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EXHIBIT 10.6
AMENDED AND RESTATED
TECHNOLOGY TRANSFER AGREEMENT
THIS AMENDED AND RESTATED TECHNOLOGY TRANSFER AGREEMENT (the
"Agreement"), is made this 7th day of April, 1998 among REAL MEDIA, INC., a
Delaware corporation ("Real Media USA"), PUBLIGROUPE, S.A. (formerly Publicitas
Holding, S.A.), a company organized under the laws of Switzerland
("PUBLIGroupe"), and REAL MEDIA, S.A., a subsidiary company of PUBLIGroupe
organized under the laws of Switzerland ("Real Media Europe") and such other
companies which are controlled directly or indirectly by PUBLIGroupe or Real
Media Europe (together, the "European Companies").
Background
The parties hereto have entered into a certain Technology
Transfer Agreement dated December 3, 1996 (the "Technology Agreement"). Real
Media USA is currently engaged in discussions with Advance Publications
("Advance") to enter into a joint business relationship pursuant to which
Advance will, among other things, invest approximately $3 million in Real Media
USA and enter into a strategic partnership with Real Media USA for the
production and distribution advertising programs and content.
PUBLIGroupe USA Holdings, Inc. ("PUBLIGroupe USA"), a
subsidiary of PUBLIGroupe, is the owner of approximately 41% of the issued and
outstanding capital stock of Real Media USA and the transactions with Advance
will benefit Real Media USA.
It is a condition to the transactions with Advance that the
Technology Agreement be amended and restated on the terms and conditions
hereinafter set forth.
Terms
NOW THEREFORE, for good and valuable consideration and
intending to be legally bound hereby, the parties agree as follows:
1. Definition. Capitalized Terms not otherwise defined herein
shall have the meanings set forth below.
"Business" shall mean the business of providing Online Content
Providers in Europe with integrated planning, placement and measurement of
advertising and other content using the Technology.
"Europe" shall consist of all territories on the European
continent, including the former Soviet States located in Europe (Belarus,
Ukraine, Moldavia, Estonia, Latvia and Lithuania) and all of Russia.
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"Marketing Agreement" shall mean the Amended and Restated
Marketing Agreement dated as of the date hereof between Real Media USA and
PUBLIGroupe, as such Agreement may be amended from time to time.
"Online Content Provider in Europe" shall mean an online
content provider whose primary offices are located in Europe or which publishes
online content designed primarily for readers in Europe and seeks advertising
for products and services marketed in Europe.
"Products" shall mean the software products set forth on
Exhibit B and such other software products that utilize the Technology primarily
for the Business.
"Technology" shall mean the technology referred to by Real
Media USA as the AdStream system used in the management of online content, as
described in Exhibit A attached hereto, including improvements thereto as
described in Section 8 of this Agreement.
"Trademark Agreement" shall mean the Trademark and Tradename
Agreement dated December 6, 1996 pursuant to which Real Media USA provides
PUBLIGroupe and Real Media Europe with certain rights to use the REAL MEDIA,
ADSTREAM and MEDIAEXPRESS trademarks and tradenames and support services, as
such Agreement may be amended from time to time.
2. Grant of License; Use of Technology. Real Media USA grants
the European Companies the license and night to use, reproduce, modify and
enhance solely in connection with the operation of the Business in Europe, the
Technology. The European Companies shall not use the Technology in connection
with any other service, product or business other than the Business, or in any
other country or territory other than Europe. Notwithstanding the foregoing,
this Agreement will not extend to any country or territory in which the
Technology will not be afforded protection as trade secrets and copyrighted
works, or where prior approval of any governmental authority is required in that
country or territory, or to any country or territory to which the extension of
this Agreement would violate the laws of the United States. Real Media USA has
delivered to the European Companies copies of discs, documents, tapes, source
codes and other records and media in which the Technology has been written,
recorded, or otherwise embodied (the "Technology Records").
