OVERTURE SEARCH SERVICES AGREEMENT

Exhibit 10.45

EXECUTION CONFIDENTIAL

This Overture Search Services Agreement (the “Agreement”) is effective as of May 1, 2002 (“the “Effective Date”) and entered into by and between Overture Services, Inc. (“Overture”), a Delaware corporation with offices at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and Yahoo! Inc. (“Yahoo”), a Delaware corporation with offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and hereby supercedes in its entirety the Overture Search Services Agreement entered into as of November 13, 2001 by and between Overture and Yahoo, as amended by the letter agreement regarding the treatment of [*]-related search queries entered into as of December 14, 2001, the letter agreement regarding the treatment of search queries submitted by AU/NZ Users entered into as of April 2, 2002 and the letter agreement regarding the treatment of “Search in other Search Engines” links entered into as of April 2, 2002, and as clarified by the clarifying letter regarding the parties’ intent with respect to Impressions dated February 14, 2002 (collectively, the “Prior Agreement”).

RECITALS

WHEREAS, Overture has developed certain technology and functionality for matching particular keyword requests with a set of search results, for providing the results of that match via the Internet and then enabling users to follow a link to a designated page for advertisers which comprise the results of such match; and

WHEREAS, Yahoo is a global Internet media company that offers a branded network of media, communications and commerce services to more than 220 million users worldwide; and

WHEREAS, Overture and Yahoo desire to enter into a strategic relationship whereby Overture will provide Yahoo with search results in response to search queries conducted through Yahoo’s principal directory to the World Wide Web, and the parties will share revenue generated from these search results, as further described in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and conditions contained herein, and for good and valuable consideration, the parties agree as follows:

AGREEMENT

1. Definitions. The following capitalized terms have the meanings set forth

below.

1.1 Actual Click means any click on an Overture Result by a U.S. User

derived from an Impression, including but not limited to all

[*] Clicks, as measured by Overture.

1.2 Above the Fold means placement within the visible portion of a page,

when viewed via Microsoft’s principal “Internet Explorer” browser

product (U.S. versions 4.0 and higher) under the default Internet

Explorer browser settings in a maximized browser window on a

computer screen at a resolution of 800 pixels wide by 600 pixels

high, such that the user need not scroll down or to the right or to

the left in order to see an item so placed.

1.3 Advertiser means any third party or an agent thereof (e.g., an

advertising agency), excluding [*] and any agents thereof, who has

entered into a contractual relationship with Overture that obligates

the third party to pay Overture (whether cost per click, cost per

action, cost per impression, paid inclusion, pay-for-placement or

other means of cash compensation) every time a user clicks on a link

to that third party’s web site.

1.4 Affiliate means any entity worldwide, including but not limited to

corporations, partnerships, joint ventures and limited liability

companies, in which another party directly or indirectly

* Certain information on this page has been omitted and filed separately with

the Commission. Confidential treatment has been requested with respect to the

omitted portions.

EXECUTION CONFIDENTIAL

holds at least a majority ownership, equity, or financial interest.

1.5 Bidded Click means an Actual Click other than a [*] Click, as

measured by Overture.

1.6 Click-Through Rate or CTR means (i) when calculating Overture’s CTR,

the percentage of all Impressions on which Overture Results are

displayed that receive a Bidded Click and (ii) when calculating

Yahoo’s CTR, the percentage of all impressions of Yahoo Search

Results Pages on which Yahoo Results are displayed that receive a

click, excluding all clicks that are determined by Yahoo to be [*]

(e.g., a user repeatedly clicking on a particular Yahoo Result

within a finite period of time, or an activity by a bot, macro

program, Internet agent or any other automatic means), which Yahoo

shall calculate in a substantially consistent manner across the

Yahoo Network.

1.7 Confidential Information has the meaning set forth in Section 12.1

below.

