroy or return to the other\nall memoranda, notes, records, reports and other documents (including all copies\nthereof) relating to the Confidential Information of the other which such party\nmay then possess or have under its control. Notwithstanding the foregoing,\nConfidential Information of a party shall not include (a) information which was\nalready known to the recipient at the time of its receipt, (b) information which\nis or becomes freely and generally available to the public through no wrongful\nact of the recipient, (c) information which is rightfully received by the\nrecipient from a third party legally entitled to disclose such information free\nof confidentiality restrictions, (d) information disclosed in connection with\nlegal action initiated by a party to enforce rights under this Agreement, or any\nagreement executed pursuant to this Agreement, or (e) information required to be\ndisclosed by the order of any court, provided that the recipient gives the\ndisclosing party reasonable prior notice so as to permit the disclosing party an\nopportunity to seek a protective order.\n\n         16.      DEADLOCK.\n\n                  16.1 DEADLOCK. As used in this Agreement, \"Deadlock\" shall\nmean that at two consecutive meetings of the Board a formal vote of the\nDirectors is taken on any of the matters set forth in Section 6.2 (other than\nSection 6.2(e) or (f)) and that the vote taken on each such occasion is 2-2 if\nsuch votes are taken within the Initial Period or less than unanimous if such\nvotes are taken after the Initial Period, or that at two consecutive shareholder\nmeetings a formal vote of the shareholders of the Company is taken to approve\nany of the following matters and that the vote taken on each such occasion is\n50-50 if such votes are taken during the Initial Period or less than unanimous\nif such votes are taken after the Initial Period:\n\n                           (a)      the entry or participation by the Company in\nany business which is not within the scope of the business described in Section\n7.2;\n\n\n\n\n                           (b)      the authorization, creation, allotment or \nissuance of any shares, or classes or series of shares, in the capital of the\nCompany or any other securities or debentures of the Company (other than the\nallotment and issuance of Shares pursuant to Section 2.2 and Section 2.3), the\nissuance or grant of any option over the unissued share capital of the Company,\nor any change in the capital structure of the Company or the rights, preferences\nand privileges of any shares, or classes or series of shares, in the capital of\nthe Company;\n\n                           (c)      the merger, consolidation, amalgamation or \nother such combination of the Company with any other entity, the\nrecapitalization of the Company, the redemption, repurchase or cancellation of\nany securities of the Company, or a sale of all or substantially all of the\nassets of the Company;\n\n                           (d)      the giving or provision by the Company of \nany guarantees or indemnities, other than guarantees or indemnities necessary to\nsecure borrowing or indebtedness of the Company or its Affiliates in the\nordinary course of business, and any extension of credit or the making of any\nloans to any person or entity other than in the ordinary course of business;\n\n                           (e)      any delegation of any powers of (or ceding \nof control by) the Board to (i) any committee of Directors, or (ii) any person,\nincluding any officer of the Company, with respect to any matter referred to in\nparagraphs (a) through (g) of this Section 16.1;\n\n                           (f)      the declaration of any dividends or other \ndistributions of profits of the Company; or\n\n                           (g)      any amendment to the Memorandum or the \nArticles.\n\n                  16.2 REMEDY. In the event of any Deadlock, then, unless each\nparty expressly waives its rights under this Section 16.2 within thirty (30)\ndays after the vote resulting in such Deadlock:\n\n                           (a)      The Company and, unless otherwise agreed by \nthe parties, all Licensee Subsidiaries and Licensee Affiliates shall be\ndissolved, and the parties, in their capacities as shareholders of the Company,\nshall promptly take all such actions as may be required to cause the Company\nand, unless otherwise agreed by the parties, the Licensee Subsidiaries and\nLicensee Affiliates to expeditiously wind up their affairs and dissolve. \n\n                           (b) In the event Lycos was the party which \ninitiated or proposed the item as to which the Deadlock occurred, then, \nwithin thirty (30) days after the dissolution of the Company and all Licensee \nSubsidiaries and Licensee Affiliates has been completed, Lycos shall pay to \nSingTel, in cash or in cash and Lycos stock as described below, an amount in \nUS Dollars equal to the sum of:\n\n                                    (i)     the amount (the \"Lycos Base Amount\")\nby which the total amount of the capital contributions made by SingTel to the\nCompany during the period from the date of incorporation of the Company up to\nand including the date of dissolution, not to exceed a \n\n\n\n\nmaximum amount of [***], exceeds the \ntotal amount of all liquidation distributions distributed to SingTel upon the \ndissolution of the Company, whether in cash or in kind (with such in kind \ndistributions being valued at the fair market value of the property \ndistributed); plus\n\n                                    (ii) an amount (the \"Lycos Incremental\nAmount\") equal to: [***]\n\n\nThe Lycos Base Amount shall be paid by Lycos entirely in cash in US Dollars. The\nLycos Incremental Amount shall be paid by Lycos, at its option, entirely in\ncash, entirely in Lycos stock traded on NASDAQ or in part in cash and in part in\nLycos stock traded on NASDAQ, in such proportion as Lycos may determine. The\nnumber of shares of Lycos stock to be issued or transferred to SingTel in full\nor partial payment of the Lycos Incremental Amount shall be determined by\ndividing the payment amount by the average share price of Lycos stock over the\nthirty (30) day period ending on the 7th Business Day prior to the date on which\npayment of the Lycos Incremental Amount is to be paid. The issuance or transfer\nof any Lycos stock to SingTel pursuant to this Section 16.2(b) shall be made in\ncompliance with all applicable securities laws.\n                           (c)      In the event SingTel was the party which \ninitiated or proposed the item as to which the Deadlock occurred, then, within\nthirty (30) days after the dissolution of the Company and all Licensee\nSubsidiaries and Licensee Affiliates has been completed, SingTel shall pay to\nLycos an amount in US Dollars equal to the sum of:\n\n                                    (i)     the amount (the \"SingTel Base \nAmount\") by which the total amount of the capital contributions made by Lycos to\nthe Company during the period from the date of incorporation of the Company up\nto and including the date of dissolution, not to exceed a maximum amount of\n[***]; plus\n\n                                    (ii) an amount (the \"SingTel Incremental\nAmount\") equal to: [***]\n\n*** A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\n\n\nThe SingTel Base Amount shall be paid by SingTel entirely in cash in US Dollars.\nThe SingTel Incremental Amount shall be paid by SingTel, at its option, entirely\nin cash, entirely in shares in the capital or stock of SingTel or any Affiliate\nof SingTel traded on the Stock Exchange of Singapore Ltd or in part in cash and\nin part in shares in the capital or stock of SingTel or any Affiliate of SingTel\ntraded on the Stock Exchange of Singapore Ltd, in such proportion as SingTel may\ndetermine. The number of shares or amount of such stock to be issued or\ntransferred to Lycos in full or partial payment of the SingTel Incremental\nAmount shall be determined by dividing the payment amount by the average share\nprice of such shares or stock over the thirty (30) day period ending on the 7th\nBusiness Day prior to the date on which payment of the SingTel Incremental\nAmount is to be paid. The issuance or transfer of any such shares or stock to\nLycos pursuant to this Section 16.2(c) shall be made in compliance with all\napplicable securities laws.\n         17.      LYCOS BREACH.\n\n                  17.1 LYCOS BREACH. As used in this Agreement, \"Lycos Breach\"\nshall mean the occurrence of any of the following breaches of this Agreement,\nand the failure of Lycos to cure any such breach within sixty (60) days after\nwritten notice of such breach is given by SingTel to Lycos:\n\n                           (a)      failure of Lycos to make any capital \ncontribution when and as required under Section 2.2 or Section 2.3 of this\nAgreement;\n\n                           (b) failure by Lycos to perform its obligations under\nSection 3.1 with respect to the execution of the Lycos License Agreements by the\nparties thereto; or\n\n                           (c)      failure of Lycos to perform its obligations \nunder Section 5.1, or the occurrence of a breach under Section 5.2(b) which,\nunder Section 5.2(b) is deemed to be a breach of Lycos. \n\n                  17.2 REMEDIES. In the event of any Lycos Breach, SingTel shall\nbe entitled, at its election made by giving written notice thereof to Lycos, to\nselect either of the following remedies as its sole and exclusive remedy:\n\n                           (a)      recover from Lycos its provable contract \ndamages attributable to such breach; or\n\n                           (b)      require Lycos to purchase all of the \nordinary shares in the capital of the Company registered in the name of SingTel\nor any of its Affiliates as of the date of such \n\n\n\n\nwritten election notice (collectively, for purposes of Section 17.3, the\n\"SingTel Shares\") in accordance with the applicable provisions of Section 17.3.\n\n\n\n\n                  17.3     PURCHASE AND SALE OF SINGTEL SHARES.\n\n                           (a)      Upon written notice of election given by \nSingTel under Section 17.2 to require Lycos to purchase all of the SingTel\nShares (\"SingTel Sale Notice\"), SingTel shall be bound to sell to Lycos, and\nLycos shall be bound to purchase from SingTel, all of the SingTel Shares in\naccordance with the applicable provisions of this Section 17.3. The sale and\npurchase of the SingTel Shares shall be effected at a closing (the \"SingTel\nClosing\") to be held in Singapore at the registered office of SingTel at 3:00 pm\non the seventh (7th) Business Day after the SingTel Determination Date (as\ndefined below) or at such other place and time as the parties may agree in\nwriting.\n\n                           (b)      At the SingTel Closing, SingTel shall \ndeliver to Lycos duly executed transfer form(s) in relation to the transfer of\nthe SingTel Shares by SingTel to Lycos together with the relative share\ncertificates in respect of the SingTel Shares in exchange for receipt of the\nSingTel Purchase Price (as defined below) from Lycos, and Lycos shall pay to\nSingTel the SingTel Purchase Price by cashier's order or bank draft drawn on a\nlicensed bank in Singapore made payable to SingTel in exchange for receipt of\nsuch transfer form(s) and share certificates.\n\n                           (c)      Unless the parties otherwise agree on the \namount of the SingTel Purchase Price, the SingTel Shares shall be appraised by\nthree independent third party appraisers, each of whom shall have not less than\nten (10) years experience in appraising the value of private companies. Within\nthirty (30) days after the date on which Lycos receives the SingTel Sale Notice,\neach of Lycos and SingTel shall select one appraiser. The appraiser selected by\nLycos and the appraiser selected by SingTel shall select the third appraiser\nwithin twenty-one (21) days after the selection of an appraiser by each of Lycos\nand SingTel has been completed, except that if such appraisers are unable to\nagree on the third appraiser within such twenty-one (21) day period, either\nLycos or SingTel may make written request to the President for the time being of\nthe Singapore International Arbitration Centre (the \"President of SIAC\") to\nappoint the third appraiser, which appointment by The President of SIAC shall be\nbinding on Lycos and SingTel. Each appraiser shall present its appraisal report\nwithin forty-five (45) days after the selection of the third appraiser and shall\nexpress the appraised value of the SingTel Shares in Singapore Dollars. Any\nappraisal report not presented within such forty-five (45) day period shall be\ndisregarded. If three appraisal reports are timely presented, the two appraisal\nreports which are closest in amount shall be averaged (with the third appraisal\nreport being disregarded) and the resulting amount, which shall be expressed in\nSingapore Dollars, shall be the appraised value of the SingTel Shares, if two\nappraisal reports are timely presented, the two appraisal reports shall be\naveraged and the resulting amount, which shall be expressed in Singapore\nDollars, shall be the appraised value of the SingTel Shares, and if one\nappraisal report is timely presented, such report \n\n\n\n\nshall be the appraised value of the SingTel Shares (as so determined, the\n\"SingTel Appraised Value\"). The fees and costs of the appraiser selected by\nLycos shall be borne by Lycos, the fees and costs of the appraiser selected by\nSingTel shall be borne by SingTel, and the fees and costs of the appraiser\nappointed by such appraisers (or by The President of SIAC) shall be borne half\nby Lycos and half by SingTel. The date on which the SingTel Appraised Value is\ndetermined by completion of the procedure set forth in this paragraph (c) is\nreferred to in this Section 17.3 as the \"SingTel Determination Date.\"\n\n                           (d)      As used in this Section 17.3, \"SingTel \nPurchase Price\"means (i) the purchase price of the SingTel Shares as \ndetermined by the written agreement of the parties at any time prior to or on \nthe SingTel Determination Date, or, in the absence of such agreement, (ii) \nthe higher of (A) the amount of the capital contributions made by SingTel to \nthe Company during the period from the date of incorporation of the Company \nup to and including the date of the SingTel Sale Notice, not to exceed [***],\nor (B) an amount equal to [***] of the SingTel Appraised Value.\n\n\n\n         18. SINGTEL BREACH.\n\n                  18.1 SINGTEL BREACH. As used in this Agreement, \"SingTel\nBreach\" shall mean the occurrence of any of the following breaches of this\nAgreement, and the failure of SingTel to cure any such breach within sixty (60)\ndays after written notice of such breach is given by Lycos to SingTel:\n\n                           (a)      failure of SingTel to make any capital \ncontribution when and as required under Section 2.2 or Section 2.3 of this\nAgreement;\n\n                           (b)      failure of SingTel to perform its \nobligations under Section 5.1, or the occurrence of a breach under Section\n5.2(b) which, under Section 5.2(b) is deemed to be a breach of SingTel.\n\n                  18.2 REMEDIES. In the event of any SingTel Breach, Lycos shall\nbe entitled, at its election made by giving written notice thereof to SingTel,\nto select any of the following remedies as its sole and exclusive remedy:\n\n                           (a)      recover from SingTel its provable contract \ndamages attributable to such breach;\n\n                           (b)      dissolve the Company and, unless otherwise \nagreed between the parties, the Licensee Subsidiaries and the Licensee\nAffiliates, in which case, the Company and, unless otherwise agreed between the\nparties, all Licensee Subsidiaries and Licensee Affiliates shall be dissolved,\nand the parties, in their capacities as shareholders of the Company, shall\npromptly take all such actions as may be required to cause the Company and,\nunless otherwise agreed between the parties, the Licensee Subsidiaries and the\nLicensee Affiliates to expeditiously wind up their affairs and dissolve; or\n\n*** A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE SECURITIES AND EXCHANGE COMMISSION.\n\n\n\n                           (c)      require SingTel to sell to Lycos  all of the\nordinary shares in the capital of the Company registered in the name of SingTel\nor any of its Affiliates as of the date of such written election notice\n(collectively, for purposes of Section 18.3, the \"SingTel Shares\") in accordance\nwith the provisions of Section 18.3.\n\n                  18.3     PURCHASE AND SALE OF SINGTEL SHARES.\n\n                           (a)      Upon written notice of election given by \nLycos under Section 18.2 to require Singtel to sell to Lycos all of the SingTel\nShares (\"Lycos Election Notice\"), SingTel shall be bound to sell to Lycos, and\nLycos shall be bound to purchase from SingTel, all of the SingTel Shares in\naccordance with the applicable provisions of this Section 18.3. The sale and\npurchase of the SingTel Shares shall be effected at a closing (the \"Lycos\nClosing\") to be held in Singapore at the registered office of SingTel at 3:00 pm\non the seventh (7th) Business Day after the Lycos Determination Date (as defined\nbelow) or at such other place and time as the parties may agree in writing.\n\n                           (b) At the Lycos Closing, SingTel shall deliver to\nLycos duly executed transfer form(s) in relation to the transfer of the SingTel\nShares by SingTel to Lycos together with the relative share certificates in\nrespect of the SingTel Shares in exchange for receipt of the Lycos Purchase\nPrice (as defined below) from Lycos, and Lycos shall pay to SingTel the Lycos\nPurchase Price by cashier's order or bank draft drawn on a licensed bank in\nSingapore made payable to SingTel in exchange for receipt of such transfer\nform(s) and share certificates.\n\n                           (c)      Unless the parties otherwise agree on the \namount of the Lycos Purchase Price, the SingTel Shares shall be appraised by\nthree independent third party appraisers, each of whom shall have not less than\nten (10) years experience in appraising the value of private companies. Within\nthirty (30) days after the date on which Lycos receives the SingTel Sale Notice,\neach of Lycos and SingTel shall select one appraiser. The appraiser selected by\nLycos and the appraiser selected by SingTel shall select the third appraiser\nwithin twenty-one (21) days after the selection of an appraiser by each of Lycos\nand SingTel has been completed, except that if such appraisers are unable to\nagree on the third appraiser within such twenty-one (21) day period, either\nLycos or SingTel may make written request to The President of SIAC to appoint\nthe third appraiser, which appointment by The President of SIAC shall be binding\non Lycos and SingTel. Each appraiser shall present its appraisal report within\nforty-five (45) days after the selection of the third appraiser and shall\nexpress the appraised value of the SingTel Shares in Singapore Dollars. Any\nappraisal report not presented within such forty-five (45) day period shall be\ndisregarded. If three appraisal reports are timely presented, the two appraisal\nreports which are closest in amount shall be averaged (with the third appraisal\nreport being disregarded) and the resulting amount, which shall be expressed in\nSingapore Dollars, shall be the appraised value of the SingTel Shares, if two\nappaisal reports are timely presented, the two appraisal reports shall be\naveraged and the resulting amount, which shall be expressed in Singapore\nDollars, shall be the appraised value of the SingTel Shares, and if one\nappraisal report is timely presented, such report shall be the appraised value\nof the SingTel Shares (as so determined, the \"Lycos Appraised Value\"). The fees\nand costs of the appraiser selected by Lycos shall be borne by Lycos, the fees\nand costs of the appraiser selected by SingTel shall be borne by SingTel, and\n\n\n\n\n\nthe fees and costs of the appraiser appointed by such appraisers (or by The\nPresident of SIAC) shall be borne half by Lycos and half by SingTel. The date on\nwhich the Lycos Appraised Value is determined by completion of the procedure set\nforth in this paragraph (c) is referred to in this Section 18.3 as the \"Lycos\nDetermination Date.\"\n\n                           (d) As used in this Section 18.3, \"Lycos Purchase \nPrice\"means (i) the purchase price of the SingTel Shares as determined by the \nwritten agreement of the parties at any time prior to or on the Lycos \nDetermination Date, or, in the absence of such agreement, (ii) [***] of the\nLycos Appraised Value.\n\n         19.      RESTRICTIONS ON TRANSFER OF SHARES.\n\n                  19.1 GENERAL RESTRICTION ON TRANSFER OF SHARES. Except as\notherwise expressly provided in Section 17, 18, 19.2, 19.3 or Section 20,\nneither Lycos nor SingTel shall sell, assign or otherwise transfer any or all of\nits Shares or any interest therein.\n\n                  19.2 TRANSFER TO AFFILIATES. Subject to the following\nconditions, each of Lycos and SingTel shall have the right to transfer all (and\nnot some only) of its Shares to its Affiliates (any such Affiliate to which any\nsuch Shares are transferred, a \"Transferee Affiliate\"):\n\n                           (a)      Each such Transferee Affiliate shall assume \nby written agreement all of the transferor's obligations under this Agreement in\nrespect of the Shares transferred to such Transferee Affiliate, including\nwithout limitation the obligation to sell Shares in accordance with the\napplicable provisions of this Agreement.