3. Exclusivity. Subject to Paragraph 13 hereof and with the
exception of the Netscape Bundled Software (as defined below), during the term
of this Agreement Real Media USA will not use, and will not grant the right to
any third party to use, reproduce, modify, enhance, relicense, market and
exploit the Technology and/or the Products in connection with the Business in
Europe. Real Media USA retains all rights to use and license the use of the
Technology outside Europe. For purposes of this Agreement the term "Netscape
Bundled Software" shall mean any suite of software products offered by Netscape
Communications Corporation, or its successors ("Netscape") that includes the
Products only so long as (1) the European Companies are paid a fee of 50% of the
revenue received by Real Media USA from Netscape for sales of the Netscape
Bundled Software in Europe, (11) the list purchase price to
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end users for the Netscape Bundled Software shall equal or exceed three times
the then current end user list price being charged by the European Companies for
the Product incorporated into the software suite. Real Media USA will provide
the European Companies with reasonable details of any ongoing negotiations with
Netscape for bundled software incorporating the Products to be sold in Europe,
and Real Media USA will solicit the cooperation and assistance of the European
Companies in developing the strategy for marketing the Netscape Bundled Software
in Europe.
4. Reseller Arrangements.
(a) The European Companies shall, subject to Paragraph 13
hereof, have the exclusive right to relicense the Products and to provide
related technical services in Europe, in its sole and complete discretion,
including, but not limited to the right to set relicense fees and the charges
for related technical services. All of the costs and expenses incurred by the
European Companies relating to the relicensing of the Products and the provision
of related technical services, or otherwise, except for those costs described in
Paragraph 5, will be borne by the European Companies. The European Companies are
not, and shall not do business as the representative, agent, franchisee, servant
or employee of Real Media USA but shall act solely as an independent contractor.
The European Companies may relicense the Products and provide related technical
services, only upon procuring from each customer a properly completed and
executed non-exclusive Product license agreement in a form substantially similar
to the attached Annex A; this licensing agreement may be properly completed and
executed online by the licensees.
(b) The European Companies shall ensure that all copies of
the Products delivered to customers shall retain the proprietary and copyright
notices and legends supplied by Real Media USA and shall keep a record
identifying each copy of the Product and the customer to whom it has been
delivered.
(c) The European Companies shall report and pay Real Media
USA on a quarterly basis fee on all receipts for Products and related technical
services sold in the previous quarter. Payments to Real Media USA shall be
computed as a percentage of the gross sales price for the Products and related
technical services sold to end users calculated in accordance with the fee
schedule attached as Schedule I based upon all such sales from and after January
1, 1998. Payments shall be made in United States currency to a Bank designated
by Real Media USA within thirty (30) days of end of each quarter, provided that
$275,451 of such fees shall be payable by the European Companies as a prepaid
license fee (the "Prepaid License Fee"), the receipt of which is hereby
acknowledged by Real Media USA. No quarterly fees shall be due and payable until
such time as the European Companies have achieved sales hereunder which
otherwise would have resulted in the payment of $275,451 of fees to Real Media
USA. The PUBLIGroupe Notes (as defined below) shall be surrendered for
cancellation upon execution of this Agreement and the receipt by PUBLIGroupe of
$500,000 to be paid by Real Media USA. The term "PUBLIGroupe Notes" shall (i)
mean a certain Convertible Promissory
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Note payable by Real Media USA to PUBLIGroupe and (ii) three promissory notes
payable to PUBLIGroupe in the aggregate principal amount of $225,000.
5. Development Services. Real Media USA shall provide
PUBLIGroupe and Real Media Europe the exclusive use of one (1) senior level
software development engineer located at its development facilities, and other
technology development resources as may be available and needed by PUBLIGroupe
or Real Media Europe on a project basis. Real Media Europe shall select such
engineer who will be its employee, subject to the reasonable consent of Real
Media USA with respect to such engineer's compensation. The costs of supporting
this engineer, and the other technology development resources, shall be borne by
the European Companies and $275,451 of the cost of such development services
shall be payable by the European Companies as a prepaid development services fee
(the "Prepaid Development Services Fee"), the receipt of which is hereby
acknowledged by Real Media USA. Real Media USA shall provide quarterly
statements listing in reasonable detail its actual costs for providing
development services hereunder and such statements shall be paid by the European
Companies within 30 days of their presentation; provided, however, that the
European Companies shall pay only for such costs which are incurred by Real
Media USA in excess of the $275,451 Prepaid Development Services Fee.