1.8 Effective Date has the meaning set forth in the preamble above.

1.9 Estimated Clicks means the following amounts during the Quarters

shown below (Q1 means the Quarter beginning on May 1, 2002):

—------------------------------------------------------------

Q1 [*] Bidded Clicks

—------------------------------------------------------------

Q2 [*] Bidded Clicks

—------------------------------------------------------------

Q3 [*] Bidded Clicks

—------------------------------------------------------------

Q4 [*] Bidded Clicks

—------------------------------------------------------------

Q5 [*] Bidded Clicks

—------------------------------------------------------------

Q6 [*] Bidded Clicks

—------------------------------------------------------------

Q7 [*] Bidded Clicks

—------------------------------------------------------------

Q8 [*] Bidded Clicks

—------------------------------------------------------------

Q9 [*] Bidded Clicks

—------------------------------------------------------------

Q10 [*] Bidded Clicks

—------------------------------------------------------------

Q11 [*] Bidded Clicks

—------------------------------------------------------------

Q12 [*] Bidded Clicks

—------------------------------------------------------------

Each Quarter of any Extension

Term [*] Bidded Clicks

—------------------------------------------------------------

1.10 Estimated Yahoo Payments means the following amounts during the

Quarters shown below (Q1 means the Quarter beginning on May 1,

2002):

—------------------------------------------------------------

QUARTER ESTIMATED YAHOO PAYMENT

—------------------------------------------------------------

Q1 $[*]

—------------------------------------------------------------

Q2 $[*]

—------------------------------------------------------------

Q3 $[*]

—------------------------------------------------------------

Q4 $[*]

—------------------------------------------------------------

Q5 $[*]

—------------------------------------------------------------

Q6 $[*]

—------------------------------------------------------------

Q7 $[*]

—------------------------------------------------------------

Q8 $[*]

—------------------------------------------------------------

Q9 $[*]

—------------------------------------------------------------

Q10 $[*]

—------------------------------------------------------------

Q11 $[*]

—------------------------------------------------------------

Q12 $[*]

—------------------------------------------------------------

Each Quarter of any Extension

Term $[*]

—------------------------------------------------------------

1.11 Equivalent Search Product means a search listings product or

service, including but not

* Certain information on this page has been omitted and filed separately with

the Commission. Confidential treatment has been requested with respect to the

omitted portions.

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limited to any updates, upgrades and enhancements made by Yahoo or a

Yahoo Affiliate thereto, that (a) [*] equivalent to a search

listings product or service operated by Overture at any time during

the Term to supply Overture Results or other Overture-supplied

search results under this Agreement; (b) is developed [*] Yahoo or a

Yahoo Affiliate by [*]; and (c) is operated and used by Yahoo or a

Yahoo Affiliate.

1.12 Excluded Terms means those terms set forth in Exhibit G, as updated

from time to time [*] in writing pursuant to Section 4.5 below,

for which Overture is precluded from delivering Overture Results to

Yahoo.

1.13 Extension Term means either of the two extension periods set forth

in Section 10 below.

1.14 Featured Sections means the rectangular graphical areas on the Yahoo

Search Results Pages in which Overture Results are displayed (and,

according to Section 4.4, in which the Yahoo Result might be

displayed), which comprises the Featured Top Section and the

Featured Bottom Section, as further described in Section 5.2 below.

1.15 [*] Clicks means any Actual Click that is determined by Overture’s

“click protection system” to be [*] (e.g., a user repeatedly

clicking on a particular Overture Result within a finite period of

time, or an activity by a bot, macro program, Internet agent or any

other automatic means), which “click protection system” shall

calculate [*] Clicks in a substantially consistent manner across all

implementations of Overture’s search results and, subject to

reasonable modifications made by Overture, throughout the Term.

1.16 Gross Revenue means amounts earned by Overture from Bidded Clicks,

less (i) [*]% to account for bad debt and credit card processing

fees; and (ii) any refunds Overture pays to its Advertisers derived

from [*] Clicks. For purposes of clarity, Overture does not

recognize amounts for [*] Clicks.

1.17 Guaranteed Fixed Payment means those payments set forth in Section

8.1 below.

1.18 Guaranteed Impressions means the following amounts during the

Quarters set forth below:

—------------------------------------------------------

Q1 [*] Impressions

—------------------------------------------------------

Q2 [*] Impressions

—------------------------------------------------------

Q3 [*] Impressions

—------------------------------------------------------

Q4 [*] Impressions

—------------------------------------------------------

Q5 [*] Impressions

—------------------------------------------------------

Q6 [*] Impressions

—------------------------------------------------------

Q7 [*] Impressions

—------------------------------------------------------

Q8 [*] Impressions

—------------------------------------------------------

Q9 [*] Impressions

—------------------------------------------------------

Q10 [*] Impressions

—------------------------------------------------------

Q11 [*] Impressions

—------------------------------------------------------

Q12 [*] Impressions

—------------------------------------------------------

Each Quarter of any Extension

Term [*] Impressions

—------------------------------------------------------

1.19 Impression means the display by Yahoo of each and every Yahoo Search

Results Page in response to a Yahoo Search Query, as measured by

Yahoo, except for those Yahoo Results Pages (a) for which Overture

does not deliver Overture Results as a result of (i) a Yahoo

Technical Lapse (as defined in the Service Level Agreement); (ii)

noncompliance by Yahoo with the Service Level Agreement attached as

Exhibit A (e.g., where Yahoo delivers too many Yahoo Search Queries

per second); or (iii) the suppression or removal of Overture

* Certain information on this page has been omitted and filed separately with

the Commission. Confidential treatment has been requested with respect

to the omitted portions.