\n\n                           (b)      The Shares transferred to a Transferee \nAffiliate shall remain subject to all of the restrictions on transfer set forth\nin this Agreement.\n\n                           (c)      SingTel shall not transfer any Shares to any\nAffiliate of SingTel which at the time of transfer is a competitor of Lycos, and\nLycos shall not transfer any Shares to any Affiliate of Lycos which at the time\nof transfer is a competitor of the SingTel group. \n\n                           (d) If any Transferee Affiliate ceases to be an \nAffiliate of the original transferor, it shall be required to notify the \nother shareholders of the Company of same and shall be required to transfer \nall of its Shares to the original transferor, any such transfer being \nexpressly permitted under this Section 19.\n\n                  19.3 TRANSFER UPON ACQUISITION. Notwithstanding anything to\nthe contrary in this Agreement or the Articles, each of Lycos and SingTel shall\nhave the right to transfer all (and not some only) of its Shares in connection\nwith any merger or other transaction, regardless of its form, in which all or\nsubstantially all of the assets of such party are acquired, to the surviving,\nacquiring or resulting entity in any such transaction.\n\n\n         20.      SINGTEL RIGHT TO SELL SHARES.\n\n*** A CONFIDENTIAL PORTION OF MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE SECURITIES AND EXCHANGE COMMISSION.\n\n\n\n                  20.1 RIGHT TO SELL SHARES. Subject to the terms and conditions\nof this Section 20, SingTel shall have the right to sell all (but not less than\nall) of its Shares (for purposes of this Section 20, the \"SingTel Shares\").\n\n                  20.2 RESTRICTED PERIOD. Except for any sale of the SingTel\nShares to Lycos and any transfer to any of the SingTel Shares by SingTel to any\nTransferee Affiliate as permitted under Section 19.2, SingTel shall not sell any\nor all of the SingTel Shares during the period commencing from the date of this\nAgreement and ending on the later of (a) the second anniversary date of this\nAgreement or (b) the date on which SingTel completes its required capital\ncontributions to the Company under Sections 2.2 and 2.3 (the \"Restricted\nPeriod\").\n\n                  20.3 SALE NOTICE. In the event SingTel desires to sell all\n(but not less than all) of the SingTel Shares at any time after the expiration\nof the Restricted Period, SingTel shall give written notice thereof (for\npurposes of this Section 20, \"Sale Notice\") to Lycos in writing, and shall\nspecify in such Sale Notice the price at which SingTel is willing to sell the\nSingTel Shares, which shall be SingTel's best estimation of the fair market\nvalue of the SingTel Shares (for purposes of this Section 20, the \"Sale Notice\nOffering Price\"). The Sale Notice Offering Price shall be binding on SingTel for\nthirty (30) days after the Sale Notice is received by Lycos and shall lapse at\nthe expiration of such thirty (30) day period. SingTel shall not be entitled to\ngive more than one Sale Notice in any twenty-four (24) month period.\n\n                  20.4 NEGOTIATED SALE. Notwithstanding anything to the contrary\nin this Agreement, SingTel may at any time, whether before or after Lycos\nreceives any Sale Notice from SingTel, sell all (but not less than all) of the\nSingTel Shares (a) to Lycos on such terms and conditions as may be negotiated\nand agreed to between SingTel and Lycos, or (b) to a purchaser or purchasers\n(which may include Lycos or any of its Affiliates) approved by Lycos in writing,\non such terms and conditions as may be agreed to between SingTel and such\npurchaser or purchasers. In the event any purchase and sale of the SingTel\nShares is effected pursuant to this Section 20.4 after Lycos has received a Sale\nNotice from SingTel and before any other sale of the SingTel Shares contemplated\nby this Section 20, the provisions of this Section 20 shall thereupon cease to\napply and shall have no further force or effect.\n\n                  20.5 ELECTIVE SALE TO LYCOS. Lycos may, by giving written\nnotice (\"Election Notice\") to SingTel during the thirty (30) day period after\nthe date on which Lycos receives a Sale Notice from SingTel, elect to purchase\nthe SingTel Shares at the Sale Notice Offering Price. Any purchase and sale of\nthe SingTel Shares pursuant to this Section 20.5 shall be effected at a closing\n(the \"Election Sale Closing\") to be held in Singapore at the registered office\nof SingTel at 3:00 p.m. on the fourteenth (14th) Business Day after SingTel\nreceives the Election Notice, or at such other place and time as SingTel and\nLycos may agree in writing. In the event any purchase and sale of the SingTel\nShares is effected pursuant to this Section 20.5 at the Election Sale Closing,\nthe provisions of this Section 20 shall thereupon cease to apply and shall have\nno further force or effect.\n\n                  20.6 SALE TO LYCOS DESIGNEES. During the 270 day period after\nthe date on which Lycos receives a Sale Notice (the \"Lycos Designation Period\"),\nLycos shall have the right \n\n\n\n\nto enter into discussions with a third party or third parties regarding the\npurchase of the SingTel Shares by such third party or third parties, and SingTel\nshall be required from time to time, within five (5) Business Days after written\nrequest by Lycos, to specify the price at which SingTel is willing to sell the\nSingTel Shares, which price shall be SingTel's best estimation of the fair\nmarket value of the SingTel Shares, and, unless superseded by a price specified\nby SingTel in response to a subsequent written request by Lycos, shall be\nbinding on SingTel for thirty (30) days from the date on which such price is\nspecified to Lycos and shall (unless a Designation Notice (as defined below) is\ngiven by Lycos) lapse at the expiration of such thirty (30) day period (for\npurposes of this Section 20, such price, as revised in response to written\nrequests from Lycos from time to time, the \"SingTel Offering Price\"). Lycos may,\nby giving written notice (\"Designation Notice\") to SingTel during the Lycos\nDesignation Period, elect to require SingTel to sell the SingTel Shares at the\nSingTel Offering Price (as in effect at the time such Designation Notice is\ngiven by Lycos) to a purchaser or purchasers (which may include Lycos or any of\nits Affiliates) designated by Lycos in such Designation Notice. Any purchase and\nsale of the SingTel Shares pursuant to this Section 20.6 shall be effected at a\nclosing (the \"Designee Sale Closing\") to be held in Singapore at the registered\noffice of SingTel at 3:00 p.m. on the fourteenth (14th) Business Day after\nSingTel receives the Designation Notice, or at such other place and time as the\nparties may agree in writing. In the event any purchase and sale of the SingTel\nShares is effected pursuant to this Section 20.6 at the Designee Sale Closing,\nthe provisions of this Section 20 shall thereupon cease to apply and shall have\nno further force or effect.\n\n                  20.7 APPRAISAL. In the event that a purchase and sale of the\nSingTel Shares pursuant to Section 20.4, 20.5 or 20.6 does not occur during the\nLycos Designation Period, the value of the SingTel Shares shall be determined by\nappraisal in accordance with this Section 20.7. The SingTel Shares shall be\nappraised by three independent third party appraisers, each of whom shall have\nnot less than ten (10) years experience in appraising the value of private\ncompanies. Within thirty (30) days after the expiration of the Lycos Designation\nPeriod, each of Lycos and SingTel shall select one appraiser. The appraiser\nselected by Lycos and the appraiser selected by SingTel shall select the third\nappraiser within twenty-one (21) days after the selection of an appraiser by\neach of Lycos and SingTel has been completed, except that if such appraisers are\nunable to agree on the third appraiser within such twenty-one (21) day period,\neither Lycos or SingTel may make written request to The President of SIAC to\nappoint the third appraiser, which appointment by The President of SIAC shall be\nbinding on Lycos and SingTel. Each appraiser shall present its appraisal report\nwithin forty-five (45) days after the selection of the third appraiser and shall\nexpress the appraised value of the SingTel Shares in Singapore Dollars. Any\nappraisal report not presented within such forty-five (45) day period shall be\ndisregarded. If three appraisal reports are timely presented, the two appraisal\nreports which are closest in amount shall be averaged (with the third appraisal\nreport being disregarded) and the resulting amount, which shall be expressed in\nSingapore Dollars, shall be the appraised value of the SingTel Shares, if two\nappaisal reports are timely presented, the two appraisal reports shall be\naveraged and the resulting amount, which shall be expressed in Singapore\nDollars, shall be the appraised value of the SingTel Shares, and if one\nappraisal report is timely presented, such report shall be the appraised value\nof the SingTel Shares (as so determined, the \"Appraised Value\"). The fees and\ncosts of the appraiser selected by Lycos shall be borne by Lycos, the fees and\ncosts of the \n\n\n\n\nappraiser selected by SingTel shall be borne by SingTel, and the fees and costs\nof the appraiser appointed by such appraisers (or by The President of SIAC)\nshall be borne half by Lycos and half by SingTel. The date on which the\nAppraised Value is determined by completion of the procedure set forth in this\nSection 20.7 is referred to in this Section 20 as the \"Determination Date.\" In\nthe event that a purchase and sale of the SingTel Shares pursuant to Section\n20.6 occurs after the expiration of the Designation Period pursuant to a\nDesignation Notice given by Lycos during the Designation Period, the parties\nshall promptly discontinue the appraisal process commenced under this Section\n20.7.\n\n                  20.8 SALE TO LYCOS OR LYCOS DESIGNEE AT APPRAISED VALUE. In\nthe event that a purchase and sale of the SingTel Shares pursuant to Section\n20.4, 20.5 or 20.6 does not occur during the Lycos Designation Period, and a\npurchase and sale of the SingTel Shares does not occur after the expiration of\nthe Lycos Designation Period pursuant to a Designation Notice given within the\nDesignation Period, then, Lycos may, by giving written notice (\"Purchase\nNotice\") to SingTel during the period of fourteen (14) Business Days after the\nDetermination Date, elect to purchase the SingTel Shares, or require SingTel to\nsell the SingTel Shares to a purchaser or purchaser designated by Lycos (which\nmay include Lycos or any of its Affiliates), at the Appraised Value. Any\npurchase and sale of the SingTel Shares pursuant to this Section 20.8 shall be\neffected at a closing (the \"Appraised Value Closing\") to be held in Singapore at\nthe registered office of SingTel at 3:00 p.m. on the fourteenth (14th) Business\nDay after SingTel receives the Purchase Notice, or at such other place and time\nas the parties may agree in writing.\n\n                  20.9 SALE TO SINGTEL SELECTED THIRD PARTY. In the event that\nthe appraisal process is completed under Section 20.7 and either (a) Lycos does\nnot give a Purchase Notice pursuant to Section 20.8 during the period of\nfourteen (14) Business Days after the Determination Date, or (b) Lycos does give\na Purchase Notice pursuant to Section 20.8 during the period of fourteen (14)\nBusiness Days after the Determination Date but the Appraised Value Closing does\nnot occur on or before the date by which the Appraised Value Closing is required\nto occur under Section 20.8, then, until the expiration of 180 days after the\nDetermination Date (in the event clause (a) above applies) or the date by which\nthe Appraised Value Closing was required to occur (in the event clause (b) above\napplies) (as applicable, the \"Cut-Off Date\"), SingTel shall be free to sell the\nSingTel Shares to any third party selected by SingTel at a price no less than\nthe Appraised Value. In the event SingTel has not completed a sale of the\nSingTel Shares to a third party selected by SingTel at a price no less than the\nAppraised Value within 180 days after the Cut-Off Date, SingTel's rights to sell\nthe SingTel Shares shall thereupon again be subject to all of the requirements\nof this Section 20.\n\n                  20.10 CLOSING. At any closing held pursuant to any of the\nprovisions of this Section 20, SingTel shall deliver to the purchaser or\npurchasers duly executed transfer form(s) for, and share certificates in respect\nof, the SingTel Shares in exchange for receipt of the purchase price therefor,\nwhich shall be payable by cashier's order or bank draft drawn on a licensed bank\nin Singapore made payable to SingTel.\n\n                  20.11 ADJUSTMENT OF TERRITORY. If at the time of any closing\nheld pursuant to any of the provisions of this Section 20 the Company has not\ninitiated the Service in any country of \n\n\n\n\nthe Territory, such country shall be excluded from the Territory and from the\nbusiness of the Company and the parties shall take such steps as may be\nnecessary to cause the Lycos License Agreements to be terminated with respect to\nany such country.\n\n         21.      MISCELLANEOUS.\n\n                  21.1 BROKERS. Each of Lycos and SingTel shall hold the other\nharmless from any claims, liabilities or damages relating to any commissions or\nfees claimed by any broker or finder by reason of any engagement or relationship\nof such broker or finder by or with Lycos or SingTel, respectively.\n\n                  21.2 NOTICES. Any notice, request, demand, approval or consent\nrequired or permitted under this Agreement shall be in writing and shall be\neffective upon actual receipt when delivered by (a) registered mail, postage\nprepaid, return receipt requested, (b) personal delivery, (c) an overnight\ncourier of recognized reputation (such as DHL or Federal Express), or (d)\ntransmission by facsimile (with confirmation by mail), in each case addressed as\nfollows:\n\n                           If to Lycos:       Lycos, Inc.\n                                              400-2 Totten Pond Road\n                                              Waltham, MA 02451, U.S.A.\n                                              Attention:      General Counsel\n                                              Telephone:      (781) 370-2700\n                                              Facsimile:      (781) 370-2600\n\n                           With a copy to:    Coudert Brothers\n                                              1055 West 7th Street, 20th Floor\n                                              Los Angeles, CA 90017, U.S.A.\n                                              Attention:      Richard G. Wallace\n                                              Telephone:      (213) 688-9088\n                                              Facsimile:      (213) 689-4467\n\n\n\n\n\n                           If to SingTel:     Singapore Telecommunications \n                                              Limited\n                                              31 Exeter Road, #18-00 Comcentre\n                                              Singapore 239732\n                                              Attention:      Vice President\n                                                          (Business Development)\n                                              Telephone:      (65) 838-3388\n                                              Facsimile:      (65) 235-4566\n\n                                       and\n\n\n\n                                              Attention:      Company Secretary\n                                              Telephone:      (65) 838-3388\n                                              Facsimile:      (65) 732-8426\n\nAny party may change its address or facsimile number for notice purposes by\nnotice given to the other parties in accordance with this Section 21.2.\n\n                  21.3 ASSIGNMENT. Neither party's rights, duties or\nresponsibilities under this Agreement may be assigned, delegated or otherwise\ntransferred in any manner, without the prior written consent of the other party.\nNotwithstanding the foregoing, no such consent shall be required in connection\nwith the assignment, delegation or other transfer of any such rights, duties or\nresponsibilities (a) by a party to any Affiliate, (b) in connection with any\nmerger or other transaction, regardless of its form, in which all or\nsubstantially all of the assets of either party are acquired, or (c) in\nconnection with the sale of all of the shares of SingTel and its Affiliates in\nthe share capital of the Company pursuant to Section 20 to a party other than\nLycos, provided that such party shall assume all of the obligations of SingTel\nunder this Agreement. In the event of any assignment permitted under this\nSection 21.3, the parties shall enter into such novation agreements as may be\nnecessary to properly give effect to such assignment.\n\n                  21.4 ENTIRE AGREEMENT. This Agreement, including the exhibits\nreferred to herein, which are hereby incorporated in and made a part of this\nAgreement, constitutes the entire contract among the parties with respect to the\nsubject matter covered by this Agreement. This Agreement supersedes all previous\nletters of intent, agreements and understandings, if any, by and among the\nparties with respect to the subject matter covered by this Agreement. This\nAgreement may not be amended, changed or modified except by a writing duly\nexecuted by the parties hereto.\n\n                  21.5 SEVERABILITY. If any provision of this Agreement is held\nby a court of competent jurisdiction to be unenforceable, invalid or void in any\nrespect, no other provision of this Agreement shall be affected thereby, all\nother provisions of this Agreement shall nevertheless be carried into effect and\nthe parties shall amend this Agreement to modify the unenforceable, invalid or\nvoid provision to give effect to the intentions of the parties to the extent\npossible in a manner which is valid and enforceable.\n\n                  21.6 REMEDIES AND WAIVERS. All rights and remedies of the\nparties are separate and cumulative, and no one of them, whether exercised or\nnot, shall be deemed to be to the exclusion of or to limit or prejudice any\nother rights or remedies which the parties may have. The parties shall not be\ndeemed to waive any of their rights or remedies under this Agreement, unless\nsuch waiver is in writing and signed by the party to be bound. No delay or\nomission on the part of any party in exercising any right or remedy shall\noperate as a waiver of such right or remedy or any other right or remedy. A\nwaiver on any one occasion shall not be construed as a bar to or waiver of any\nright or remedy on any future occasion.\n\n                  21.7 ARBITRATION. In the event any dispute arises between\nLycos and SingTel with respect to any matter arising out of or relating to this\nAgreement which cannot be amicably \n\n\n\nresolved, such dispute shall be submitted to the London Court of International\nArbitration for binding arbitration in accordance with the UNCITRAL arbitration\nrules as then in effect. The arbitration shall be conducted in the English\nlanguage, and shall be held in London, England. Any arbitration award rendered\nin any such arbitration proceeding may be entered in and enforced by any court\nof competent jurisdiction. Nothing contained in this Section 21.7 shall prevent\nor be construed to prevent either party from seeking a temporary restraining\norder or a preliminary or permanent injunction or any other form of interim,\nprovisional or equitable relief in any court of competent jurisdiction.\n\n                  21.8 GOVERNING LAW, CONSENT TO JURISDICTION, ETC. This\nAgreement shall be governed by, and interpreted in accordance with, the laws of\nSingapore except that each party shall have the right in its capacity as a\ndisclosing party to enforce the provisions of Section 15 under either the laws\nof the State of Massachusetts or the laws of Singapore. For all purposes\nrelating to this Agreement, the parties shall submit to the non-exclusive\njurisdiction of the Courts of Singapore, and for the purposes specified above\nrelating to the provisions of Section 15, the parties shall submit to the\nnon-exclusive jurisdiction of the Courts of Singapore and the federal and state\ncourts located in the State of Massachusetts provided that in any matter brought\nbefore the federal and state courts located in the State of Massachusetts the\nparties irrevocably waive all rights to a jury trial.\n\n                  21.9 HEADINGS. The headings contained in this Agreement are\nfor convenience only and are not a part of this Agreement, and do not in any way\ninterpret, limit or amplify the scope, extent or intent of this Agreement, or\nany of the provisions of this Agreement.\n\n                  21.10 COUNTERPARTS AND FACSIMILE. This Agreement may be\nexecuted in counterparts, each of which shall constitute an original, but all of\nwhich together shall constitute one and the same agreement. Transmission of\nfacsimile copies of signed original signature pages of this Agreement shall have\nthe same effect as delivery of the signed originals.