6. Regulatory Matters.
(a) The European Companies shall comply with the laws of
all countries in respect of which licenses are granted under this Agreement
relating to the marking, of products with suitable patent and/or copyright
notices, as applicable.
(b) The European Companies shall not, without the prior
written consent of Real Media USA, transmit any Technology or any information
received from Real Media USA, directly or indirectly, to any country to which
export of such information or product is prohibited by United States government
regulations as issued from time to time relating to the exportation of technical
data of United States origin. Real Media USA shall take reasonable steps to
undertake to comply with United States laws and regulations which result in the
least restriction on the use of the Technology by the European Companies.
(c) Notwithstanding any other provision of this Agreement,
Real Media USA may grant non-exclusive licenses under the Technology to third
parties, to the extent necessary to comply with applicable compulsory license
requirements and to keep any patents of the Technology in full force, all of the
foregoing subject to the consent of PUBLIGroupe or Real Media Europe, such
consent not to be unreasonably withheld.
(d) To the extent that Real Media USA deems it necessary or
desirable to obtain approval of, record, or register this license, the European
Companies shall at Real Media USA's expense, cooperate fully with Real Media USA
or Real Media USA's designee (including the execution of all documents which
Real Media USA deems necessary or desirable) in seeking such approval and
effecting such recording or registration, and in withdrawing or canceling any
such approval, recording or registration upon the termination of this Agreement.
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(e) Real Media USA and the European Companies shall
co-operate fully in the preparation and submission of any necessary
application/notification to the Commission of the European Communities in
respect this Agreement with a view to securing negative clearance or exemption
for the terms agreed at the date hereof The costs of preparing and submitting
such application/notification shall be borne by the European Companies.
7. Delivery of Technology. Except as required by the terms of
any relicensing of the Products as permitted under this Agreement, the European
Companies will not cause any additional copies of the Technology Records to be
made without Real Media USA's prior written consent. The European Companies will
treat the Technology as secret and confidential, will take all reasonable
precautions to prevent the unauthorized disclosure of the Technology (including
without limitation following the most stringent security procedures that it
follows with its own trade secrets and confidential information), and will not
disclose the Technology to anyone other than those of its employees and agents
who require such knowledge in order that the European Companies may carry out
its duties under this Agreement and the Marketing Agreement. The European
Companies' obligation to maintain secrecy and confidentiality shall not extend
to any issued patents or any Technology which is or becomes public knowledge
through no act or omission of the European Companies.
8. Improvements.
(a) If Real Media USA invents, develops, acquires or learns
of any improvements to the Technology during the period beginning with the date
of this Agreement and ending on November 30, 2003, Real Media USA will promptly
notify the European Companies of such improvements, and such improvements will
be considered "Technology" for the purposes of this Agreement; provided,
however, that if the license granted hereunder shall be rendered non-exclusive
in accordance with Paragraph 13 hereof, any improvements made thereafter to the
Technology shall not be subject to the terms of this Agreement.
(b) If either of the European Companies invents, develops,
acquires or learns of any improvements to the Technology during the period
beginning with the date of this Agreement and ending on November 30, 2003, the
European Companies will promptly notify Real Media USA of such improvements. The
European Companies hereby grant to Real Media USA a fully paid-up license to all
rights to use and market such improvements outside of Europe for the term of
this Agreement; provided, however, that if the license granted hereunder shall
be rendered non-exclusive in accordance with Paragraph 13 hereof, any
improvements made thereafter to the Technology shall not be subject to the terms
of this Agreement. The European Companies shall have full, sole and exclusive
ownership of such rights and the rights to implement and market these
improvements within Europe. Additionally, Real Media USA agrees to make such
assignments to Real Media Europe as are reasonably requested by Real Media
Europe of any copyright or any other intellectual property rights in any
software enhancements created by the engineer described in Paragraph 5 of this
Agreement.
9. Patent and Copyright Protection. Real Media USA makes no
representations or warranties concerning the Technology or its patentability,
and no
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representations or warranties that Real Media Europe's use of any Marks (as such
term is defined in the Trademark and Tradename Agreement as of the 3rd day of
December, 1996 by and between Real Media and the European Companies) will not
infringe the rights of any third party. Real Media USA has no obligation to
indemnify Real Media Europe or PUBLIGroupe in the event that Real Media Europe's
use of Technology, conduct of the Business, or sale of a product or service,
infringes or is claimed to infringe the rights of any third party.