EXECUTION CONFIDENTIAL

Results according to Sections 4.2 or 4.5 below; (b) displayed in

response to Yahoo Search Queries submitted from “next” pages in

excess of [*]% of the total Yahoo Search Queries for the applicable

Quarter; (c) displayed in response to test queries submitted by

Yahoo in accordance with the Service Level Agreement (e.g., Yahoo

pinging Overture servers to ascertain performance), which queries

Yahoo will identify as such in accordance with Section 8.4(f) below;

or (d) failure by Overture to deliver Overture Results due to a

force majeure event as described in Section 16.7 below. For clarity,

the exclusions set forth in subsections (a)-(d) above set forth the

[*] which the display by Yahoo of a Yahoo Search Results Page in

response to a Yahoo Search Query will not constitute an Impression

under this Agreement (e.g., all Search Results Pages on which Yahoo

displays no Overture Results in accordance with a “no results

delivered” response from Overture will constitute Impressions under

this Agreement).

1.20 Initial Term means the period commencing on the Effective Date and

continuing until April 30, 2005.

1.21 [*]

1.22 Licensed Materials means the Overture API, the Overture Results and,

if any, the Overture Marks provided by Overture to Yahoo in

accordance with this Agreement.

1.23 Main Body Search Results means all search results displayed in the

Non-Featured Sections of the Yahoo Search Results Pages.

1.24 Measurement Period means the period from the first day of the first

Quarter in which the [*] is less than the [*] until the last day of

the first Quarter in which the [*] is less than the [*].

1.25 Modeled Metrics means the following amounts during the Quarters

shown below (Q1 means the Quarter beginning on May 1, 2002):

—----------------------------------------

QUARTER [*]

—----------------------------------------

Q1 [*]

—----------------------------------------

Q2 [*]

—----------------------------------------

Q3 [*]

—----------------------------------------

Q4 [*]

—----------------------------------------

Q5 [*]

—----------------------------------------

Q6 [*]

—----------------------------------------

Q7 [*]

—----------------------------------------

Q8 [*]

—----------------------------------------

Q9 [*]

—----------------------------------------

Q10 [*]

—----------------------------------------

Q11 [*]

—----------------------------------------

Q12 [*]

—----------------------------------------

Each Quarter of any Extension

Term [*]

—----------------------------------------

1.26 Non-Featured Section means the entire portion of each Yahoo Search

Results Page, excluding the Featured Sections.

1.27 Overture Affiliate means any entity worldwide, including but not

limited to corporations,

* Certain information on this page has been omitted and filed separately with

the Commission. Confidential treatment has been requested with respect to the

omitted portions.

EXECUTION CONFIDENTIAL

partnerships, joint ventures and limited liability companies, in

which Overture directly or indirectly holds at least a majority

ownership, equity, or financial interest.

1.28 Overture Affiliate IP means any patents that are owned or controlled

by an Overture Affiliate at any time during the applicable term of

any of the licenses granted in Section 2.5 below. Overture Affiliate

IP shall not mean patent claims found not to be valid in a final

determination by a court of competent jurisdiction.

1.29 Overture API means any proprietary XML application programming

interfaces of Overture, and any successors thereto or replacements

thereof, that enable the exchange of Yahoo Search Queries and

Overture Results between the parties in accordance with this

Agreement.

1.30 Overture Disqualified Entity means those entities listed in Exhibit

J, which list will [*] and may be updated by Overture according to

Section 2.5(d) below, with which Overture [*].

1.31 Overture Licensed IP means any patents that are owned or controlled

by Overture at any time during the applicable term of any of the

licenses granted in Section 2.5 below. Overture Licensed IP shall

not mean patent claims found not to be valid in a final

determination by a court of competent jurisdiction.