\n\n                  21.11 CONTROLLING LANGUAGE. This Agreement has been prepared,\nnegotiated and signed in English, and English is the controlling language of\nthis Agreement.\n\n                  21.12 PRESS RELEASES. Neither Lycos nor SingTel shall issue\nany press releases or publicity statements relating to this Agreement, the\ntransactions contemplated by this Agreement or the business of the Company\nwithout the prior written approval of the other, which approval shall not be\nunreasonably withheld or delayed, except that each of Lycos and SingTel shall be\npermitted to issue any press releases or publicity statements (whether or not\napproved by the other) to the extent required by any securities laws or\nregulations applicable to Lycos or SingTel, respectively.\n\n                  21.13 BINDING EFFECT. Subject to Section 21.3, this Agreement\nshall be binding upon and shall inure to the benefit of the parties and their\nrespective successors and assigns.\n\n\n\n                  21.14 AFFILIATES. \"Affiliate\" shall mean, as to either party,\nany person or entity that, directly or indirectly, controls, is under common\ncontrol with, or is controlled by, such party, where such control is by the\npower, directly or indirectly, to direct or cause the direction of the\nmanagement and policies of such person or entity, whether through the ownership\nof voting securities, by contract or otherwise; provided, however, that the\nCompany and any corporation or other entity directly or indirectly owned or\ncontrolled by the Company shall not be an \"Affiliate\" of either party as such\nterm is used in this Agreement; and provided further that the term \"Affiliate\"\nshall not include a person or entity in which either party has an interest\ncoupled with the right to veto specific matters concerning such person or entity\nbut which such party does not otherwise control.\n\n         IN WITNESS WHEREOF, the parties have executed this Agreement as of the\ndate first above written.\n\n                    LYCOS, INC.,\n                    a corporation organized under the laws of\n                    Delaware, USA\n                    \/s\/ Edward M. Philip\n                    ----------------------------\n                    By: Edward M. Philip\n                    Its: Chief Operating Officer\n\n                    SINGAPORE TELECOMMUNICATIONS LIMITED,\n                    a corporation organized under the laws of\n                    Singapore\n                    \/s\/ Mary Ong\n                    ----------------------------\n                    By: Mary Ong\n                    Its: Vice President of Business Development\n\n\n                                LIST OF EXHIBITS\n\nEXHIBIT A: Capital Contribution Schedule\nEXHIBIT B: Local Searchservice Agreement\nEXHIBIT C: Tripod Agreement\n\n\n\n                                   EXHIBIT A\n                           CAPITAL CONTRIBUTION SCHEDULE\n\n[A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]\n\n\n                                                                  Exhibit 10.27\n\n                                    EXHIBIT B\n                                LICENSE AGREEMENT\n\n         THIS LICENSE AGREEMENT (this \"Agreement\") is made and entered into as\nof _____________, 1999 by and between LYCOS, INC., a corporation organized under\nthe laws of the State of Delaware, United States of America (\"Lycos\"), and LYCOS\nASIA PTE LTD, a corporation organized under the laws of Singapore (\"Licensee\").\n\n                                    RECITALS\n\n         A. Lycos owns or licenses from third parties certain rights relating to\nthe Lycos Searchservice (as defined below).\n\n         B. Licensee desires to offer local versions of the Lycos Searchservice\nin the various countries in the Territory (as defined below), as customized for\nthe market in each such country.\n\n         C. On the terms and subject to the conditions hereafter set forth,\nLicensee desires to obtain from Lycos, and Lycos is willing to grant to\nLicensee, the rights and licenses described below.\n\n         NOW THEREFORE, in consideration of the mutual covenants contained\nherein, and for other valuable consideration received, the receipt and\nsufficiency of which are hereby acknowledged, the parties agree as follows:\n\n         1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms\nhave the meanings set forth below:\n\n                  \"Additional Properties shall mean, as to Lycos or any of its\nAffiliates, any service or feature from time to time offered by Lycos at or by\nany Affiliate of Lycos at a web site linked to on a networked basis (other than\nMyLycos, Tripod, MailCity or any search, navigation and directory service\noffered by Lycos under the \"Lycos\" brand name,) which Lycos or such Affiliate is\nfree to license to third parties.\n\n                  \"Affiliate\" shall mean, as to any Person, any other Person\nthat, directly or indirectly, controls, is under common control with, or is\ncontrolled by, such Person, where such control is through the ownership of\nvoting securities, except that, in any event, a Licensee Affiliate shall not\nconstitute an Affiliate of Lycos or SingTel for any purpose under this Agreement\nand any third party which may hereafter acquire control of Lycos shall not\nconstitute an Affiliate of Lycos for any purpose under this Agreement.\n\n                  \"Commercial Readiness\" shall mean, with respect to any Local\nSearchservice, the performance of such Local Searchservice at a performance\nlevel commensurate with the performance of the Lycos Searchservice.\n\n\n                  \"Derivative Works\" shall mean all Enhancements which are\n\"derivative works,\" as such term is defined in the U.S. Copyright Act (17 U.S.C.\nSection 101 et seq.).\n                  \"Directory Software\" shall mean all computer software used by\nLycos as of the date of this Agreement in connection with the Lycos\nSearchservice, and performing the functionality described in the attached\nEXHIBIT A.\n\n                  \"Enhancements\" shall mean all enhancements, improvements,\nadditions or modifications to the Local Catalogs, the Local Directories, the\nLycos Catalog, the Lycos Directories, the Licensed Software, the Licensed\nProperty or the Local Searchservices, of whatever type or nature, whether\ncreated or developed solely by Lycos or its Affiliates, agents, consultants or\nindependent contractors, solely by Licensee or its Affiliates, agents,\nconsultants or independent contractors, or jointly by Lycos or its Affiliates,\nagents, consultants or independent contractors, on one hand, and Licensee or its\nAffiliates, agents, consultants or independent contractors, on the other hand.\n\n                  \"Effective Date\" shall mean the date of this Agreement as set\nforth in the preamble hereof.\n\n                  \"Internet\" shall mean the global computer network comprised of\nmultiple interconnected computer networks commonly and collectively referred to\nas the \"internet,\" as the same may exist from time to time.\n\n                  \"Initial Chinese Version\" shall mean the first Local Catalogs\nmade available by Lycos to Licensee in either traditional Chinese language or\nsimplified Chinese language, and the Licensed Software relevant to such Local\nCatalog.\n\n                  \"Initial English Version\" shall mean the first Local Catalog\nmade available by Lycos to Licensee in the English language, and the Licensed\nSoftware relevant to such Local Catalog.\n\n                  \"Initial Local Catalogs\" shall mean Local Catalogs in English,\ntraditional Chinese and simplified Chinese, for use in the Tier One Countries.\n\n                  \"Initial Local Searchservices\" shall mean Local Searchservices\nin English, traditional Chinese and simplified Chinese, for use in the Tier One\nCountries.\n\n                  \"Joint Enhancements\" shall mean any Enhancements which are not\nDerivative Works and which are created or developed jointly by Lycos or its\nAffiliates, agents, consultants or independent contractors, on one hand, and\nLicensee or its Affiliates, agents, consultants or independent contractors, on\nthe other hand.\n\n                  \"Joint Venture Agreement\" shall mean the Joint Venture\nAgreement dated as of September __, 1999 by and between Lycos and SingTel.\n\n\n                  \"Licensed Brands\" shall mean the brand names, logos and word\nphrases listed in the attached EXHIBIT B, and any other brand names, logos and\nword phrases which Lycos hereafter uses specifically in connection with the\nLycos Searchservice, to the extent such brand names, logos or word phrases are\nnot registered as trademarks or service marks in countries in the Territory.\n\n                  \"Licensed Marks\" shall mean the registered trademarks and\nservice marks listed in the attached EXHIBIT B, and any other brand name, logo\nor word phrase hereafter used by Lycos specifically in connection with the Lycos\nSearchservice (including without limitation any Licensed Brand) and registered\nby Lycos (or a third party which grants Lycos the right to use or grant licenses\nto use any such other brand name, logo or word phrase) as a trademark or service\nmark in any country in the Territory.\n\n                  \"Licensed Property\" shall mean the Licensed Technology and all\nrights in patents, copyright, proprietary information or other intellectual\nproperty recognizable under applicable law in the Territory derived from or\npertaining to the Local Catalogs, the Lycos Catalog, the Lycos Directory, the\nLicensed Software, the Licensed Technology, the Local Searchservices or the\nLycos Enhancements, EXCLUDING, HOWEVER, any of the foregoing relating to\nweb-crawler or spider technology used to index and catalog web sites on the\nInternet.\n\n                  \"Licensed Software\" shall mean the Lycos Software and the\nDirectory Software, enabled as necessary to handle double-byte characters, and\nall relevant application programming interfaces, as the Lycos Software, the\nDirectory Software and the relevant application programming interfaces are\nmodified or supplemented to support the Local Searchservices, and as thereafter\nmodified, supplemented, updated or replaced (by software developed by Lycos)\nfrom time to time.\n\n                  \"Licensed Technology\" shall mean all inventions, ideas,\nknowhow, expertise, trade secrets and proprietary information now or hereafter\nused by Lycos in connection with the Licensed Software, EXCLUDING, HOWEVER, any\nof the foregoing relating to web-crawler or spider technology used to index and\ncatalog web sites on the Internet.\n\n                  \"Licensee Affiliate\" shall mean a corporation or other entity\nof which Licensee owns, directly or indirectly, at least 50% of all of the\nissued and outstanding shares or other voting ownership interests, and which has\nbeen established pursuant to, and in compliance with the applicable requirements\nof, the Joint Venture Agreement.\n\n                  \"Licensee Enhancements\" shall mean any Enhancements, including\ncompilations, which (a) are not Derivative Works, and (b) are created or\ndeveloped solely by Licensee or its Affiliates, agents, consultants or\nindependent contractors (other than Lycos) without breaching any provision of\nthis Agreement, including without limitation all Local Directories and all local\ncontent created or generated solely by Licensee or any Licensee Affiliate.\n\n\n                  \"Local Catalog\" shall mean, with respect to a country in the\nTerritory, one or more local versions of the Lycos Catalog, in English and\/or in\na principal language of such country, each version of which consists of URLs in\nthe language of such version drawn from such country or a group of countries in\nthe Territory as well as (to a lesser extent) from countries outside the\nTerritory, as such database is modified, supplemented, replaced or updated from\ntime to time, and \"Local Catalogs\" shall mean, collectively, all of the Local\nCatalogs for the various countries in the Territory.\n\n                  \"Local Directory\" shall mean, with respect to a country in the\nTerritory, a local version of the Lycos Directory, compiled and edited by\nLicensee specifically for such country, as such local version is modified,\nsupplemented, replaced or updated from time to time, and \"Local Directories\"\nshall mean, collectively, all of the Local Directories for the various countries\nin the Territory.\n\n                  \"Local Searchservice\" shall mean, with respect to a country in\nthe Territory, one or more local versions of the Lycos Searchservice, as\ncustomized for such country and in the same language or languages as the Local\nCatalog with respect to such country, and \"Local Searchservices\" shall mean,\ncollectively, all of the Local Searchservices for the various countries in the\nTerritory.\n\n                  \"Local Site\" shall mean, with respect to a country in the\nTerritory, the Internet site or sites through which the Local Searchservice for\nsuch country is from time to time made available to users, the domain name for\nwhich Local Site shall include the name \"Lycos\" and the appropriate country\ndesignation for such country, and \"Local Sites\" shall mean, collectively, all of\nthe Local Sites for the various countries in the Territory.\n\n                  \"Lycos Catalog\" shall mean the database compiled by Lycos and\naccessed through the search engine providing the search function of the Lycos\nSearchservice, as such database is modified, supplemented, replaced or updated\nfrom time to time.\n\n                  \"Lycos Directory\" shall mean the directory compiled and edited\nby or for Lycos from the Lycos Catalog, as such directory is modified,\nsupplemented, replaced or updated from time to time.\n\n                  \"Lycos Enhancements\" shall mean any Enhancements which are (a)\nDerivative Works, or (b) created or developed solely by Lycos or its Affiliates,\nagents, consultants or independent contractors.\n\n                  \"Lycos Searchservice\" shall mean the search service offered by\nLycos on the Internet at www.lycos.com, through a search engine used to access\nthe Lycos Catalog, which provides to the user information regarding Internet\nsites relevant to the user's search request.\n\n                  \"Lycos Software\" shall mean all computer software used by\nLycos as of the date of this Agreement to operate and maintain the Lycos\nSearchservice, and performing the \n\n\n\n\n\nfunctionality described in the attached EXHIBIT A, EXCLUDING, HOWEVER, any\nsoftware relating to web-crawler or spider technology used to index and catalog\nweb sites on the Internet.\n\n                  \"Person\" shall mean a natural person, sole proprietorship,\ncorporation, general partnership, limited partnership, limited liability\npartnership, limited liability company, joint venture, unincorporated\norganization, joint stock company, trust, estate, Regulatory Body or other\nentity.\n\n                  \"Regulatory Body\" shall mean any national, state, municipal,\nlocal or other governmental body or authority, or any quasi-governmental or\nprivate body exercising any regulatory authority, including any subdivision or\nagency thereof.\n\n                  \"Roll-Out Schedule\" shall mean the roll-out schedule\nestablished pursuant to Section 11.1(a).\n\n                  \"Searchservice\" shall mean a search service offered on the\nInternet, through a search engine used to access a database of Internet sites,\nwhich provides to the user information regarding Internet sites relevant to the\nuser's search request.\n\n                  \"SingTel\" shall mean Singapore Telecommunications Limited, a\ncorporation organized under the laws of Singapore.\n\n                  \"Staging Period\" shall mean, with respect to any Local\nSearchservice, the period commencing from the date Lycos makes the Local\nCatalogs and the Licensed Software for such Local Searchservice available to\nLicensee under Section 6.1 and ending upon the determination of the parties\nunder Section 6.2 that such Local Searchservice has achieved Commercial\nReadiness.\n\n                  \"Territory\" shall mean the Tier One Countries, the Tier Two\nCountries and the Tier Three Countries.\n\n                  \"Third Party Properties\" shall mean, as to any party other\nthan Lycos or any of its Affiliates, any service or feature from time to time\noffered by such party at an Internet site.\n\n                  \"Tier One Countries\" shall mean Singapore, Hong Kong, Peoples'\nRepublic of China, Taiwan, Malaysia and India.\n\n                  \"Tier Two Countries\" shall mean Thailand, Philippines and\nBrunei.\n\n                  \"Tier Three Countries\" shall mean Indonesia, Vietnam, Laos,\nMyanmar and Cambodia.\n\n         2. LICENSE.\n\n\n                  2.1 GRANT OF LICENSE. On the terms and subject to the\nconditions of this Agreement, Lycos hereby grants to Licensee the following\nrights and licenses:\n\n                           (a) the exclusive right and license to provide,\noperate and maintain the Local Searchservice for each country in the Territory\nat the Local Site for such country;\n\n                           (b) the exclusive right and license to market,\npromote and otherwise exploit, in each country in the Territory, the Local\nSearchservice for such country offered at the Local Site for such country;\n\n                           (c) the exclusive right and license to do the\nfollowing in connection with, and only in connection with, providing, operating\nand maintaining the Local Searchservice for each country in the Territory at the\nLocal Site for such country:\n\n                                    (i) use, store, process, reformat, retrieve\nand transmit the Local Catalogs and the Lycos Catalog, or any portion thereof,\nand allow users of such Local Searchservices to download from the Local Catalogs\nand the Lycos Catalog to the user's computer hard drive or onto a separate disk;\n\n                                    (ii) compile and edit the Local Directories\nfrom the Local Catalogs, and select, design and provide local content for, and\nincorporate such local content into, each of the Local Searchservices, the Local\nDirectories and the Local Catalogs;\n\n                                    (iii) market and sell, and attach and place\nadvertising content, materials and displays on, and\/or linked to, the Internet\nwebpages of the Local Searchservices and\/or Local Directories, including without\nlimitation banners, still and\/or animated displays, java applets or displays,\nhyperlinked material, and audio and\/or video material, whether for a fee or\notherwise, for the purposes of advertising and promoting any goods and\/or\nservices of Licensee or any third party;\n\n                                    (iv) use the Local Catalogs, the Lycos\nCatalog, the Lycos Directory, the Licensed Brands, the Licensed Property and the\nLycos Enhancements; and\n\n                                    (v) use the Licensed Marks in the countries\nin the Territory where such Licensed Marks are registered as trademarks.\n\n                  2.2 EXCLUSIVITY. The rights and licenses granted under Section\n2.1 are \"exclusive\" to the extent provided in this Section 2.2. Lycos shall not,\nduring the term of this Agreement, grant to any third party, or itself exercise\n(other than for the benefit of Licensee), any right or license granted under\nSection 2.1 or any right or license to offer, operate or maintain any\nSearchservice offered under the brand name \"Lycos\" at a web site including a\ncountry designation for any country in the Territory or at any other website\nwhich specifically targets residents in any country in the Territory. Licensee\nacknowledges that, except as otherwise expressly provided in this Section 2.2,\nLycos is free to use or license the Local Catalogs, the \n\n\n\n\nLycos Catalog, the Lycos Directory, the Licensed Brands, the Licensed Marks, the\nLicensed Property and the Lycos Enhancements.\n\n                  2.3 RESTRICTIONS ON TRANSFER. Except as expressly permitted\npursuant to and in accordance with Section 2.4, Licensee shall have no right to\nsell, assign, sublicense or otherwise transfer, whether voluntarily or\ninvoluntarily, any of the rights and license granted under Section 2.1.\n\n                  2.4 SUBLICENSING.\n\n                           (a) Subject to Section 2.4(b), Licensee shall have\nthe right to grant sublicenses under this Agreement for one or more countries in\nthe Territory to a Licensee Affiliate established to exploit such country or\ncountries (or, where applicable local law would prevent Licensee from directly\nor through a Licensee Affiliate exploiting any country or countries in the\nTerritory, to a locally owned or controlled sublicensee located in such country\nor countries and reasonably acceptable to Lycos) without any obligation to pay\nLycos any additional or increased royalty to Lycos by reason of any such\nsublicense.\n\n                           (b) Lycos shall have the right to approve all of the\nterms and conditions on which any sublicense is granted by Licensee to a\nsublicensee, which approval shall not be unreasonably withheld. Any sublicense\ngranted by Licensee to a sublicensee shall be granted pursuant to a written\nsublicense agreement in form and substance acceptable to Lycos.\n\n         3. DOMAIN NAMES.