Notwithstanding the foregoing, Real Media USA at its own expense will seek such
patent and copyright protection in Europe as Real Media USA deems advisable, and
take such steps as Real Media USA and PUBLIGroupe together deem prudent to
protect the Technology against infringement. Notwithstanding the foregoing, Real
Media USA will seek such patent and copyright protection in respect of the
Technology in Europe as Real Media USA deems advisable, and Real Media Europe
shall provide reasonable co-operation to Real Media USA in relation to the
seeking of such protection. Where local copyright law in any country in Europe
is not adequate to protect the Technology, Real Media Europe acknowledges that
Real Media USA shall be entitled to patent the Technology in such countries, and
Real Media Europe shall reimburse to Real Media USA the reasonable costs and
fees of obtaining such patents in Europe. Neither PUBLIGroupe nor Real Media
Europe will, directly or indirectly, (i) apply for any patents in respect of any
aspect of the Technology, (ii) enter into any Agreement with any third party
which in any way alters, diminishes, or restricts the rights of Real Media USA
or Real Media Europe in any aspect of the Technology or places any restrictions
or conditions upon the use of any Technology (provided that nothing contained
herein shall preclude the grant of any relicense of the Products as permitted
under this Agreement), or (iii) take any other action that would prejudice or
interfere with Real Media USA's ownership of any Technology or the patents in
any Technology. Nothing in this Paragraph 9 shall restrict or prevent the
European Companies from prosecuting or defending as applicable any action in
Europe for infringement involving the Technology and/or the Products in
accordance with Paragraph 10.
10. Infringement.
(a) If either the European Companies or Real Media USA
become aware of any unauthorized use or infringement by any third party of any
Technology in Europe, each of them will promptly notify the other. Following
such notification, Real Media USA and PUBLIGroupe shall for the period of 21
days following such notification attempt in good faith to agree what action
should be taken and: (i) if either Real Media USA or PUBLIGroupe wants to take
action to prevent such infringement continuing (the "Proceeding Party") but the
other party declines to take action (the "Declining Party"), the Proceeding
Party shall be entitled upon the expiration of such period or at any time
thereafter to proceed at its discretion and shall pay the costs of the action
and retain any amounts recovered, and the Declining Party shall provide
reasonable co-operation and assistance in connection with such action at the
Proceeding Party's cost; or (ii) if both Real Media USA and PUBLIGroupe want to
take action but they cannot agree on the form of action to take within such
period, PUBLIGroupe and/or Real Media Europe shall be solely entitled to bring
any claim for infringement by any third party in respect of the use of the
Technology in Europe and retain any amounts recovered, and Real Media USA shall
at its
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own cost provide such reasonable co-operation and assistance as may be
requested by the European Companies in connection with any such action.
(b) If either European Companies or Real Media USA become
aware of any assertion by any third party that PUBLIGroupe and/or Real Media
Europe's use of any Technology constitutes patent, copyright, or trade secret
infringement, or any other tortious act, each of them will promptly notify the
other.
(c) In the event that such any such assertion as described
in sub-paragraph (b) of this Clause 10 results in a claim being brought in
Europe against either or both of the European Companies: (i) they shall have the
right at their discretion to defend any such claim and shall be responsible for
paying the costs of the defense; and (ii) Real Media USA shall provide
reasonable co-operation and assistance to the European Companies in connection
with the defense of such claim, provided that the European Companies shall not
be entitled to settle any claim or make any admission in respect of such claim
which would prejudice Real Media USA's ownership of the Technology without the
written consent of Real Media USA. If Real Media USA declines to give consent
within 21 days of a request made by the European Companies in circumstances
where the European Companies wish to settle a claim or make an admission as
described in the preceding sentence, Real Media USA shall have conduct of and
shall be responsible for bearing all the costs of the defense of such claim as
of the expiration of such 21 day period.