1.32 Overture Marks means any or all of the following, as provided by

Overture and in which Overture has prior rights: (a) the ▇▇▇▇

“Overture” in typed form and stylized formats; (b) a circular

center, surrounded by three concentric circular rings (the “Overture

Logo,” as modified from time to time by Overture); (c) any words or

phrases in which Overture has intellectual property rights; (d) any

word, symbol or device, or any combination thereof, used or intended

to be used by Overture to identify, to indicate the source of origin

or to distinguish Overture’s products or services from the products

or services of others; and (e) any updates to the foregoing.

1.33 Overture Reports means all information and data that falls within

the categories set forth in Exhibit F, which information and data

Overture will provide to Yahoo according to Section 8.4(b).

1.34 Overture Results means the search results provided by Overture in

response to a Yahoo Search Query under this Agreement, which search

results (a) include only those search results provided by

Advertisers; (b) do not include search results that are not capable

of generating Gross Revenue (e.g., search results included as a

bonus or a charitable donation); and (c) contain a title and

description for display by Yahoo according to Section 4.3(a) below.

1.35 Overture Site means the web site operated by or on behalf of

Overture, which is dedicated to the display by Overture of paid

search results and currently located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇.

1.36 Paid Advertising means any form of on-line advertising or promotion

for which Yahoo receives compensation in the form of cash or barter

from either the party being promoted or a third party acting on

behalf of the promoted party.

1.37 Paid Inclusion means that, in exchange for a cash payment from a

third party, a search engine will guarantee to index (but not

necessarily to display) pages from that third party’s web site.

1.38 Price Per Click or PPC means the average price per click that

Overture earned from its Advertisers on the Yahoo Search Results

Pages during the Quarter.

* Certain information on this page has been omitted and filed separately with

the Commission. Confidential treatment has been requested with respect to the

omitted portions.

EXECUTION CONFIDENTIAL

1.39 Quarter means the three calendar month periods beginning May,

August, November and February of each year of the Term.

1.40 Redesign means any change to any element of a Yahoo Search Results

Page implemented by Yahoo.

1.41 Required Number of Overture Results means, with respect to the

Featured Top Section, three Overture Results (where such number is

subject to reduction under Sections 4.4 and 4.5) and, with respect

to the Featured Bottom Section, two Overture Results. The numbers

for both the Featured Top Sections and the Featured Bottom Sections

are subject to increase under Section 4.3(b).

1.42 Restricted Search Results means any [*] search results that are (a)

[*] the Overture Results or to the Main Body Search Results (e.g.,

[*]); (b) displayed by Yahoo on [*] in response to a user’s [*]

search query [*] comprised of a keyword or phrase, which search

query is submitted [*] for the provision of search results; and (c)

assembled on the basis of a [*] administered process in which

advertisers pay to [*] their search results for a particular keyword

or phrase, where payment can take the form of cost per click, cost

per action, cost per impression, Paid Inclusion, pay-for-placement

or any other means of cash compensation paid by the advertiser [*].

1.43 Revenue Share Payment has the meaning set forth in Section 8.2

below.

1.44 Search Results Characteristics means all aspects of the Yahoo

Results, Overture Results and Main Body Search Results, including

but not limited to, left and right margins, pictures or images

associated with the search results, text size, color, font, heading,

shading/background, spacing, blank areas, length, existence of URL,

and all other aspects of “look and feel.”

1.45 Term means the Initial Term and, if applicable, each Extension Term

until the expiration thereof, unless terminated as set forth herein.

1.46 Top Link Position means the first search result position in the

Featured Top Section, wherein Yahoo displays either a Yahoo Result

or an Overture Result in accordance herewith.

1.47 U.S. User means a human user (i.e., not a `bot, metaspider, macro

program, Internet agent or any other automated means) who, at the

time of conducting a Yahoo Search Query, is accessing the Internet

from an Internet Protocol address within the United States or

Canada, as measured by Yahoo.

1.48 Yahoo Affiliate means any entity worldwide, including but not

limited to corporations, partnerships, joint ventures and limited

liability companies, in which Yahoo directly or indirectly holds at

least a majority ownership, equity, or financial interest.

1.49 Yahoo Directory means the browse tree (i.e., the taxonomy of

categories through which users navigate by clicking on category

links) within Yahoo’s principal, U.S.-targeted directory to the

World Wide Web, currently located at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇, which

browse tree currently resolves to ▇▇▇.▇▇▇▇▇.▇▇▇.

* Certain information on this page has been omitted and filed separately with

the Commission. Confidential treatment has been requested with respect to the

omitted portions.