\n\n                  3.1 OWNERSHIP OF DOMAIN NAMES. To the extent permitted under\napplicable local law and regulation, Licensee shall be the owner, for the\nultimate benefit of Lycos, of domain names which include the name \"Lycos\" and\nwhich are the domain names of websites at which Licensee offers the Local\nSearchservices (\"Lycos Domain Names\"). In the event Licensee is at any time not\npermitted under applicable local law and regulation to be the owner of any Lycos\nDomain Name, then a third party acceptable to Lycos and Licensee and permitted\nunder applicable local law and regulation to be the owner of such Lycos Domain\nName shall be designated to hold ownership of such Lycos Domain Name for the\nbenefit of Licensee, and for the ultimate benefit of Lycos. Before any such\nLycos Domain Name is registered in the name of Licensee or any third party,\nLicensee and\/or such third party, as applicable, shall execute and deliver to\nLycos such instruments or documents as Lycos may reasonably require to assure to\nLycos its ultimate beneficial interest in such Lycos Domain Name. For the\navoidance of doubt, for so long as Lycos or an Affiliate of Lycos is a\nshareholder of Licensee, Licensee shall have the right to use any Lycos Domain\nNames without charge, other than payment of registration and maintenance fees.\nFurther, Licensee shall, as absolute owner, own all right, title and interest\nin, to and under all domain names (other than Lycos Domain Names) for all\nwebsites established and operated by the Licensee.\n\n                  3.2 AVAILABILITY OF DOMAIN NAMES. Lycos makes no assurance or\nrepresentation that the domain name comprised of \"www.lycos\" and the appropriate\ncountry \n\n\n\n\ndesignation is or will be available for any particular country in the Territory.\nIn the event the domain name comprised of \"www.lycos\" and the appropriate\ncountry designation for any particular country in the Territory is not available\nat the time of the initial commercial launch of the Local Searchservice for such\ncountry, Lycos and Licensee shall, by mutual agreement, select a domain name for\nsuch country which includes the name \"Lycos\" in combination with other letters\nor words. Lycos shall use reasonable commercial efforts to procure for Licensee\nregistration of domain names comprised of \"www.lycos\" and the appropriate\ncountry designation for any country in the Territory which have been registered\nby third parties, provided that Lycos shall not be required to commence\nlitigation against any such third party or to make any payment to any such third\nparty in an amount which Lycos considers to be unreasonable under the\ncircumstances.\n\n         4. CATALOGS. Lycos shall provide and update the Local Catalogs, and be\nsolely responsible for compiling, maintaining and updating the Lycos Catalog.\nLicensee shall not, without the prior written approval of Lycos in each\ninstance, modify or change the Lycos Catalog in any respect. Lycos shall make\nthe Local Catalogs and the Lycos Catalog available as provided in Section 6, and\nshall update the Local Catalogs and the Lycos Catalog as provided in Section\n10.1.\n\n         5. LICENSED SOFTWARE. Lycos shall be solely responsible for (a) making\nany modifications or changes to the Lycos Software which may be necessary to\ndevelop or create Licensed Software capable of supporting the Local\nSearchservices, (b) updating the Licensed Software, and (c) maintaining and\nsupporting, at Licensee's cost and expense (except as otherwise expressly\nprovided herein), the Licensed Software. Licensee shall not, without the prior\nwritten approval of Lycos in each instance, modify or change the Licensed\nSoftware in any respect. Lycos shall initially make the Licensed Software for\nany Local Searchservice available as provided in Section 6.1 and shall update\nthe Licensed Software as provided in Section 10.2.\n\n         6. INITIAL STAGING, TESTING, PROBLEM RESOLUTION, COMMERCIAL READINESS\nAND LAUNCH.\n\n                  6.1 INITIAL STAGING. Within sixty (60) days after the\nEffective Date, Lycos shall make the Initial Local Catalogs, the Lycos Catalog\nand the Licensed Software, each as then existing, for the Initial Local\nSearchservices available for use on a staging server located in the United\nStates, and shall inform Licensee how to access the Initial Local Catalogs, the\nLycos Catalog and the Licensed Software for the Initial Local Searchservices on\nsuch staging server. Thereafter from time to time in accordance with the\nRoll-Out Schedule, Lycos shall make the Local Catalog, the Lycos Catalog and the\nLicensed Software, each as then existing, for other Local Searchservices\navailable for use on a staging server located in the United States, and shall\ninform Licensee how to access the Local Catalog, the Lycos Catalog and the\nLicensed Software for such Local Searchservices on such staging server.\n\n                  6.2 TESTING, PROBLEM RESOLUTION AND COMMERCIAL READINESS.\nDuring the Staging Period for any Local Searchservice, Lycos and Licensee shall\nconduct such tests of the Local Catalogs, the Lycos Catalog and the Licensed\nSoftware for such Local Searchservice as either party deems necessary or\ndesirable, and Lycos shall, at Lycos's expense, use reasonable \n\n\n\n\ncommercial efforts to resolve any material performance issues with respect to\nthe Local Catalogs, the Lycos Catalog and the Licensed Software for such Local\nSearchservice as may be identified by Lycos or as may be identified by Licensee\nand communicated by Licensee to Lycos. When any Local Searchservice has achieved\nCommercial Readiness, as jointly determined by Lycos and Licensee in their\nreasonable commercial judgment, the Staging Period for such Local Searchservice\nshall terminate. In the event that, notwithstanding the good faith efforts of\nthe parties, the parties have not jointly determined within 180 days after the\nEffective Date that the Initial English Version and the Initial Chinese Version\nhave achieved Commercial Readiness, either party may terminate this Agreement by\nwritten notice to the other.\n\n                  6.3 INITIAL PUBLIC ACCESS AND LAUNCH. Upon termination of the\nStaging Period with respect to any Local Searchservice by joint determination of\nthe parties that such Local Searchservice has achieved Commercial Readiness,\nLycos shall make the Local Catalog, the Lycos Catalog and the Licensed Software,\neach as then existing, for such Local Searchservice available for use on the\nservers which will be used to support the appropriate Local Site, either by\ninstallation thereon if such servers are then located in the United States or by\ntransmission to Licensee by File Transfer Protocol or Federal Express, as Lycos\nmay determine in its discretion, if such servers are then located outside the\nUnited States. Within sixty (60) days after Lycos has completed such\ninstallation or transmission to Licensee, Licensee shall announce to the public\nthe commencement of such Local Searchservice at the appropriate Local Site,\nmaking due allowance for the development of a well-considered plan for the\ncommercial launch and initial marketing of such Local Searchservice.\n\n         7. LOCAL CONTENT AND LOCALIZATION.\n\n                  7.1 LOCAL CONTENT. Licensee acknowledges that the displayable\ncontent available through access to the Local Catalog, the Lycos Catalog and the\nLicensed Software for any Local Searchservice will be limited to the content of\nthe Local Catalog and the Lycos Catalog and displays relating directly to\nnavigation, search and directory functions. Licensee shall design and develop\nlocal content, including both information and advertising, customized for the\nmarket in each country in the Territory and combine such local content with the\ndisplayable content available through access to the Local Catalog, the Lycos\nCatalog and the Licensed Software for each Local Searchservice, all in a manner\nand format substantially similar to the Lycos Searchservice.\n\n                  7.2 LOCALIZATION. Licensee shall be responsible, at its\nexpense, for all translation and other localization work (other than\nmodification of the Local Catalogs, the Lycos Catalog and the Licensed Software)\nrequired in order to develop the Local Searchservices.\n\n         8. TRANSFER OF OPERATIONS.\n\n                  8.1 INITIAL OPERATIONS. Initially, Lycos shall operate and\nmaintain the Local Searchservices for Licensee using dedicated equipment\npurchased or leased by Licensee and installed and located in the United States.\nLicensee shall reimburse Lycos for all reasonable costs (including indirect\ncosts and overhead) reasonably incurred by Lycos in operating and maintaining\nthe Local Searchservices for Licensee, including without limitation costs\nincurred in preparing to commence such operation and \n\n\n\n\nmaintenance, but excluding all costs expressly agreed to be borne by Lycos under\nthis Agreement.\n\n                  8.2 TRANSFER OF OPERATIONS. When and as feasible, as\ndetermined and agreed by Lycos and Licensee, Lycos shall transfer the operation\nand maintenance of the Local Searchservices from Lycos to Licensee, and, in\nconnection with such transfer, the equipment referred to in Section 8.1 shall be\nshipped by Lycos, at Licensee's expense, to a site in the Territory as\ndetermined by mutual agreement between Lycos and Licensee.\n\n         9. TRAINING AND TECHNICAL ASSISTANCE.\n\n                  9.1 INITIAL TRAINING. Within three (3) months after the\nEffective Date, Lycos shall, at times reasonably convenient to Lycos and\nLicensee, provide training at Lycos' principal place of business in the United\nStates for up to five (5) technical trainees who are employees of Licensee, for\na total of not more than three (3) man months, provided that the cost of travel,\nfood and lodging for such technical trainees shall be borne by Licensee, or, at\nthe option of Licensee, Lycos shall provide training at a location in Singapore\ndesignated by Licensee for technical trainees who are employees of Licensee,\nprovided that the cost of travel, food and lodging for the Lycos trainers shall\nbe borne by Licensee.\n\n                  9.2 INITIAL TECHNICAL ASSISTANCE. For a period of three (3)\nmonths after the date of the commercial launch of any Local Searchservice, Lycos\nshall, with respect to such Local Searchservice, provide to Licensee, without\ncharge, such technical assistance as Licensee may reasonably require to operate\nand maintain such Local Searchservice at a performance level commensurate with\nthe performance of the Lycos Searchservice.\n\n                  9.3 SUBSEQUENT TECHNICAL ASSISTANCE. After the expiration of\nthe period referred to in Section 9.1, Lycos shall, with respect to the relevant\nLocal Searchservice, provide to Licensee such technical assistance as Licensee\nmay reasonably require to operate and maintain such Local Searchservice at a\nperformance level commensurate with the performance of the Lycos Searchservice,\nand Licensee shall compensate Lycos for such technical assistance in accordance\nwith the most favorable rates offered by Lycos to its customers for providing\nsuch services.\n\n         10. UPDATES.\n\n                  10.1 CATALOG UPDATES. Lycos shall provide to Licensee updates\nto (a) the Lycos Catalog when and as such updates are made accessible through\nthe Lycos Searchservice, and (b) the Local Catalogs at the same intervals as,\nand as soon as practical after, updates of the Lycos Catalog are made accessible\nthrough the Lycos Searchservice. Licensee shall reimburse Lycos for its actual\ncosts incurred in generating such updates. Until operations are transferred by\nLycos to Licensee pursuant to Section 8.2, such updates shall be made available\non the equipment through which the Local Catalogs and the Lycos Catalog are made\navailable by Lycos to Licensee. After operations are transferred by Lycos to\nLicensee pursuant to Section 8.2, such updates shall be made available by File\nTransfer Protocol or by Federal Express, as Lycos may \n\n\n\n\ndetermine. Lycos shall promptly notify Licensee each time any updates of the\nLycos Catalog or the Local Catalogs are made available.\n\n                  10.2 LICENSED SOFTWARE UPDATES. Lycos shall provide to\nLicensee, without charge, updates to (including entirely new versions of) the\nLicensed Software at the same intervals as, and as soon as practical after,\nupdates of the Lycos Software and the Directory Software become available. Until\noperations are transferred by Lycos to Licensee pursuant to Section 8.2, such\nupdates shall be made available by Lycos to Licensee on the equipment through\nwhich the Lycos Software and the Directory Software are made available by Lycos\nto Licensee, and Lycos shall promptly notify Licensee each time any such update\nis made available. After operations are transferred by Lycos to Licensee\npursuant to Section 8.2, such updates shall be made available by Lycos to\nLicensee by File Transfer Protocol or by Federal Express, as Lycos may\ndetermine. At the time Lycos makes available to Licensee any updates to the\nLicensed Software, Lycos shall notify Licensee of the changes to the Licensed\nSoftware effected by such updates.\n\n         11. DUTIES OF LICENSEE.\n\n                  11.1 ROLL-OUT SCHEDULE.\n\n                           (a) Unless otherwise agreed between Lycos and\nLicensee, and, for so long as the Joint Venture Agreement remains in effect,\nbetween Lycos and SingTel, Local Searchservices shall be initiated first in Tier\nOne Countries, then in Tier Two Countries and finally in Tier Three Countries.\nSubject to Section 11.2 (b), any of the Tier One Countries for which the Service\nis not initiated on or before September 30, 2000, any of the Tier Two Countries\nfor which the Service is not initiated on or before December 31, 2000, and any\nof the Tier Three Countries for which the Service is not initiated on or before\nMarch 31, 2001 shall thereupon be automatically excluded from the Territory and\nfrom the license granted under Section 2.1. Lycos and Licensee shall cooperate\nin establishing a reasonable roll-out schedule for Local Catalogs and Local\nSearchservices in languages other than English, traditional Chinese and\nsimplified Chinese.\n\n                           (b) If the Licensee fails to meet the deadline set\nforth in Section 11.1(a) with respect to any country included in the Territory\nand such failure is solely attributable to (i) events beyond the control of\nLicensee, including without limitation acts of God, war, invasion, rebellion,\nrevolution, insurrection, civil commotion, civil war, acts of government,\nearthquakes, fire, lightning, storms, floods, unusually severe weather\nconditions, natural disasters, strikes, lockouts, boycotts, labor disputes,\nterrorism, sabotage, arson, and the like, (ii) the failure of the Licensee (or\nany Licensee Affiliate established for such country), notwithstanding its\ndiligent efforts, to obtain from any government, regulatory or administrative\nbody any license, approval or permit required with respect to such country, or\n(iii) the failure of Lycos to timely perform its obligations under this\nAgreement, then such deadline shall be extended by a reasonable period of time\nhaving regard to the circumstances of the delay.\n\n                  11.2 TRAFFIC REPORTS.\n\n\n                           (a) Commencing on the fifth business day of the month\nimmediately following the month in which operations are transferred by Lycos to\nLicensee pursuant to Section 8.2, and continuing on the fifth business day of\neach month thereafter during the term of this Agreement, Licensee shall, for\nitself and for each Licensee Affiliate, provide to Lycos via electronic mail a\nfile, in standard common log file format, containing a complete and detailed\nrecord for the prior month of (a) user accesses (click stream data) to the\nLicensed Software, (b) the total number of advertising impressions possible, (c)\nadvertising impressions filled expressed as a percentage of advertising\nimpressions possible, and (d) the number of specific advertisements placed by\neach advertiser, indicating whether such advertisements are rotational, static\nor keyword based.\n\n                           (b) Commencing on the second business day of the week\nimmediately following the week in which the operations are transferred by Lycos\nto Licensee pursuant to Section 8.2, and continuing on the second business day\nof each week thereafter during the term of this Agreement, Licensee shall, for\nitself and for each Licensee Affiliate, provide to Lycos via electronic mail a\nreport summarizing the previous week's daily traffic to each Local Site.\n\n                  11.3 DATABASE TRANSFERS. Commencing on the fifth business day\nof the month immediately following the month in which operations are transferred\nby Lycos to Licensee pursuant to Section 8.2, and continuing on the fifth\nbusiness day of each month thereafter during the term of this Agreement,\nLicensee shall, for itself and for each Licensee Affiliate, provide to Lycos via\nelectronic mail an updated database containing the names of the registered users\nof any e-mail, web community or other service offered by Licensee and Licensee\nAffiliates under license from Lycos or any of its Affiliates, together with such\nother information regarding such users as Lycos may specify from time to time.\nThe content of the database and all other information regarding such users shall\nbe jointly owned by Lycos, SingTel and Licensee.\n\n                  11.4 COMPLIANCE WITH LAW. Licensee shall operate and maintain\nthe Local Searchservice for each country in the Territory in compliance with all\napplicable laws, rules and regulations of any relevant Regulatory Body.\n\n                  11.5 STANDARD OF OPERATION. Licensee shall operate and\nmaintain the Local Searchservices in a manner which is consistent with the\nquality standards of Lycos and which meets or exceeds the response performance\nstandards of the Lycos Searchservice, subject to compliance by Lycos with its\nobligations under Section 9 and Section 10.\n\n                  11.6 LYCOS APPROVAL OF SAMPLE MATERIALS. Lycos shall have the\nright to approve, prior to distribution, samples of all hard copy advertising\nand promotional materials developed by Licensee (or any Licensee Affiliate) and\nusing any of the Licensed Brands or the Licensed Marks. Lycos shall be deemed to\nhave given such approval in the event such samples are approved by the Chief\nOperating Officer of Licensee.\n\n                  11.7 PRIVACY POLICY. In connection with each Local\nSearchservice, Licensee agrees to implement a privacy policy consistent with\nthat utilized by Lycos in connection with \n\n\nthe Lycos Searchservice and posted at www.lycos.com, with such modifications as\nmay be required by applicable local law.\n\n         12. LEAKAGE. With respect to all internet traffic which is incoming to\nand websites linked to on a networked basis and which originates from any\ncountry in the Territory for which the Local Searchservice has been initiated,\nLycos shall automatically redirect such traffic to the appropriate website at\nwhich the Local Searchservice is offered for such country, except that and\nwebsites linked to on a networked basis shall be accessible through links\nmaintained at the Local Sites. In addition, with respect to all internet traffic\nwhich is incoming to and websites linked to on a networked basis and which\noriginates from any country outside the Territory from a user identifiable as a\nuser whose normal access would be from a country in the Territory for which the\nLocal Searchservice has been initiated, Lycos shall automatically redirect such\ntraffic to the appropriate Local Site at which the Local Searchservice is\noffered for such country\n\n         13. ADDITIONAL PROPERTIES.\n\n                  13.1 LICENSEE'S RIGHT OF FIRST REFUSAL. Lycos agrees that\nneither Lycos nor any of its Affiliates will grant to any third party, or itself\nexercise, any right or license to offer, operate or maintain any Additional\nProperties at a website including a country designation for any country in the\nTerritory or at any other website which specifically targets residents in any\ncountry in the Territory unless Lycos or such Affiliate first offers to grant to\nLicensee, on most favored customer terms (which may include payment of a lump\nsum royalty on a most favored customer basis), the right and license to offer,\noperate and maintain such Additional Property at the Local Sites together with\nthe Local Searchservice and Licensee shall have failed to accept such offer\nwithin sixty (60) days after such offer is made, or, notwithstanding the good\nfaith efforts of the parties, shall have failed to enter into a mutually\nacceptable license agreement with Lycos or such Affiliate within ninety (90)\ndays after such offer is made.\n\n                  13.2 LICENSEE'S ACQUISITION OF THIRD PARTY PROPERTIES.\nLicensee shall not acquire from a party other than Lycos or any of its\nAffiliates any Third Party Properties which are similar or identical to any\nAdditional Properties of Lycos or any of its Affiliates not then licensed to\nLicensee unless Licensee first offers to acquire from Lycos or such Affiliate,\non most favored customer terms (which may include payment of a lump sum royalty\non a most favored customer basis), the right and license to offer, operate and\nmaintain such Additional Property at the Local Sites and Lycos or such Affiliate\nshall have failed to accept such offer within sixty (60) days after such offer\nis made, or, notwithstanding the good faith efforts of the parties, shall have\nfailed to enter into a mutually acceptable license agreement with Licensee\nwithin ninety (90) days after such offer is made.