(d) In the event that any such assertion as described in
sub-paragraph (b) of this Clause 10 results in a claim being brought in Europe
against Real Media USA, the following shall apply: (i) Real Media USA shall have
the right at its discretion to defend any such claim and shall be responsible
for paying the costs of the defense; and (ii) the European Companies shall
provide reasonable assistance to Real Media USA in connection with the defense
of such claim, provided that Real Media USA shall not be entitled to settle any
claim or make any admission in respect of such claim which could prejudice or
harm the rights of either or both of the European Companies under this Agreement
without the prior written consent of the European Companies. If the European
Companies decline to give consent within 21 days of a request made by Real Media
USA in circumstances where Real Media USA wishes to settle a claim or make an
admission as described in the preceding sentence, the European Companies shall
have conduct of and shall be responsible for bearing all the costs of the
defense of such claim as of the expiration of such 21 day period.
11. Liability. Real Media USA makes no representation,
guarantee or warranty, express or implied, as to the results to be expected from
use of any of the inventions contained in the Technology or from the manufacture
or sale of any product or service using or embodying the Technology. Real Media
USA shall have no responsibility under any legal principle to real Media Europe,
PUBLIGroupe, or others for the quality or performance of any product or service
using or embodying the Technology, for the claims of third parties relating to
any product or service using or embodying the Technology or sold by Real Media
Europe. In no
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event shall Real Media USA be liable to the European Companies for indirect,
special, incidental or consequential damages under this Agreement or otherwise.
12. Term and Termination. This Agreement will commence on the
date of this Agreement and continue until November 30, 2003, unless terminated
upon the mutual agreement of Real Media USA and PUBLIGroupe, or unless
terminated as follows:
(a) Real Media USA may terminate this Agreement
immediately if PUBLIGroupe Holding, S.A. becomes insolvent, falls to operate in
the ordinary course of business, or is unable to pay its debts when due, or
makes any assignment for the benefit of creditors, or shall file any petition
under the bankruptcy or insolvency laws of any jurisdiction, county or place, or
be adjudicated bankrupt or insolvent.
(b) If Real Media USA on the one hand, or PUBLIGroupe
and/or Real Media Europe on the other hand, commits a breach of any of the
material terms and provisions of this Agreement or the Trademark Agreement, the
non-breaching party may terminate this Agreement after providing written notice
describing such breach and the steps needed to cure such breach, and allow the
breaching party thirty (30) days after the delivery of such notice in which to
cure such breach. If the breach is not cured, then this Agreement shall
terminate sixty (60) days after the date of delivery of notice. The failure of a
party to terminate this Agreement for any one or more acts or instances
constituting a breach shall in no way be construed as a waiver, express or
implied, of such party's right to terminate for any other act or instance of
like or different nature.
13. Effect of Termination.
(a) Upon the termination of this Agreement for the reasons
set forth in Subsections 12(a) or 12(b) by reason of a breach by one of the
European Companies, (i) except for those continuing rights described in
Subsection (b) below, Real Media Europe's right to use the Technology and all of
PUBLIGroupe's and Real Media Europe's other rights under this Agreement shall
cease except with respect to licensees of Real Media Europe subject to the terms
provided in such licensing agreements, (ii) Real Media Europe will immediately
return to Real Media USA all copies of all Technology Records and will erase or
destroy all other copies in its possession or control other than those needed in
connection with the continuing rights described in Subsection (b) below, and
(iii) and subject to Subsection (b) below, all of the other rights, duties and
obligations of the parties hereunder shall terminate except Real Media Europe's
obligations (1) under Section 7, and (2) to cooperate in Real Media USA or Real
Media Europe's prosecution or defense of any infringement claims in accordance
with Section 10.13.
(b) Upon termination of this Agreement for the reasons set
forth in Subsections 12(a) or 12(b) by reason of a breach by one of the European
Companies, Real Media USA acknowledges that any sub-licenses granted by Real
Media Europe in respect of the Technology which are in force as at the date of
termination shall continue in force until the date of expiration or termination
of each such sub-license in accordance with its terms. The Parties agree that
the provisions of this Agreement shall continue to apply as between the Parties
in
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respect of any sub-licenses as described in this Subsection (b) to the extent
required to give effect to the provisions of this Subsection (b).
(c) Upon the termination of this Agreement for any reason
other than those set forth in Subsections 12(a) or 12(b) by reason of a breach
by on of the European Companies, (i) Real Media Europe shall continue to have
the right to use and to relicense the Technology on a non-exclusive basis, (ii)
all of the PUBLIGroupe's and Real Media Europe's other rights under this
Agreement shall cease, including without limitation the right to receive
improvements under Subsection 8(a).