EXECUTION CONFIDENTIAL

1.50 Yahoo Foreign Properties means Yahoo’s or a Yahoo Affiliate’s

foreign-targeted network of media, communications and commerce

properties, including but not limited to those properties that are

branded in whole or in part by or on behalf of Yahoo or a Yahoo

Affiliate and presented in the local languages (e.g., Yahoo!

Germany, currently located at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇) and any other

foreign-targeted products or services that are developed and branded

in whole or in part by or on behalf of Yahoo or a Yahoo Affiliate.

1.51 Yahoo Foreign Vertical means any foreign-targeted, category-specific

property within the Yahoo Foreign Properties that is owned or

operated by or on behalf of Yahoo or a Yahoo Affiliate, including

but not limited to those presented in the local language (e.g.,

Yahoo! UK Shopping, currently located at

▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇▇▇.▇▇.▇▇, and Yahoo! Italia Finance, currently

located at ▇▇▇▇://▇▇▇▇▇▇▇.▇▇▇▇▇.▇▇).

1.52 Yahoo Marks means trademarks, service marks or graphical brand

features of Yahoo in which Yahoo has prior rights.

1.53 Yahoo Network means Yahoo’s U.S. targeted network of media,

communications and commerce properties, including but not limited to

Yahoo Search, the Yahoo Verticals and any other U.S. targeted

products or services that are developed and branded in whole or in

part by or on behalf of Yahoo or a U.S. based Yahoo Affiliate;

provided that any entity or property acquired, developed, controlled

by or branded in whole or in part by or on behalf of Yahoo or a U.S.

based Yahoo Affiliate after the Effective Date with whom Overture

has a then-existing contractual relationship will continue to

perform under the existing contract with Overture (to the extent

that such performance is within the reasonable control of Yahoo)

and, upon request by Overture, Yahoo shall not send any Yahoo Search

Queries from any such entity in the event that no contractual

relationship exists between the entity and Overture at the time of

the date of acquisition, development or branding in whole or in

party by or on behalf of Yahoo.

1.54 [*].

1.55 Yahoo Results means search results sold, bartered or bonused by

Yahoo that are displayed in the Top Link Position solely on the

first Yahoo Search Results Pages displayed in response to a Yahoo

Search Query (i.e., no “next” Search Results Pages), unless Overture

delivers the same Overture Results for any Yahoo Search Query

according to Section 3.2 (in which case Yahoo will be entitled to

display the same Yahoo Result on subsequent Yahoo Search Results

Pages).

1.56 Yahoo Search means the search functionality within Yahoo’s

principal, U.S.-targeted directory to the World Wide Web, currently

located at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇, which search functionality

currently resolves either to ▇▇▇▇▇▇.▇▇▇▇▇.▇▇▇ or to

▇▇▇▇▇▇.▇▇▇▇▇.▇▇▇.

1.57 Yahoo Search Box means a graphical area substantially similar in

form to the example set forth in Exhibit B that appears on web pages

across the Yahoo Network, including but not limited to the front

page of Yahoo Search and all Yahoo Search Results Pages, through

which a user can only submit a search query that is [*] a keyword or

phrase that resolves to Yahoo Search. Additionally, searches

initiated by a user clicking on the “next” button on a Yahoo Search

Results Page and searches conducted after Yahoo provides the user

with the correction to a misspelled word (in which case the user may

click on the corrected spelling to connect to a Yahoo Search Results

Page) and “Related Searches” (or similar functionality) that appear

below the Featured Bottom Section as shown in Exhibit C will be

deemed as submitted through a Yahoo Search Box. For clarity, search

boxes that resolve to searchable directories other than [*] or

successor directories thereto (e.g., searches submitted through any

Yahoo Vertical, including but not limited to the search box that

resolves to the specialty directory within Yahoo’s

* Certain information on this page has been omitted and filed separately with

the Commission. Confidential treatment has been requested with respect to the

omitted portions.

EXECUTION CONFIDENTIAL

shopping-related property) are not Yahoo Search Boxes.

1.58 Yahoo Search Query means any search query comprised of a keyword or

phrase and initiated through the Yahoo Search Box by a U.S. User.

For clarity, search queries initiated through means other than the

Yahoo Search Box (e.g., searches initiated through any Yahoo

Vertical, including but not limited to the search box that resolves

to the specialty directory within Yahoo’s shopping-related property)

will not be deemed a Yahoo Search Query.