\n\n         14. [A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]\n\n\n         15. TAXES. In the event the Singapore government imposes any\nwithholding taxes on any amounts payable by Licensee to Lycos under this\nAgreement, including without limitation any royalty payment to be made by\nLicensee to Lycos under Section 14, Lycos shall bear all such withholding taxes\nand Licensee shall deduct the amount of such withholding taxes from the amount\nof such payments, remit such taxes to the appropriate taxing authority, and\nremit the balance of such payments, together with evidence of the remittance of\nsuch tax to the appropriate taxing authority, to Lycos.\n\n         16. RIGHTS IN INTELLECTUAL PROPERTY.\n\n                  16.1 RESERVATION OF RIGHTS. Except as otherwise expressly set\nforth in this Agreement, no right, title or interest in or to the Local\nCatalogs, the Lycos Catalog, the Lycos Directory, the Licensed Software, the\nLicensed Property, the Licensed Brands, the Licensed Marks, the Lycos\nEnhancements, the Local Searchservices or in any domain name including the name\n\"Lycos,\" or any variant thereof or combination therewith, or in or to any other\nintellectual property, shall pass to Licensee under this Agreement. Without\nlimiting the foregoing, no right or license is granted or shall pass to Licensee\nwith respect to any web-crawler or spidering technology used to index and\ncatalog web sites on the Internet, or to the Lycos Software, the Directory\nSoftware or any patents, copyrights, knowhow, software or other rights or\nproperty relating to any such technology.\n\n                  16.2 LYCOS ENHANCEMENTS. All ownership and other rights in and\nto the Lycos Enhancements shall vest in and inure to the benefit of Lycos. Upon\nrequest, Licensee shall execute all such documents, including without limitation\ndocuments of assignment, and take all such steps and render all such assistance\nas may be necessary to assure to Lycos its rights under this Section 16.2.\n\n                  16.3 JOINT ENHANCEMENTS. All ownership and other rights in and\nto Joint Enhancements shall vest in and inure to the benefit of Lycos and\nLicensee jointly. Each party shall have the right to use Joint Enhancements, but\nneither party shall have the right to license Joint Enhancements without the\nprior written consent of the other party.\n\n                   16.4 LICENSEE ENHANCEMENTS. All ownership and other rights in\nand to the Licensee Enhancements shall vest in and inure to the benefit of\nLicensee. Licensee hereby grants to Lycos a royalty-free, non-exclusive,\nworldwide (other than with respect to the Territory) license, with the right to\nsublicense, to use the Licensee Enhancements in connection with the Lycos\nSearchservice or otherwise.\n\n                  16.5 NO REGISTRATION BY LICENSEE. Licensee shall not, in any\ncountry in the Territory or in any other jurisdiction, make any patent,\ntrademark, service mark or copyright registration or application for\nregistration with respect to any intellectual property owned or licensed by\nLycos, including without limitation the Local Catalogs, the Lycos Catalog, the\nLycos\n\n\n\n\nDirectory, the Licensed Software, the Licensed Property, the Licensed Brands,\nthe Licensed Marks or the Lycos Enhancements, or, except as otherwise provided\nin Section 3, with respect to any domain name which includes the name \"Lycos,\"\nor any variant thereof or combination therewith.\n\n                  16.6 BENEFIT. All use of the Licensed Property shall inure to\nthe benefit of Lycos, or, as applicable, its licensors.\n\n         17. MARKING.\n\n                  17.1 MARKING OF MATERIALS. Licensee shall, in accordance with\nthe applicable laws of the countries in the Territory, include any appropriate\npatent, trademark and copyright markings and notations in all marketing,\nadvertising, promotional and other materials which are used in such countries\nand which refer to the Licensed Property or the Licensed Marks. Without limiting\nthe foregoing, if the name \"Lycos\" appears in any such materials, such materials\nshall include the following statement: \"Lycos-REGISTERED- is a registered\ntrademark of Carnegie Mellon University in the United States of America [, the\ncountry where used if registered as a trademark in such country] and other\ncountries. All Rights Reserved.\"\n\n                  17.2 MARKING OF ENTRY SCREEN. Subject to applicable local law,\nthe following statement shall appear on the entry screen of the Local\nSearchservices and at the bottom of each search result, in a font no smaller\nthan the font for the main text used in the relevant Local Searchservice and\notherwise in such manner as Lycos may specify to Licensee from time to time:\n\n                                \"-C-1995-____ Lycos, Inc.\n                       Lycos-REGISTERED- is a registered trademark\n                       of Carnegie Mellon University in the United\n                       States of America [, the country for which\n                       such Local Searchservice is offered if\n                       registered as a trademark in such country]\n                       and other countries. All Rights Reserved.\"\n\n         18. RIGHT TO LICENSE, PROTECTION OF RIGHTS AND INFRINGEMENT.\n\n                  18.1 RIGHT TO LICENSE. Lycos hereby represents and warrants to\nLicensee that:\n\n                           (a) Lycos owns and will own, or is and will be a\nlicensee (with the right to grant sublicenses) of, the Local Catalogs, the Lycos\nCatalog, the Lycos Directory, the Licensed Software and the Licensed Property\nmade available or to be made available by Lycos to Licensee under this\nAgreement, and has the right and authority to grant the rights and licenses with\nrespect thereto set forth in Section 2.1; and\n\n                           (b) \"Lycos\" is a registered trademark of Carnegie\nMellon University in the United States of America and in the countries in the\nTerritory indicated on the attached EXHIBIT B, trademark registrations for the\nname \"Lycos\" are pending in the countries in the Territory indicated on the\nattached EXHIBIT B, Lycos has requested Carnegie Mellon University to file\ntrademark applications for the trademark \"Lycos\" in all other countries in the\nTerritory and\n\n\n\n\nhas undertaken to bear all expenses relating thereto, and Lycos, as licensee,\nhas the right and authority to grant the rights and licenses with respect to the\nLicensed Marks set forth in Section 2.1.\n\n                  18.2 MAXIMUM LIABILITY. [***]\n\n                  18.3 LICENSED BRANDS. Lycos agrees to use reasonable\ncommercial efforts to cause trademark applications for registration of the name\n\"Lycos\" to be filed in each country in the Territory where no such application\nhas been filed as of the date of this Agreement, it being understood that\nCarnegie Mellon University is the owner of the name \"Lycos\" and that Lycos is\naccordingly very limited as to the reasonable commercial efforts it can make to\ncause such trademark applications to be filed. LYCOS MAKES NO REPRESENTATIONS\nAND WARRANTIES WITH RESPECT TO THE OWNERSHIP, THE RIGHT OF LYCOS TO LICENSE OR\nTHE RIGHT OF LICENSEE TO USE THE LICENSED BRANDS IN ANY COUNTRY IN ANY COUNTRY\nIN THE TERRITORY, AND GIVES NO ASSURANCE THAT ANY OF THE LICENSED BRANDS CAN OR\nWILL BE REGISTERED AS REGISTERED TRADEMARKS IN ANY COUNTRIES IN THE TERRITORY.\n\n                  18.4 INFRINGEMENT ON RIGHTS OF THIRD PARTIES.\n\n                           (a) In the event Licensee's use of the Local\nCatalogs, the Lycos Catalog, the Lycos Directory, the Licensed Software and the\nLicensed Property in accordance with the provisions of this Agreement and in the\nform in which provided by Lycos to Licensee is determined to infringe on the\nrights of any third party, Lycos shall, at its own expense and in its sole\ndiscretion, (a) procure for Licensee the right to continue such use, (b) replace\nthe infringing item with a non-infringing item, or (c) modify the infringing\nitem to make it non-infringing; provided, however, that the liability of Lycos\nto Licensee for any breach by Lycos of this Section 18.4(a) shall be subject to\nthe applicable liability limit set forth in Section 18.2.\n\n                           (b) Subject to the applicable liability limit set\nforth in Section 18.2, Lycos shall indemnify and hold Licensee harmless from and\nagainst all losses, damages and liabilities resulting from the actual\ninfringement of the Local Catalogs, the Lycos Catalog, the Lycos Directory, the\nLicensed Software, the Licensed Property, the Licensed Brands or the Licensed\nMarks on the rights of third parties; provided, however, that this\nindemnification shall not apply to any continued use of the Licensed Brands or\nthe Licensed Marks in any country in the Territory after Licensee is put on\nnotice or otherwise becomes aware that use of the Licensed Brands or the\nLicensed Marks in such country infringes on the rights of a third party.\n\n                  18.5 INDEMNIFICATION BY LICENSEE. Lycos shall not have any\nobligation or liability to Licensee for any infringement of the Local Directory\non the rights of third parties, or any infringement of the Local Catalogs, the\nLycos Catalog, the Lycos Directory, the Licensed Software and the Licensed\nProperty on the rights of third parties if such infringement is attributable to\nmodifications thereto made by Licensee with or without the consent of Lycos,\nand, subject to the applicable liability limit set forth in Section 18.2,\nLicensee shall indemnify and \n\n*** A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE SECURITIES AND EXCHANGE COMMISSION\n\n\n\nhold Lycos harmless from and against all losses, damages or liabilities\nresulting from any actual infringement resulting from such modifications.\n\n                  18.6 INFRINGEMENT BY THIRD PARTIES. In the event Licensee\nbecomes aware of any infringement by any third party on the rights and licenses\ngranted by Lycos to Licensee under this Agreement, Licensee shall promptly\nnotify Lycos of any such infringement. Lycos may, but shall not be obligated to,\ntake such action against such infringement as Lycos may deem appropriate.\n\n         19. YEAR 2000 WARRANTY. Lycos hereby represents and warrants to\nLicensee that the Licensed Software will perform its functions and properly\naccess the Local Catalogs without interruption or failure by reason of the\ncalendar year in which used, whether before, during or after the year 2000, or\nby reason of errors in date processing, date recognition or other date dependent\nfunctions, provided that all other products used in combination with the\nLicensed Software and the Local Catalogs, including without limitation operating\nsystems and other software, properly exchange data with the Licensed Software.\nIn the event of any breach of the foregoing warranty, Lycos shall, as Licensee's\nsole remedy, modify the Licensed Software so as to comply with the foregoing\nwarranty.\n\n         20. WARRANTY DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS\n18.1 AND 19, LYCOS MAKES NO WARRANTIES TO LICENSEE OF ANY KIND, WRITTEN OR ORAL,\nEXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED\nWARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, ALL OF\nWHICH OTHER WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.\n\n         21. CONFIDENTIALITY.\n\n                  21.1 CONFIDENTIALITY. For so long as this Agreement remains in\neffect and for a period of two (2) years after any expiration or termination of\nthis Agreement, each party shall keep strictly confidential, and shall not\ndisclose, any confidential information of the other party received under or in\nconnection with this Agreement, including without limitation any information,\nwritten or oral, relating to customers, costs, profits, markets, sales,\nproducts, product development, key personnel, pricing policies, operational\nmethods, technology, know-how, technical processes, formulae or plans for future\ndevelopment; provided, however, that confidential information shall not include,\nand the disclosure restrictions of this Section 21.1 shall not apply to, any\ninformation received by either party from the other which:\n\n                           (a) was already known to the recipient at the time of\nreceipt;\n\n                           (b) was at the time of receipt, or thereafter\nbecomes, freely and generally available to the public through no wrongful act of\nthe recipient;\n\n                           (c) is rightfully received by the recipient from a\nthird party legally entitled to disclose such information free of\nconfidentiality restrictions;\n\n\n                           (d) is disclosed by the recipient pursuant to the\norder of any court or in connection with any legal proceeding commenced by or\nagainst the recipient, provided that prior to any such disclosure the recipient\nshall give the other party a reasonable opportunity to seek a protective order\nwith respect to any such disclosure; or\n\n                           (e) is disclosed by the recipient, or any Affiliate\nof the recipient, as required under any applicable securities laws Upon the\nexpiration or termination of this Agreement, either party shall either destroy\nor return to the other party all memoranda, notes, records, reports and other\ndocuments (including all copies thereof) containing any confidential information\nof such other party and in such other party's possession or under its control at\nthe time of such expiration or termination, and shall give written certification\nof compliance with this paragraph to such other party.\n\n                  21.2 PRESS RELEASES AND ANNOUNCEMENTS. Neither party shall\nissue any press releases or public announcements relating to this Agreement, the\ntransactions contemplated by this Agreement or the business of Licensee without\nthe prior written approval of the other party, which approval shall not be\nunreasonably withheld or delayed, except that each party shall be permitted to\nissue any press releases or publicity statements (whether or not approved by the\nother party) to the extent required by any applicable securities laws, and Lycos\nshall have the right to issue press releases and make public announcements\nrelating to its products, services and plans.\n\n         22. TERM AND TERMINATION.\n\n                  22.1 TERM. Unless sooner terminated as provided in Section\n6.2, Section 22.2, Section 22.3 or Section 22.4 the term of this Agreement shall\ncommence from the Effective Date and continue until the dissolution of Licensee.\n\n                  22.2 AUTOMATIC TERMINATION. This Agreement is subject to\nautomatic termination upon the making of any order by the High Court of the\nRepublic of Singapore for the winding up or judicial management of the Company,\nor the passing of any special resolution by the shareholders of the Company for\nthe winding up or liquidation of the Company.\n\n                  22.3 TERMINATION BY LYCOS. Lycos may terminate this Agreement\nby written notice to Licensee in the event Licensee fails to make any\ninstallment payment of royalties when and as due, or in the event Licensee\nceases to conduct business for a period of not less than sixty (60) consecutive\ndays, and such failure or cessation of business continues for thirty (30) days\nafter written notice thereof is given by Lycos to Licensee.\n\n                  22.4 TERMINATION BY LICENSEE. Licensee may terminate this\nAgreement in the event Lycos materially breaches this Agreement and such breach,\nif susceptible of cure, remains uncured for thirty (30) days after Licensee\ngives written notice of such breach to Lycos.\n\n\n                  22.5 EFFECT OF TERMINATION. The expiration or termination of\nthis Agreement shall not affect any payment obligations of either party to the\nother accrued or otherwise existing as of the date of such expiration or\ntermination. Upon the expiration or termination of this Agreement for any\nreason, all of the rights and licenses granted under Section 2.1, and any\nsublicenses granted pursuant to this Agreement, shall terminate, and Licensee\nshall immediately (a) cease any use of the Licensed Brands, the Licensed Marks,\nthe Licensed Property, the Local Catalogs, the Lycos Catalog, the Lycos\nDirectory, the Licensed Software and the Lycos Enhancements, (b) either return\nto Lycos or destroy all embodiments thereof, and (c) certify to Lycos in writing\nthat Licensee has complied with the requirements of clauses (a) and (b) of this\nSection 22.5.\n\n                  22.6 SURVIVAL. The provisions of Sections 16 and 21 shall\nsurvive any expiration or termination of this Agreement.\n\n         23. MISCELLANEOUS.\n\n                  23.1 COSTS. Except as may be otherwise expressly provided in\nthis Agreement, each party shall bear its own costs and expenses in carrying out\nits obligations under this Agreement.\n\n                  23.2 LATE PAYMENTS. All amounts payable by either party to the\nother party under this Agreement shall be due and payable within thirty (30)\ndays after the date of invoice. If any payment is not received within thirty\n(30) days after the date of invoice, interest will be imposed on such amount\nfrom the date due until paid in full at a rate of one percent (1%) per month.\n\n                  23.3 NOTICES. Any notice, request, demand, approval or consent\nrequired or permitted under this Agreement shall be in writing and shall be\neffective upon actual receipt when delivered by (a) registered mail, postage\nprepaid, return receipt requested, (b) personal delivery, (c) an overnight\ncourier of recognized reputation (such as DHL or Federal Express), or (d)\ntransmission by facsimile (with confirmation by mail), in each case addressed as\nfollows:\n\n                           If to Lycos:     Lycos, Inc.\n                                            400-2 Totten Pond Road\n                                            Waltham, MA 02154, U.S.A\n                                            Attention:  General Counsel\n                                            Telephone:  (781) 370-2700\n                                            Facsimile:  (781) 370-2600\n                                         \n\n                           With a copy to:  Coudert Brothers\n                                            1055 West 7th Street, 20th Floor\n                                            Los Angeles, CA 90017, U.S.A.\n                                            Attention:   Richard G. Wallace\n                                            Telephone:   (213) 688-9088\n                                            Facsimile:   (213) 689-4467\n\n\n                           If to Licensee:  Lycos Asia Pte Ltd\n                                            ---------------------------\n                                            ---------------------------\n                                            Attention: \n                                                        ---------------\n                                            Telephone:\n                                                        ---------------\n                                            Facsimile:\n                                                        ---------------\n\nEither party may change its address or facsimile number for notice purposes by\nnotice given to the other party in accordance with this Section 23.3.\n\n                  23.4 ASSIGNMENT. Neither party's rights, duties or\nresponsibilities under this Agreement may be assigned, delegated or otherwise\ntransferred in any manner, without the prior written consent of the other party.\nNotwithstanding the foregoing, no such consent shall be required in connection\nwith the assignment, delegation or other transfer of any such rights, duties or\nresponsibilities (a) by a party to any Affiliate, or (b) in connection with any\nmerger or other transaction, regardless of its form, in which all or\nsubstantially all of the assets of either party are acquired.\n\n                  23.5 ENTIRE AGREEMENT. This Agreement, including the exhibits\nreferred to herein, which are hereby incorporated in and made a part of this\nAgreement, constitutes the entire contract between the parties with respect to\nthe subject matter covered by this Agreement. This Agreement supersedes all\nprevious letters of intent, agreements and understandings, if any, by and\nbetween the parties with respect to the subject matter covered by this\nAgreement. This Agreement may not be amended, changed or modified except by a\nwriting duly executed by the parties hereto.\n\n                  23.6 SEVERABILITY. If any provision of this Agreement is held\nby a court of competent jurisdiction to be unenforceable, invalid or void in any\nrespect, no other provision of this Agreement shall be affected thereby, all\nother provisions of this Agreement shall nevertheless be carried into effect and\nthe parties shall amend this Agreement to modify the unenforceable, invalid or\nvoid provision to give effect to the intentions of the parties to the extent\npossible in a manner which is valid and enforceable.\n\n                  23.7 REMEDIES AND WAIVERS. All rights and remedies of the\nparties are separate and cumulative, and no one of them, whether exercised or\nnot, shall be deemed to be to the exclusion of or to limit or prejudice any\nother rights or remedies which the parties may have. The parties shall not be\ndeemed to waive any of their rights or remedies under this Agreement, unless\nsuch waiver is in writing and signed by the party to be bound. No delay or\nomission on the part of either party in exercising any right or remedy shall\noperate as a waiver of such right or remedy or any other right or remedy. A\nwaiver on any one occasion shall not be construed as a bar to or waiver of any\nright or remedy on any future occasion.