14. Assignment, Sublicensing. The rights granted to Real Media
Europe under this Agreement are personal to Real Media Europe. Subject to the
express terms hereof, Real Media USA does not grant, and nothing in this
Agreement shall be construed as granting, Real Media Europe the right to
directly or indirectly sublicense or authorize others to use the Technology.
Real Media Europe may not directly or indirectly assign or transfer to any third
party all or any part of its rights or duties under this Agreement, provided,
however, that Real Media USA and the European Companies may freely assign or
transfer their rights and obligations under this Agreement to a corporate
affiliate in which there is direct or indirect common ownership of 50% or more
or to the successor of the business to which this Agreement relates.
15. Miscellaneous.
(a) All notices, requests, consents and other
communications hereunder shall be in writing and shall be delivered in person,
mailed by certified or registered mail, return receipt requested, or sent by
telecopier or telex, addressed as follows: (i) if to Real Media USA, Real Media,
Inc., ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, attention: President; and
(ii) if to PUBLIGroupe or Real Media Europe: PUBLIGroupe Holding, S.A., ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, with a copy to Squadron,
Ellenoff, Plesent & ▇▇▇▇▇▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇; or, in any such case, at such other address or
addresses as shall have been furnished in writing by such party to the other.
(b) This Agreement shall be governed by the laws of the
State of New York, Unites States of America, and may be amended or modified only
by a writing executed by all parties, and shall be binding upon and inure to the
benefit of the parties and their respective successors and permitted assigns.
(c) The invalidity of any provision of this Agreement will
not affect the validity of the remaining provisions, and this Agreement will be
construed as if such invalid provision had been omitted.
(d) In the event of a breach by any party hereto of the
terms of this Agreement, the other party or parties shall be entitled to all of
their remedies at law or in equity. The parties hereto acknowledge that a breach
of this Agreement will cause irreparable damage to
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the other party or parties, the exact amount of which will be difficult or
impossible to ascertain, and that remedies at law for any such breach will be
inadequate. Accordingly, the parties hereto acknowledge that, upon a breach of
this Agreement, the other party or parties shall be entitled to injunctive or
other equitable relief, without posting bond or other security.
(e) This Agreement sets forth all of the promises and
undertakings between the parties relating to the subject matter hereof and
supersedes all prior and contemporaneous agreements and understandings, express
or implied, oral or written with respect to the subject matter hereof.
This Agreement has been written in the English language. In the event of
conflict between the English version and any version in any other language, the
English version shall prevail.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date and year first above written.
REAL MEDIA, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------
Title: President
PUBLIGROUPE HOLDING, S.A.
By: /s/ Annasohn By: /s/ HP ▇▇▇▇▇▇
---------------------------- ---------------------
Name: Assasohn W HP ▇▇▇▇▇▇
Title: Senior Vice President Senior Vice President
6/4/98
REAL MEDIA, S.A.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ s/ HP ▇▇▇▇▇▇
---------------------------- ---------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ HP ▇▇▇▇▇▇
Title: Managing Director President
6/4/98
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Exhibit A
For purposes of the Technology Agreement, the "Technology" shall be defined as
all computer software, source code and systems created, modified or enhanced by
Real Media USA relating to the development and operation of its Open AdStream
technology or any successor thereto which in any manner performs the same or
substantially similar function and all other software, source code and systems
which shall be developed during the applicable periods which is used for the
Business.
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Exhibit B
Products
Open AdStream
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Schedule l
Commissions Percentage of Gross End User Sales*
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Annual Revenue (US Dollars) Initial Sale Renewal
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0 - 100,000 17.5% 10%
101,000 - 200,000 15.0% 7.5%
Over 200,000 12.5% 5.0%
* Based on revenue received by Real Media Europe for relicense and
related technical services, exclusive of taxes and governmental fees,
for sales which are made by the European Companies to end users
directly.
Additionally, commissions shall be payable equal to thirty percent of
revenue received by Real Media Europe for relicense and related
technical services, exclusive of taxes and governmental fees, for sales
which are made by the European Companies through intermediaries.