\n\n\n                  23.8 ARBITRATION. In the event any dispute arises between\nLycos and Licensee with respect to any matter arising out of or relating to this\nAgreement which cannot be amicably resolved, such dispute shall be submitted to\nthe London Court of International Arbitration for binding arbitration in\naccordance with the UNCITRAL arbitration rules as then in effect. The\narbitration shall be conducted in the English language, and shall be held in\nLondon, England. Any arbitration award rendered in any such arbitration\nproceeding may be entered in and enforced by any court of competent\njurisdiction. Nothing contained in this Section 23.8 shall prevent or be\nconstrued to prevent either party from seeking a temporary restraining order or\na preliminary or permanent injunction or any other form of interim, provisional\nor equitable relief in any court of competent jurisdiction.\n\n                  23.9 GOVERNING LAW. This Agreement shall be governed by, and\ninterpreted in accordance with, the laws of England except that each party shall\nhave the right in its capacity as a disclosing party to enforce the provisions\nof Section 21 under either the laws of the State of Massachusetts or the laws of\nEngland. For all purposes relating to the enforcement of Section 21, the parties\nshall submit to the non-exclusive jurisdiction of the Courts of Singapore and\nthe federal and state courts located in the State of Massachusetts provided that\nin any matter brought before the federal and state courts located in the State\nof Massachusetts the parties irrevocably waive all rights to a jury trial.\n\n                  23.10 HEADINGS. The headings contained in this Agreement are\nfor convenience only and are not a part of this Agreement, and do not in any way\ninterpret, limit or amplify the scope, extent or intent of this Agreement, or\nany of the provisions of this Agreement.\n\n                  23.11 COUNTERPARTS AND FACSIMILE. This Agreement may be\nexecuted in counterparts, each of which shall constitute an original, but all of\nwhich together shall constitute one and the same agreement. Transmission of\nfacsimile copies of signed original signature pages of this Agreement shall have\nthe same effect as delivery of the signed originals.\n\n                  23.12 CONTROLLING LANGUAGE. This Agreement has been prepared,\nnegotiated and signed in English, and English is the controlling language of\nthis Agreement.\n\n                  23.13 THIRD PARTY BENEFICIARY. This Agreement is not intended\nto and does not confer any rights on any third party, and no such third party\nshall be a third party beneficiary under or in respect of this Agreement.\n\n\n                  23.14 BINDING EFFECT. Subject to Section 23.4, this Agreement\nshall be binding upon and shall inure to the benefit of the parties and their\nrespective successors and assigns.\n\n\n         IN WITNESS WHEREOF, the parties have executed this Agreement as of the\ndate first above written.\n\n                             LYCOS, INC.,\n                             a corporation organized under the laws of\n                             Delaware, USA\n\n                             By:                                             \n                             Its:                                            \n\n                             LYCOS ASIA PTE LTD,\n                             a company organized under the laws of  Singapore\n\n                             By:                                             \n                             Its:                                            \n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                    EXHIBITS\n\n\n         EXHIBIT A:        Licensed Software\n         EXHIBIT B:        Licensed Brands and Marks\n\n\n\n\n\n\n\n\n\n                                    EXHIBIT A\n\n [A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]\n\n\n\n\n                                    EXHIBIT B\n\n\n1.       LICENSED BRANDS\n\n         The Licensed Brands are as follows:\n\n         (a)      Lycos\n         (b)      Go Get It\n\n\n2.       LICENSED MARKS\n\n         The Licensed Marks are as follows:\n\n         Currently none\n\n\n3.       TRADEMARK REGISTRATIONS FOR LYCOS IN THE TERRITORY\n\n         The trademark registrations for \"Lycos\" in the Territory are as\n         follows:\n\n\n         Currently none\n\n\n4.       PENDING TRADEMARK APPLICATIONS FOR LYCOS IN THE TERRITORY\n\n         The pending trademark applications for \"Lycos\" in the Territory are as\n         follows:\n\n         (a)      China             -       filed 10\/21\/97, published 11\/21\/98\n         (b)      Hong Kong         -       filed 10\/07\/97\n         (c)      Singapore         -       filed 08\/22\/97\n\n\n\n\n\n\n                                                                   Exhibit 10.29\n                                    EXHIBIT C\n                                LICENSE AGREEMENT\n\n         THIS LICENSE AGREEMENT (this \"Agreement\") is made and entered into as\nof _____________, 1999 by and between TRIPOD, INC., a corporation organized\nunder the laws of the State of Delaware, United States of America (\"Lycos\"), and\nLYCOS ASIA PTE LTD, a corporation organized under the laws of Singapore\n(\"Licensee\").\n\n                                    RECITALS\n\n         A. Tripod owns or licenses from third parties certain rights relating\nto the Tripod Service (as defined below).\n\n         B. Licensee desires to offer local versions of the Tripod Service in\nthe various countries in the Territory (as defined below), as customized for the\nmarket in each such country.\n\n         C. On the terms and subject to the conditions hereafter set forth,\nLicensee desires to obtain from Tripod, and Tripod is willing to grant to\nLicensee, the rights and licenses described below.\n\n         NOW THEREFORE, in consideration of the mutual covenants contained\nherein, and for other valuable consideration received, the receipt and\nsufficiency of which are hereby acknowledged, the parties agree as follows:\n\n         1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms\nhave the meanings set forth below:\n\n                  \"Additional Properties shall mean, as to Tripod, any service\nor feature from time to time offered by Tripod at which Tripod is free to\nlicense to third parties.\n\n                  \"Affiliate\" shall mean, as to any Person, any other Person\nthat, directly or indirectly, controls, is under common control with, or is\ncontrolled by, such Person, where such control is through the ownership of\nvoting securities, except that, in any event, a Licensee Affiliate shall not\nconstitute an Affiliate of Tripod or SingTel for any purpose under this\nAgreement and any third party which may hereafter acquire control of Lycos shall\nnot constitute an Affiliate of Tripod for any purpose under this Agreement.\n\n                  \"Commercial Readiness\" shall mean, with respect to any Local\nService, the performance of such Local Service at a performance level\ncommensurate with the performance of the Tripod Service.\n\n                  \"Derivative Works\" shall mean all Enhancements which are\n\"derivative works,\" as such term is defined in the U.S. Copyright Act (17 U.S.C.\nSection 101 et seq.).\n\n                                      -1-\n\n\n                  \"Enhancements\" shall mean all enhancements, improvements,\nadditions or modifications to the Licensed Software, the Licensed Property or\nthe Local Services, of whatever type or nature, whether created or developed\nsolely by Tripod or its Affiliates, agents, consultants or independent\ncontractors, solely by Licensee or its Affiliates, agents, consultants or\nindependent contractors, or jointly by Tripod or its Affiliates, agents,\nconsultants or independent contractors, on one hand, and Licensee or its\nAffiliates, agents, consultants or independent contractors, on the other hand.\n\n                  \"Effective Date\" shall mean the date of this Agreement as set\nforth in the preamble hereof.\n\n                  \"Internet\" shall mean the global computer network comprised of\nmultiple interconnected computer networks commonly and collectively referred to\nas the \"internet,\" as the same may exist from time to time.\n\n                  \"Initial Chinese Version\" shall mean the first Local Service\nin either traditional Chinese language or simplified Chinese language to achieve\nCommercial Readiness.\n\n                  \"Initial English Version\" shall mean the first Local Service\nin the English language to achieve Commercial Readiness.\n\n                  \"Initial Local Services\" shall mean Local Services in English,\ntraditional Chinese and simplified Chinese, for use in the Tier One Countries.\n\n                  \"Joint Enhancements\" shall mean any Enhancements which are not\nDerivative Works and which are created or developed jointly by Tripod or its\nAffiliates, agents, consultants or independent contractors, on one hand, and\nLicensee or its Affiliates, agents, consultants or independent contractors, on\nthe other hand.\n\n                  \"Joint Venture Agreement\" shall mean the Joint Venture\nAgreement dated as of September __, 1999 by and between Lycos and SingTel.\n\n                  \"Licensed Brands\" shall mean the brand names, logos and word\nphrases listed in the attached EXHIBIT B, and any other brand names, logos and\nword phrases which Tripod hereafter uses specifically in connection with the\nTripod Service, to the extent such brand names, logos or word phrases are not\nregistered as trademarks or service marks in countries in the Territory.\n\n                  \"Licensed Marks\" shall mean the registered trademarks and\nservice marks listed in the attached EXHIBIT B, and any other brand name, logo\nor word phrase hereafter used by Tripod specifically in connection with the\nTripod Service (including without limitation any Licensed Brand) and registered\nby Tripod (or a third party which grants Tripod the right to use or grant\nlicenses to use any such other brand name, logo or word phrase) as a trademark\nor service mark in any country in the Territory.\n\n\n                                      -2-\n\n\n                  \"Licensed Property\" shall mean the Licensed Technology and all\nrights in patents, copyright, proprietary information or other intellectual\nproperty recognizable under applicable law in the Territory derived from or\npertaining to the Licensed Software, the Licensed Technology, the Local Services\nor the Tripod Enhancements.\n\n                  \"Licensed Software\" shall mean the Tripod Software, enabled as\nnecessary to handle double-byte characters, and all relevant application\nprogramming interfaces, as the Tripod Software and the relevant application\nprogramming interfaces are modified or supplemented to support the Local\nServices, and as thereafter modified, supplemented, updated or replaced (by\nsoftware developed by Tripod) from time to time.\n\n                  \"Licensed Technology\" shall mean all inventions, ideas,\nknowhow, expertise, trade secrets and proprietary information now or hereafter\nused by Tripod in connection with the Licensed Software.\n\n                  \"Licensee Affiliate\" shall mean a corporation or other entity\nof which Licensee owns, directly or indirectly, at least 50% of all of the\nissued and outstanding shares or other voting ownership interests, and which has\nbeen established pursuant to, and in compliance with the applicable requirements\nof, the Joint Venture Agreement.\n\n                  \"Licensee Enhancements\" shall mean any Enhancements, including\ncompilations, which (a) are not Derivative Works, and (b) are created or\ndeveloped solely by Licensee or its Affiliates, agents, consultants or\nindependent contractors (other than Tripod) without breaching any provision of\nthis Agreement.\n\n                  \"Local Service\" shall mean, with respect to a country in the\nTerritory, a local version of the Tripod Service, as customized for such country\nand in English and\/or a principal language of such country, and \"Local Services\"\nshall mean, collectively, all of the Local Services for the various countries in\nthe Territory.\n\n                  \"Local Site\" shall mean, with respect to a country in the\nTerritory, the Internet site or sites through which the Local Service for such\ncountry is from time to time made available to users, the domain name for which\nLocal Site shall include the name \"Tripod\" and the appropriate country\ndesignation for such country, and \"Local Sites\" shall mean, collectively, all of\nthe Local Sites for the various countries in the Territory.\n\n                  \"Lycos\" shall mean Lycos, Inc., a Delaware corporation.\n\n                  \"Person\" shall mean a natural person, sole proprietorship,\ncorporation, general partnership, limited partnership, limited liability\npartnership, limited liability company, joint venture, unincorporated\norganization, joint stock company, trust, estate, Regulatory Body or other\nentity.\n\n                                      -3-\n\n\n                  \"Regulatory Body\" shall mean any national, state, municipal,\nlocal or other governmental body or authority, or any quasi-governmental or\nprivate body exercising any regulatory authority, including any subdivision or\nagency thereof.\n\n                  \"Roll-Out Schedule\" shall mean the roll-out schedule for Local\nServices in languages other than English, traditional Chinese and simplified\nChinese established pursuant to Section 11.1(a).\n\n                  \"SingTel\" shall mean Singapore Telecommunications Limited, a\ncorporation organized under the laws of Singapore.\n\n                  \"Staging Period\" shall mean, with respect to any Local\nService, the period commencing from the date Tripod makes the Licensed Software\nfor such Local Service available to Licensee under Section 6.1 and ending upon\nthe determination of the parties under Section 6.2 that such Local Service has\nachieved Commercial Readiness.\n\n                  \"Territory\" shall mean the Tier One Countries, the Tier Two\nCountries and the Tier Three Countries.\n\n                  \"Third Party Properties\" shall mean, as to any party other\nthan Tripod or any of its Affiliates, any service or feature from time to time\noffered by such party at an Internet site.\n\n                  \"Tier One Countries\" shall mean Singapore, Hong Kong, Peoples'\nRepublic of China, Taiwan, Malaysia and India.\n\n                  \"Tier Two Countries\" shall mean Thailand, Philippines and\nBrunei.\n\n                  \"Tier Three Countries\" shall mean Indonesia, Vietnam, Laos,\nMyanmar and Cambodia.\n\n                  \"Tripod Enhancements\" shall mean any Enhancements which are\n(a) Derivative Works, or (b) created or developed solely by Tripod or its\nAffiliates, agents, consultants or independent contractors.\n\n                  \"Tripod Service\" shall mean the \"website community\" service\noffered by Tripod at www.tripod.com, featuring a homepage building service and\nopportunities for users to interact.\n\n                  \"Tripod Software\" shall mean all computer software used by\nTripod as of the date of this Agreement in connection with the Tripod Service,\nand performing the functionality described in the attached EXHIBIT A.\n\n         2. LICENSE.\n\n                  2.1 GRANT OF LICENSE. On the terms and subject to the\nconditions of this Agreement, Tripod hereby grants to Licensee the following\nrights and licenses:\n\n                                      -4-\n\n\n                           (a) the exclusive right and license to provide,\noperate and maintain the Local Service for each country in the Territory at the\nLocal Site for such country;\n\n                           (b) the exclusive right and license to market,\npromote and otherwise exploit, in each country in the Territory, the Local\nService for such country offered at the Local Site for such country;\n\n                           (c) the exclusive right and license to do the\nfollowing in connection with, and only in connection with, providing, operating\nand maintaining the Local Service for each country in the Territory at the Local\nSite for such country:\n\n                                    (i) select, design and provide local content\nfor, and incorporate such local content into, each of the Local Services;\n\n                                    (ii) market and sell, and attach and place\nadvertising content, materials and displays on, and\/or linked to, the Internet\nwebpages of the Local Services, including without limitation banners, still\nand\/or animated displays, java applets or displays, hyperlinked material, and\naudio and\/or video material, whether for a fee or otherwise, for the purposes of\nadvertising and promoting any goods and\/or services of Licensee or any third\nparty;\n\n                                    (iii) use the Licensed Brands, the Licensed\nProperty and the Lycos Enhancements; and\n\n                                    (iv) use the Licensed Marks in the countries\nin the Territory where such Licensed Marks are registered as trademarks.\n\n                  2.2 EXCLUSIVITY. The rights and licenses granted under Section\n2.1 are \"exclusive\" to the extent provided in this Section 2.2. Tripod shall\nnot, during the term of this Agreement, grant to any third party, or itself\nexercise (other than for the benefit of Licensee), any right or license granted\nunder Section 2.1 or any right or license to offer, operate or maintain any\n\"website community\" service offered under the brand name \"Tripod\" at a web site\nincluding a country designation for any country in the Territory or at any other\nwebsite which specifically targets residents in any country in the Territory.\nLicensee acknowledges that, except as otherwise expressly provided in this\nSection 2.2, Tripod is free to use or license the Licensed Brands, the Licensed\nMarks, the Licensed Property and the Tripod Enhancements.\n\n                  2.3 RESTRICTIONS ON TRANSFER. Except as expressly permitted\npursuant to and in accordance with Section 2.4, Licensee shall have no right to\nsell, assign, sublicense or otherwise transfer, whether voluntarily or\ninvoluntarily, any of the rights and license granted under Section 2.1.\n\n                  2.4 SUBLICENSING.\n\n                                      -5-\n\n\n                           (a) Subject to Section 2.4(b), Licensee shall have\nthe right to grant sublicenses under this Agreement for one or more countries in\nthe Territory to a Licensee Affiliate established to exploit such country or\ncountries (or, where applicable local law would prevent Licensee from directly\nor through a Licensee Affiliate exploiting any country or countries in the\nTerritory, to a locally owned or controlled sublicensee located in such country\nor countries and reasonably acceptable to Tripod) without any obligation to pay\nTripod any additional or increased royalty to Tripod by reason of any such\nsublicense.\n\n                           (b) Tripod shall have the right to approve all of the\nterms and conditions on which any sublicense is granted by Licensee to a\nsublicensee, which approval shall not be unreasonably withheld. Any sublicense\ngranted by Licensee to a sublicensee shall be granted pursuant to a written\nsublicense agreement in form and substance acceptable to Tripod.\n\n         3. DOMAIN NAMES.\n\n                  3.1 OWNERSHIP OF DOMAIN NAMES. To the extent permitted under\napplicable local law and regulation, Licensee shall be the owner, for the\nultimate benefit of Tripod, of domain names which include the name \"Tripod\" and\nwhich are the domain names of websites at which Licensee offers the Local\nServices (\"Tripod Domain Names\"). In the event Licensee is at any time not\npermitted under applicable local law and regulation to be the owner of any\nTripod Domain Name, then a third party acceptable to Tripod and Licensee and\npermitted under applicable local law and regulation to be the owner of such\nTripod Domain Name shall be designated to hold ownership of such Tripod Domain\nName for the benefit of Licensee, and for the ultimate benefit of Tripod. Before\nany such Tripod Domain Name is registered in the name of Licensee or any third\nparty, Licensee and\/or such third party, as applicable, shall execute and\ndeliver to Tripod such instruments or documents as Tripod may reasonably require\nto assure to Tripod its ultimate beneficial interest in such Tripod Domain Name.\nFor the avoidance of doubt, for so long as Lycos or an Affiliate of Lycos is a\nshareholder of Licensee, Licensee shall have the right to use any Tripod Domain\nNames without charge, other than payment of registration and maintenance fees.\nFurther, Licensee shall, as absolute owner, own all right, title and interest\nin, to and under all domain names (other than Tripod Domain Names) for all\nwebsites established and operated by the Licensee.\n\n                  3.2 AVAILABILITY OF DOMAIN NAMES. Tripod makes no assurance or\nrepresentation that the domain name comprised of \"www.tripod\" and the\nappropriate country designation is or will be available for any particular\ncountry in the Territory. In the event the domain name comprised of \"www.tripod\"\nand the appropriate country designation for any particular country in the\nTerritory is not available at the time of the initial commercial launch of the\nLocal Service for such country, Tripod and Licensee shall, by mutual agreement,\nselect a domain name for such country which includes the name \"Tripod\" in\ncombination with other letters or words. Tripod shall use reasonable efforts to\nprocure for Licensee registration of domain names comprised of \"www.tripod\" and\nthe appropriate country designation for any country in the Territory which have\nbeen registered by third parties, provided that Tripod shall not be required to\ncommence litigation against any such third party or to make any payment to \n\n\n\n                                      -6-\n\n\nany such third party in an amount which Tripod considers to be unreasonable\nunder the circumstances.\n\n         4. LICENSED SOFTWARE. Tripod shall be solely responsible for (a) making\nany modifications or changes to the Tripod Software which may be necessary to\ndevelop or create Licensed Software capable of supporting the Local Services,\n(b) updating the Licensed Software, and (c) maintaining and supporting, at\nLicensee's cost and expense (except as otherwise expressly provided herein), the\nLicensed Software. Licensee shall not, without the prior written approval of\nTripod in each instance, modify or change the Licensed Software in any respect.\nTripod shall initially make the Licensed Software for any Local Service\navailable as provided in Section 5.1 and shall update the Licensed Software as\nprovided in Section 9.2.\n\n         5. INITIAL STAGING, TESTING, PROBLEM RESOLUTION, COMMERCIAL READINESS\nAND LAUNCH.\n\n                  5.1 INITIAL STAGING. Within sixty (60) days after the\nEffective Date, Tripod shall make the Licensed Software, as then existing, for\nthe Initial Local Services available for use on a staging server located in the\nUnited States, and shall inform Licensee how to access the Licensed Software for\nthe Initial Local Services on such staging server. Thereafter from time to time\nin accordance with the Roll-Out Schedule, Tripod shall make the Licensed\nSoftware, each as then existing, for other Local Services available for use on a\nstaging server located in the United States, and shall inform Licensee how to\naccess the Licensed Software for such Local Services on such staging server.\n\n                  5.2 TESTING, PROBLEM RESOLUTION AND COMMERCIAL READINESS.\nDuring the Staging Period for any Local Service, Tripod and Licensee shall\nconduct such tests of the Licensed Software for such Local Service as either\nparty deems necessary or desirable, and Tripod shall, at Tripod's expense, use\nreasonable commercial efforts to resolve any material performance issues with\nrespect to the Licensed Software for such Initial Local Service as may be\nidentified by Tripod or as may be identified by Licensee and communicated by\nLicensee to Tripod. When any Local Service has achieved Commercial Readiness, as\njointly determined by Tripod and Licensee in their reasonable commercial\njudgment, the Staging Period for such Local Service shall terminate. In the\nevent that, notwithstanding the good faith efforts of the parties, the parties\nhave not jointly determined within 180 days after the Effective Date that the\nInitial English Version and the Initial Chinese Version have achieved Commercial\nReadiness, either party may terminate this Agreement by written notice to the\nother.\n\n                  5.3 INITIAL PUBLIC ACCESS AND LAUNCH. Upon termination of the\nStaging Period with respect to any Local Service by joint determination of the\nparties that such Local Service has achieved Commercial Readiness, Tripod shall\nmake the Licensed Software, as then existing, for such Local Service available\nfor use on the servers which will be used to support the appropriate Local Site,\neither by installation thereon if such servers are then located in the United\nStates or by transmission to Licensee by File Transfer Protocol or Federal\nExpress, as Tripod may determine in its discretion, if such servers are then\nlocated outside the United States. Within sixty (60) days after Tripod has\ncompleted such installation or transmission to Licensee, Licensee shall announce\nto the public the commencement of such Local Service at the appropriate Local\n\n\n                                      -7-\n\n\nSite, making due allowance for the development of a well-considered plan for the\ncommercial launch and initial marketing of such Local Service.\n\n         6. LOCALIZATION AND MIRRORED SITES.\n\n                  6.1 LOCALIZATION. Licensee shall be responsible, at its\nexpense, for all translation and other localization work (other than\nmodification of the Licensed Software) required in order to develop the Local\nServices.\n\n                  6.2 IMPLEMENTATION OF MIRRORED SITES. Tripod shall use\nreasonable commercial efforts, using information collected from users of the\nTripod Service, to identify any such users who are resident in the Territory and\nto compile and maintain a current list of such users and their e-mail addresses.\nTripod shall take reasonable commercial steps to acquaint users of the Tripod\nService who are listed on such list, as updated from time to time, with the\navailability of the Local Service and the opportunity to mirror at the Local\nSite homepages created using the Tripod Service and to link the mirrored\nhomepage at the Local Site with the original homepage created using the Tripod\nService. Tripod shall transfer to Licensee, in such manner as may be agreed to\nbetween Tripod and Licensee, the relevant data with respect to homepages created\nby users of the Tripod Service whose names appear on the list of Tripod users\nresident in the Territory as maintained by Tripod under this Section 6.2.\nCommencing for the month in which such mirrored sites are initially created,\nTripod shall provide to Licensee monthly tracking information on transfers by\nusers of the Tripod Service between homepages created using the Tripod Service\nand mirrored homepages at the Local Site. Tripod shall from time to time furnish\nto Licensee the e-mail addresses of the users of the Tripod Service listed on\nthe list maintained by Tripod under this Section 6.2, provided that Licensee\nshall not disclose such e-mail addresses to any third party without the written\nconsent of Tripod.\n\n         7. TRANSFER OF OPERATIONS.\n\n                  7.1 INITIAL OPERATIONS. Initially, Tripod shall operate and\nmaintain the Local Services for Licensee using dedicated equipment purchased or\nleased by Licensee and installed and located in the United States. Licensee\nshall reimburse Tripod for all reasonable costs (including indirect costs and\noverhead) reasonably incurred by Tripod in operating and maintaining the Local\nServices for Licensee, including without limitation costs incurred in preparing\nto commence such operation and maintenance, but excluding all costs expressly\nagreed to be borne by Tripod under this Agreement.\n\n                  7.2 TRANSFER OF OPERATIONS. When and as feasible, as\ndetermined and agreed by Tripod and Licensee, Tripod shall transfer the\noperation and maintenance of the Local Services from Tripod to Licensee, and, in\nconnection with such transfer, the equipment referred to in Section 7.1 shall be\nshipped by Tripod, at Licensee's expense, to a site in the Territory as\ndetermined by mutual agreement between Tripod and Licensee.\n\n         8. TRAINING AND TECHNICAL ASSISTANCE.\n\n                                      -8-\n\n\n                  8.1 INITIAL TRAINING. Within three (3) months after the\nEffective Date, Tripod shall, at times reasonably convenient to Tripod and\nLicensee, provide training at Tripod's principal place of business in the United\nStates for up to five (5) technical trainees who are employees of Licensee, for\na total of not more than three (3) man months, provided that the cost of travel,\nfood and lodging for such technical trainees shall be borne by Licensee, or, at\nthe option of Licensee, Tripod shall provide training at a location in Singapore\ndesignated by Licensee for technical trainees who are employees of Licensee,\nprovided that the cost of travel, food and lodging for the Tripod trainers shall\nbe borne by Licensee.\n\n                  8.2 INITIAL TECHNICAL ASSISTANCE. For a period of three (3)\nmonths after the date of the commercial launch of any Local Service, Tripod\nshall, with respect to such Local Service, provide to Licensee, without charge,\nsuch technical assistance as Licensee may reasonably require to operate and\nmaintain such Local Service at a performance level commensurate with the\nperformance of the Tripod Service.\n\n                  8.3 SUBSEQUENT TECHNICAL ASSISTANCE. After the expiration of\nthe period referred to in Section 8.1, Tripod shall, with respect to the\nrelevant Local Service, provide to Licensee such technical assistance as\nLicensee may reasonably require to operate and maintain such Local Service at a\nperformance level commensurate with the performance of the Tripod Service, and\nLicensee shall compensate Tripod for such technical assistance in accordance\nwith the most favorable rates offered by Tripod to its customers for providing\nsuch services.\n\n         9. LICENSED SOFTWARE UPDATES. Tripod shall provide to Licensee, without\ncharge, updates to (including entirely new versions of) the Licensed Software at\nthe same intervals as, and as soon as practical after, updates of the Tripod\nSoftware become available. Until operations are transferred by Tripod to\nLicensee pursuant to Section 7.2, such updates shall be made available by Tripod\nto Licensee on the equipment through which the Tripod Software is made available\nby Tripod to Licensee, and Tripod shall promptly notify Licensee each time any\nsuch update is made available. After operations are transferred by Tripod to\nLicensee pursuant to Section 7.2, such updates shall be made available by Tripod\nto Licensee by File Transfer Protocol or by Federal Express, as Tripod may\ndetermine. At the time Tripod makes available to Licensee any updates to the\nLicensed Software, Tripod shall notify Licensee of the changes to the Licensed\nSoftware effected by such updates.\n\n\n\n\n\n\n         10. DUTIES OF LICENSEE.\n\n                  10.1 ROLL-OUT SCHEDULE.\n\n                           (a) Unless otherwise agreed between Tripod and\nLicensee, and, for so long as the Joint Venture Agreement remains in effect,\nbetween Lycos and SingTel, the Service\n\n\n\n                                      -9-\n\n\nshall be initiated first in Tier One Countries, then in Tier Two Countries and\nfinally in Tier Three Countries. Subject to Section 10.2 (b), any of the Tier\nOne Countries for which the Service is not initiated on or before September 30,\n2000, any of the Tier Two Countries for which the Service is not initiated on or\nbefore December 31, 2000, and any of the Tier Three Countries for which the\nService is not initiated on or before March 31, 2001 shall thereupon be\nautomatically excluded from the Territory and from the license granted under\nSection 2.1. Tripod and Licensee shall cooperate in establishing a reasonable\nroll-out schedule for Local Services in languages other than English,\ntraditional Chinese and simplified Chinese.\n\n                           (b) If the Licensee fails to meet the deadline set\nforth in Section 10.1(a) with respect to any country included in the Territory\nand such failure is solely attributable to (i) events beyond the control of\nLicensee, including without limitation acts of God, war, invasion, rebellion,\nrevolution, insurrection, civil commotion, civil war, acts of government,\nearthquakes, fire, lightning, storms, floods, unusually severe weather\nconditions, natural disasters, strikes, lockouts, boycotts, labor disputes,\nterrorism, sabotage, arson, and the like, (ii) the failure of the Licensee (or\nany Licensee Affiliate established for such country), notwithstanding its\ndiligent efforts, to obtain from any government, regulatory or administrative\nbody any license, approval or permit required with respect to such country, or\n(iii) the failure of Tripod to timely perform its obligations under this\nAgreement, then such deadline shall be extended by a reasonable period of time\nhaving regard to the circumstances of the delay.\n\n                  10.2 TRAFFIC REPORTS.\n\n                           (a) Commencing on the fifth business day of the month\nimmediately following the month in which operations are transferred by Tripod to\nLicensee pursuant to Section 7.2, and continuing on the fifth business day of\neach month thereafter during the term of this Agreement, Licensee shall, for\nitself and for each Licensee Affiliate, provide to Tripod via electronic mail a\nfile, in standard common log file format, containing a complete and detailed\nrecord for the prior month of (a) user accesses (click stream data) to the\nLicensed Software, (b) the total number of advertising impressions possible, (c)\nadvertising impressions filled expressed as a percentage of advertising\nimpressions possible, and (d) the number of specific advertisements placed by\neach advertiser, indicating whether such advertisements are rotational, static\nor keyword based.\n\n                           (b) Commencing on the second business day of the week\nimmediately following the week in which the operations are transferred by Tripod\nto Licensee pursuant to Section 7.2, and continuing on the second business day\nof each week thereafter during the term of this Agreement, Licensee shall, for\nitself and for each Licensee Affiliate, provide to Tripod via electronic mail a\nreport summarizing the previous week's daily traffic to each Local Site.\n\n                  10.3 COMPLIANCE WITH LAW. Licensee shall operate and maintain\nthe Local Service for each country in the Territory in compliance with all\napplicable laws, rules and regulations of any relevant Regulatory Body.\n\n                                      -10-\n\n\n                  10.4 STANDARD OF OPERATION. Licensee shall operate and\nmaintain the Local Services in a manner which is consistent with the quality\nstandards of Tripod and which meets or exceeds the response performance\nstandards of the Tripod Service, subject to compliance by Tripod with its\nobligations under Section 8 and Section 9.\n\n                  10.5 TRIPOD APPROVAL OF SAMPLE MATERIALS. Tripod shall have\nthe right to approve, prior to distribution, samples of all hard copy\nadvertising and promotional materials developed by Licensee (or any Licensee\nAffiliate) and using any of the Licensed Brands or the Licensed Marks. Tripod\nshall be deemed to have given such approval in the event such samples are\napproved by the Chief Operating Officer of Licensee.\n\n                  10.6 PRIVACY POLICY. In connection with each Local Service,\nLicensee agrees to implement a privacy policy consistent with that utilized by\nTripod in connection with the Tripod Service and posted at www.tripod.com, with\nsuch modifications as may be required by applicable local law.\n\n         11. LEAKAGE. With respect to all internet traffic which is incoming to\nand which originates from any country in the Territory for which the Tripod\nService has been initiated, Tripod shall (or shall cause Lycos to) automatically\nredirect such traffic to the appropriate website at which the Local Service is\noffered for such country, except that and websites linked to on a networked\nbasis shall be accessible through links maintained at the Local Sites. In\naddition, with respect to all internet traffic which is incoming to and which\noriginates from any country outside the Territory from a user identifiable as a\nuser whose normal access would be from a country in the Territory for which the\nLocal Service has been initiated, Tripod shall (or shall cause Lycos to)\nautomatically redirect such traffic to the appropriate Local Site at which the\nLocal Service is offered for such country.\n\n         12. ADDITIONAL PROPERTIES.\n\n                  12.1 LICENSEE'S RIGHT OF FIRST REFUSAL. Tripod agrees that\nTripod will not grant to any third party, or itself exercise, any right or\nlicense to offer, operate or maintain any Additional Properties of Tripod under\nthe brand name \"Tripod\" at a website including a country designation for any\ncountry in the Territory or at any other website which specifically targets\nresidents in any country in the Territory unless Tripod first offers to grant to\nLicensee, on most favored customer terms (which may include payment of a lump\nsum royalty on a most favored customer basis), the right and license to offer,\noperate and maintain such Additional Property at the Local Sites together with\nthe Local Service and Licensee shall have failed to accept such offer within\nsixty (60) days after such offer is made, or, notwithstanding the good faith\nefforts of the parties, shall have failed to enter into a mutually acceptable\nlicense agreement with Tripod within ninety (90) days after such offer is made.\n\n                  12.2 LICENSEE'S ACQUISITION OF THIRD PARTY PROPERTIES.\nLicensee shall not acquire from a party other than Tripod any Third Party\nProperties which are similar or identical to any Additional Properties of Tripod\nnot then licensed to Licensee unless Licensee first offers\n\n\n\n                                      -11-\n\n\nto acquire from Tripod, on most favored customer terms (which may include\npayment of a lump sum royalty on a most favored customer basis), the right and\nlicense to offer, operate and maintain such Additional Property at the Local\nSites and Tripod shall have failed to accept such offer within sixty (60) days\nafter such offer is made, or, notwithstanding the good faith efforts of the\nparties, shall have failed to enter into a mutually acceptable license agreement\nwith Licensee within ninety (90) days after such offer is made.\n\n         13. [A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]\n\n         14. TAXES. In the event the Singapore government imposes any\nwithholding taxes on any amounts payable by Licensee to Tripod under this\nAgreement, including without limitation any royalty payment to be made by\nLicensee to Tripod under Section 13, Tripod shall bear all such withholding\ntaxes and Licensee shall deduct the amount of such withholding taxes from the\namount of such payments, remit such taxes to the appropriate taxing authority,\nand remit the balance of such payments, together with evidence of the remittance\nof such tax to the appropriate taxing authority, to Tripod.\n\n         15. RIGHTS IN INTELLECTUAL PROPERTY.\n\n                  15.1 RESERVATION OF RIGHTS. Except as otherwise expressly set\nforth in this Agreement, no right, title or interest in or to the Licensed\nSoftware, the Licensed Property, the Licensed Brands, the Licensed Marks, the\nTripod Enhancements, the Local Services or in any domain name including the name\n\"Tripod,\" or any variant thereof or combination therewith, or in or to any other\nintellectual property, shall pass to Licensee under this Agreement.\n\n                  15.2 TRIPOD ENHANCEMENTS. All ownership and other rights in\nand to the Tripod Enhancements shall vest in and inure to the benefit of Tripod.\nUpon request, Licensee shall execute all such documents, including without\nlimitation documents of assignment, and take all such steps and render all such\nassistance as may be necessary to assure to Tripod its rights under this Section\n15.2.\n\n                  15.3 JOINT ENHANCEMENTS. All ownership and other rights in and\nto Joint Enhancements shall vest in and inure to the benefit of Tripod and\nLicensee jointly. Each party shall have the right to use Joint Enhancements, but\nneither party shall have the right to license Joint Enhancements without the\nprior written consent of the other party.\n\n                  15.4 LICENSEE ENHANCEMENTS. All ownership and other rights in\nand to the Licensee Enhancements shall vest in and inure to the benefit of\nLicensee. Licensee hereby grants to Tripod a royalty-free, non-exclusive,\nworldwide (other than with respect to the \n\n\n\n                                      -12-\n\n\nTerritory) license, with the right to sublicense, to use the Licensee\nEnhancements in connection with the Tripod Service or otherwise.\n\n                  15.5 NO REGISTRATION BY LICENSEE. Licensee shall not, in any\ncountry in the Territory or in any other jurisdiction, make any patent,\ntrademark, service mark or copyright registration or application for\nregistration with respect to any intellectual property owned or licensed by\nTripod, including without limitation the Licensed Software, the Licensed\nProperty, the Licensed Brands, the Licensed Marks or the Tripod Enhancements,\nor, except as otherwise provided in Section 3, with respect to any domain name\nwhich includes the name \"Tripod,\" or any variant thereof or combination\ntherewith.\n\n                  15.6 BENEFIT. All use of the Licensed Property shall inure to\nthe benefit of Tripod, or, as applicable, its licensors.\n\n         16. MARKING.\n\n                  16.1 MARKING OF MATERIALS. Licensee shall, in accordance \nwith the applicable laws of the countries in the Territory, include any \nappropriate patent, trademark and copyright markings and notations in all \nmarketing, advertising, promotional and other materials which are used in \nsuch countries and which refer to the Licensed Property or the Licensed \nMarks. Without limiting the foregoing, if the name \"Tripod\" appears in any \nsuch materials, such materials shall include the following statement: \"Tripod \n-Registered Trademark- is a registered trademark of Tripod, Inc. in the \nUnited States of America [, the country where used if registered as a trademark\nin such country] and other countries. All Rights Reserved.\"\n\n                  16.2 MARKING OF ENTRY SCREEN. Subject to applicable local law,\nthe following statement shall appear on the entry screen of the Local Services,\nin a font no smaller than the font for the main text used in the relevant Local\nService and otherwise in such manner as Tripod may specify to Licensee from time\nto time:\n\n                                  \"-C-199__. Tripod, Inc.\n                         Tripod-Registered Trademark- is a registered\n                         trademark of Tripod, Inc. in the United States\n                         of America [, the country for which such Local\n                         Searchservice is offered if registered as a\n                         trademark in such country] and other\n                         countries. All Rights Reserved.\"\n\n         17. RIGHT TO LICENSE, PROTECTION OF RIGHTS AND INFRINGEMENT.\n\n                  17.1 RIGHT TO LICENSE. Tripod hereby represents and warrants\nto Licensee that:\n\n                           (a) Tripod owns and will own, or is and will be a\nlicensee (with the right to grant sublicenses) of, the Licensed Software and the\nLicensed Property made available or to be made available by Tripod to Licensee\nunder this Agreement, and has the right and authority to grant the rights and\nlicenses with respect thereto set forth in Section 2.1; and\n\n                                      -13-\n\n\n                           (b) Tripod is a registered trademark of Tripod in the\nUnited States of America and in the countries in the Territory indicated on the\nattached EXHIBIT B, and Tripod has the right and authority to grant the rights\nand licenses with respect to the Licensed Marks set forth in Section 2.1.\n\n                  17.2 [A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED\nAND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]\n\n                  17.3 LICENSED BRANDS. Tripod shall use reasonable commercial\nefforts to register \"Tripod\" as a registered trademark in any country in the\nTerritory where \"Tripod\" is not registered as a registered trademark of Tripod\nas of the date hereof. TRIPOD MAKES NO REPRESENTATIONS AND WARRANTIES WITH\nRESPECT TO THE OWNERSHIP, THE RIGHT OF TRIPOD TO LICENSE OR THE RIGHT OF\nLICENSEE TO USE THE LICENSED BRANDS IN ANY COUNTRY IN ANY COUNTRY IN THE\nTERRITORY AND GIVES NO ASSURANCE THAT ANY OF THE LICENSED BRANDS CAN OR WILL BE\nREGISTERED AS REGISTERED TRADEMARKS IN ANY COUNTRIES IN THE TERRITORY.\n\n                  17.4 INFRINGEMENT ON RIGHTS OF THIRD PARTIES.\n\n                           (a) In the event Licensee's use of the Licensed\nSoftware and the Licensed Property in accordance with the provisions of this\nAgreement and in the form in which provided by Tripod to Licensee is determined\nto infringe on the rights of any third party, Tripod shall, at its own expense\nand in its sole discretion, (a) procure for Licensee the right to continue such\nuse, (b) replace the infringing item with a non-infringing item, or (c) modify\nthe infringing item to make it non-infringing; provided, however, that the\nliability of Tripod to Licensee for any breach by Tripod of this Section 17.4(a)\nshall be subject to the applicable liability limit set forth in Section 17.2.\n\n                           (b) Subject to the applicable liability limit set\nforth in Section 17.2, Tripod shall indemnify and hold Licensee harmless from\nand against all losses, damages and liabilities resulting from the actual\ninfringement of the Licensed Software, the Licensed Property, the Licensed\nBrands or the Licensed Marks on the rights of third parties; provided, however,\nthat this indemnification shall not apply to any continued use of the Licensed\nBrands or the Licensed Marks in any country in the Territory after Licensee is\nput on notice or otherwise becomes aware that use of the Licensed Brands or the\nLicensed Marks in such country infringes on the rights of a third party.\n\n                  17.5 INDEMNIFICATION BY LICENSEE. Tripod shall not have any\nobligation or liability to Licensee for any infringement of Licensed Software\nand the Licensed Property on the rights of third parties if such infringement is\nattributable to modifications thereto made by Licensee with or without the\nconsent of Tripod, and, subject to the applicable liability limit set forth in\nSection 17.2, Licensee shall indemnify and hold Tripod harmless from and against\nall \n\n\n\n                                      -14-\n\n\nlosses, damages or liabilities resulting from any actual infringement resulting\nfrom such modifications.\n\n                  17.6 INFRINGEMENT BY THIRD PARTIES. In the event Licensee\nbecomes aware of any infringement by any third party on the rights and licenses\ngranted by Tripod to Licensee under this Agreement, Licensee shall promptly\nnotify Tripod of any sich infringement. Tripod may, but shall not be obligated\nto, take such action against such infringement as Tripod may deem appropriate.\n\n         18. YEAR 2000 WARRANTY. Tripod hereby represents and warrants to\nLicensee that the Licensed Software will perform its function without\ninterruption or failure by reason of the calendar year in which used, whether\nbefore, during or after the year 2000, or by reason of errors in date\nprocessing, date recognition or other date dependent functions, provided that\nall other products used in combination with the Licensed Software, including\nwithout limitation operating systems and other software, properly exchange data\nwith the Licensed Software. In the event of any breach of the foregoing\nwarranty, Tripod shall, as Licensee's sole remedy, modify the Licensed Software\nso as to comply with the foregoing warranty.\n\n         19. WARRANTY DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS\n17.1 AND 18, TRIPOD MAKES NO WARRANTIES TO LICENSEE OF ANY KIND, WRITTEN OR\nORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED\nWARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, ALL OF\nWHICH OTHER WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.\n\n         20. CONFIDENTIALITY.\n\n                  20.1 CONFIDENTIALITY. For so long as this Agreement remains in\neffect and for a period of two (2) years after any expiration or termination of\nthis Agreement, each party shall keep strictly confidential, and shall not\ndisclose, any confidential information of the other party received under or in\nconnection with this Agreement, including without limitation any information,\nwritten or oral, relating to customers, costs, profits, markets, sales,\nproducts, product development, key personnel, pricing policies, operational\nmethods, technology, know-how, technical processes, formulae or plans for future\ndevelopment; provided, however, that confidential information shall not include,\nand the disclosure restrictions of this Section 20.1 shall not apply to, any\ninformation received by either party from the other which:\n\n                           (a) was already known to the recipient at the time of\nreceipt;\n\n                           (b) was at the time of receipt, or thereafter\nbecomes, freely and generally available to the public through no wrongful act of\nthe recipient;\n\n                           (c) is rightfully received by the recipient from a\nthird party legally entitled to disclose such information free of\nconfidentiality restrictions;\n\n                                      -15-\n\n\n                           (d) is disclosed by the recipient pursuant to the\norder of any court or in connection with any legal proceeding commenced by or\nagainst the recipient, provided that prior to any such disclosure the recipient\nshall give the other party a reasonable opportunity to seek a protective order\nwith respect to any such disclosure; or\n\n                           (e) is disclosed by the recipient, or any Affiliate\nof the recipient, as required under any applicable securities laws\n\nUpon the expiration or termination of this Agreement, either party shall \neither destroy or return to the other party all memoranda, notes, records, \nreports and other documents (including all copies thereof) containing any \nconfidential information of such other party and in such other party's \npossession or under its control at the time of such expiration or \ntermination, and shall give written certification of compliance with this \nparagraph to such other party.\n\n                  20.2 PRESS RELEASES AND ANNOUNCEMENTS. Neither party shall\nissue any press releases or public announcements relating to this Agreement, the\ntransactions contemplated by this Agreement or the business of Licensee without\nthe prior written approval of the other party, which approval shall not be\nunreasonably withheld or delayed, except that each party shall be permitted to\nissue any press releases or publicity statements (whether or not approved by the\nother party) to the extent required by any applicable securities laws, and\nTripod shall have the right to issue press releases and make public\nannouncements relating to its products, services and plans.\n\n         21. TERM AND TERMINATION.\n\n                  21.1 TERM. Unless sooner terminated as provided in Section\n5.2, Section 21.2, Section 21.3 or Section 21.4 the term of this Agreement shall\ncommence from the Effective Date and continue until the dissolution of Licensee.\n\n                  21.2 AUTOMATIC TERMINATION. This Agreement is subject to\nautomatic termination upon the making of any order by the High Court of the\nRepublic of Singapore for the winding up or judicial management of the Company,\nor the passing of any special resolution by the shareholders of the Company for\nthe winding up or liquidation of the Company.\n\n                  21.3 TERMINATION BY TRIPOD. Tripod may terminate this\nAgreement by written notice to Licensee in the event Licensee fails to make any\ninstallment payment of royalties when and as due, or in the event Licensee\nceases to conduct business for a period of not less than sixty (60) consecutive\ndays, and such failure or cessation of business continues for thirty (30) days\nafter written notice thereof is given by Tripod to Licensee.\n\n                  21.4 TERMINATION BY LICENSEE. Licensee may terminate this\nAgreement in the event Tripod materially breaches this Agreement and such\nbreach, if susceptible of cure, remains uncured for thirty (30) days after\nLicensee gives written notice of such breach to Tripod.\n\n                  21.5 EFFECT OF TERMINATION. The expiration or termination of\nthis Agreement shall not affect any payment obligations of either party to the\nother accrued or otherwise existing \n\n\n\n                                      -16-\n\n\nas of the date of such expiration or termination. Upon the expiration or\ntermination of this Agreement for any reason, all of the rights and licenses\ngranted under Section 2.1, and any sublicenses granted pursuant to this\nAgreement, shall terminate, and Licensee shall immediately (a) cease any use of\nthe Licensed Brands, the Licensed Marks, the Licensed Property, the Local\nCatalogs, the Lycos Catalog, the Licensed Software and the Tripod Enhancements,\n(b) either return to Tripod or destroy all embodiments thereof, and (c) certify\nto Tripod in writing that Licensee has complied with the requirements of clauses\n(a) and (b) of this Section 22.5.\n\n                  21.6 SURVIVAL. The provisions of Sections 15 and 20 shall\nsurvive any expiration or termination of this Agreement.\n\n         22. MISCELLANEOUS.\n\n                  22.1 COSTS. Except as may be otherwise expressly provided in\nthis Agreement, each party shall bear its own costs and expenses in carrying out\nits obligations under this Agreement.\n\n                  22.2 LATE PAYMENTS. All amounts payable by either party to the\nother party under this Agreement shall be due and payable within thirty (30)\ndays after the date of invoice. If any payment is not received within thirty\n(30) days after the date of invoice, interest will be imposed on such amount\nfrom the date due until paid in full at a rate of one percent (1%) per month.\n\n                  22.3 NOTICES. Any notice, request, demand, approval or consent\nrequired or permitted under this Agreement shall be in writing and shall be\neffective upon actual receipt when delivered by (a) registered mail, postage\nprepaid, return receipt requested, (b) personal delivery, (c) an overnight\ncourier of recognized reputation (such as DHL or Federal Express), or (d)\ntransmission by facsimile (with confirmation by mail), in each case addressed as\nfollows:\n\n\n\n\n\n                  If to Tripod:     Tripod, Inc.\n                                    400-2 Totten Pond Road\n                                    Waltham, MA 02154\n                                    U.S.A\n                                    Attention:  General Counsel\n                                    Telephone:  (781) 370-2700\n                                    Facsimile:  (781) 370-2600\n\n                  With a copy to:   Coudert Brothers\n                                    1055 West 7th Street, 20th Floor\n                                    Los Angeles, CA 90017\n                                    U.S.A.\n\n                                      -17-\n\n\n                                    Attention:   Richard G. Wallace\n                                    Telephone:   (213) 688-9088\n                                    Facsimile:   (213) 689-4467\n\n                  If to Licensee:   Lycos Asia Pte Ltd\n\n                                    ---------------------------\n                                    ---------------------------\n                                    Attention:\n                                                      ---------------\n                                    Telephone:  \n                                                      ---------------\n                                    Facsimile:  \n                                                      ---------------\n\nEither party may change its address or facsimile number for notice purposes by\nnotice given to the other party in accordance with this Section 22.3.\n\n                  22.4 ASSIGNMENT. Neither party's rights, duties or\nresponsibilities under this Agreement may be assigned, delegated or otherwise\ntransferred in any manner, without the prior written consent of the other party.\nNotwithstanding the foregoing, no such consent shall be required in connection\nwith the assignment, delegation or other transfer of any such rights, duties or\nresponsibilities (a) by a party to any Affiliate, or (b) in connection with any\nmerger or other transaction, regardless of its form, in which all or\nsubstantially all of the assets of either party are acquired.\n\n                  22.5 ENTIRE AGREEMENT. This Agreement, including the exhibits\nreferred to herein, which are hereby incorporated in and made a part of this\nAgreement, constitutes the entire contract between the parties with respect to\nthe subject matter covered by this Agreement. This Agreement supersedes all\nprevious letters of intent, agreements and understandings, if any, by and\nbetween the parties with respect to the subject matter covered by this\nAgreement. This Agreement may not be amended, changed or modified except by a\nwriting duly executed by the parties hereto.\n\n                  22.6 SEVERABILITY. If any provision of this Agreement is held\nby a court of competent jurisdiction to be unenforceable, invalid or void in any\nrespect, no other provision of this Agreement shall be affected thereby, all\nother provisions of this Agreement shall nevertheless be carried into effect and\nthe parties shall amend this Agreement to modify the unenforceable, invalid or\nvoid provision to give effect to the intentions of the parties to the extent\npossible in a manner which is valid and enforceable.\n\n                  22.7 REMEDIES AND WAIVERS. All rights and remedies of the\nparties are separate and cumulative, and no one of them, whether exercised or\nnot, shall be deemed to be to the exclusion of or to limit or prejudice any\nother rights or remedies which the parties may have. The parties shall not be\ndeemed to waive any of their rights or remedies under this Agreement, unless\nsuch waiver is in writing and signed by the party to be bound. No delay or\nomission on the part of either party in exercising any right or remedy shall\noperate as a waiver of such right or remedy or any other right or remedy. A\nwaiver on any one occasion shall not be construed as a bar to or waiver of any\nright or remedy on any future occasion.\n\n                                      -18-\n\n\n                  22.8 ARBITRATION. In the event any dispute arises between\nTripod and Licensee with respect to any matter arising out of or relating to\nthis Agreement which cannot be amicably resolved, such dispute shall be\nsubmitted to the London Court of International Arbitration for binding\narbitration in accordance with the UNCITRAL arbitration rules as then in effect.\nThe arbitration shall be conducted in the English language, and shall be held in\nLondon, England. Any arbitration award rendered in any such arbitration\nproceeding may be entered in and enforced by any court of competent\njurisdiction. Nothing contained in this Section 22.8 shall prevent or be\nconstrued to prevent either party from seeking a temporary restraining order or\na preliminary or permanent injunction or any other form of interim, provisional\nor equitable relief in any court of competent jurisdiction.\n\n                  22.9 GOVERNING LAW. This Agreement shall be governed by, and\ninterpreted in accordance with, the laws of England except that each party shall\nhave the right in its capacity as a disclosing party to enforce the provisions\nof Section 20 under either the laws of the State of Massachusetts or the laws of\nEngland. For all purposes relating to the enforcement of Section 20 the parties\nshall submit to the non-exclusive jurisdiction of the Courts of Singapore and\nthe federal and state courts located in the State of Massachusetts provided that\nin any matter brought before the federal and state courts located in the State\nof Massachusetts the parties irrevocably waive all rights to a jury trial.\n\n                  22.10 HEADINGS. The headings contained in this Agreement are\nfor convenience only and are not a part of this Agreement, and do not in any way\ninterpret, limit or amplify the scope, extent or intent of this Agreement, or\nany of the provisions of this Agreement.\n\n                  22.11 COUNTERPARTS AND FACSIMILE. This Agreement may be\nexecuted in counterparts, each of which shall constitute an original, but all of\nwhich together shall constitute one and the same agreement. Transmission of\nfacsimile copies of signed original signature pages of this Agreement shall have\nthe same effect as delivery of the signed originals.\n\n                  22.12 CONTROLLING LANGUAGE. This Agreement has been prepared,\nnegotiated and signed in English, and English is the controlling language of\nthis Agreement.\n\n                  22.13 THIRD PARTY BENEFICIARY. This Agreement is not intended\nto and does not confer any rights on any third party, and no such third party\nshall be a third party beneficiary under or in respect of this Agreement.\n\n                  22.14 BINDING EFFECT. Subject to Section 22.4, this Agreement\nshall be binding upon and shall inure to the benefit of the parties and their\nrespective successors and assigns.\n\n         IN WITNESS WHEREOF, the parties have executed this Agreement as of the\ndate first above written.\n\n                                      -19-\n\n\n                                    TRIPOD, INC.,\n                                    a corporation organized under the laws of  \n                                    Delaware, USA\n\n                                    By:                                        \n                                    Its:                                       \n\n\n                                    LYCOS ASIA PTE LTD,\n                                          a company organized under the laws of\n                                    Singapore\n\n                                    By:                                        \n                                    Its:                                       \n\n\n\n\n\n\n\n                                    EXHIBITS\n\n\n         Exhibit A:        Licensed Software\n         Exhibit B:        Licensed Brands and Marks\n\n\n\n\n\n\n\n\n\n                                   EXHIBIT A\n\n                               LICENSED SOFTWARE\n\n [A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]\n\n\n\n                                   EXHIBIT B\n\n                           LICENSED BRANDS AND MARKS\n\n [A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8096],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9617],"class_list":["post-42408","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-lycos-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42408","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=42408"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42408"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42408"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42408"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}