1.59 Yahoo Search Query Reports means information and data regarding (a)

the performance of the Overture Results, to the extent provided by

Yahoo and not collected by Overture directly, including but not

limited to Impressions, the association with Yahoo of [*] and the

total number of test queries performed by Yahoo; (b) the performance

of [*], which information and data falls within the same categories

as those listed in Exhibit F for which Overture must provide

information and data about the Overture Results (e.g., [*] average

cost per click and [*]); and, if applicable, (c) any statistics

provided by Yahoo regarding the number and type of Yahoo Search

Queries and U.S. Users.

1.60 Yahoo Search Results Pages means those web pages within Yahoo

Search, excluding the Jump Page, displayed in response to Yahoo

Search Queries.

1.61 Yahoo Top Link Coverage means the total number of Yahoo Search

Queries that resulted in Yahoo’s display of a Yahoo Result, divided

by the total number of Yahoo Search Queries, as calculated by Yahoo

on a Quarterly basis.

1.62 Yahoo Vertical means any U.S. targeted, category-specific property

within the Yahoo Network that is owned or operated by or on behalf

of Yahoo or a U.S. based Yahoo Affiliate, including but not limited

to Yahoo’s travel-related property (currently located at

▇▇▇▇://▇▇▇▇▇▇.▇▇▇▇▇.▇▇▇), finance-related property (currently

located at ▇▇▇▇://▇▇▇▇▇▇▇.▇▇▇▇▇.▇▇▇), shopping-related property

(currently located at ▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇▇▇.▇▇▇) and its

music-related property (currently located at

▇▇▇▇://▇▇▇▇▇▇.▇▇▇▇▇.▇▇▇).

2. Licenses and Ownership.

2.1 Licenses by Overture; Overture API and Licensed Materials. Subject

to the terms and conditions of this Agreement, Overture grants to

Yahoo a limited, non-exclusive, non-assignable, non-transferable,

non-sublicensable license during the Term to use the Overture API

solely for the purpose of enabling the exchange of Yahoo Search

Queries and Overture Results between the parties in accordance with

this Agreement and to reproduce, reformat and publicly display the

other Licensed Materials provided by Overture on Yahoo Search

Results Pages in accordance with this Agreement. Yahoo shall not

cache or store any Overture Results or any other Licensed Material.

2.2 Use of Reports.

(a) Use of Overture Reports. Yahoo may use the Overture Reports

and information disclosed under Section 8.4 only to verify

performance and payment under this Agreement, and may

reproduce the Overture Reports only as necessary to do so.

[*]. Within 10 days (unless such data is needed for a

potential dispute between the parties) after expiration or

termination of this Agreement, Yahoo shall delete and destroy

(and certify such destruction to Overture) or return to

Overture any and all copies of Overture Reports in Yahoo’s

possession and all copies disclosed to Yahoo Affiliates. Other

than the obligation to delete, destroy or return information,

this Section 2.2(a) terminates when the Agreement terminates

or expires.

(b) Use of Yahoo Search Query Reports. Overture may use the Yahoo

Search Query Reports and

* Certain information on this page has been omitted and filed separately with

the Commission. Confidential treatment has been requested with respect to the

omitted portions.

EXECUTION CONFIDENTIAL

information disclosed under Section 8.4 only to verify

performance under this Agreement or, as long as the Yahoo

Search Query Reports are not associated with Yahoo or

otherwise identifiable as being derived from Yahoo, for its

internal purposes (e.g., [*]) and may reproduce Yahoo Search

Query Reports as necessary to do so. [*]. Within 10 days

(unless such data is needed for a potential dispute between

the parties) after expiration or termination of this

Agreement, Overture shall delete and destroy (and certify such

destruction to Yahoo) or return to Yahoo any and all copies of

reports provided by Yahoo pursuant to Section 8.4(c). Other

than the obligation to delete, destroy or return information,

this Section 2.2(b) terminates when the Agreement terminates

or expires.

2.3 Use of Information and Data.

(a) Information and Data Collected by Yahoo. All information and

data provided to Yahoo by users on the Yahoo Network or the

Yahoo Foreign Properties or otherwise collected from users on

the Yahoo Network or the Yahoo Foreign Properties by Yahoo

will be retained and owned exclusively by Yahoo. Overture

acknowledges that certain of that information and data may be

related to the performance of the Overture Results (the

“Overture Performance Data”). [*]. This Section survives

expiration or termination of the Agreement.

(b) Information and Data Collected by Overture. All information

and data provided to Overture by users off the Yahoo Network

and the Yahoo Foreign Properties or otherwise collected from

users off the Yahoo Network and the Yahoo Foreign Properties

by Overture will be retained and owned exclusively by

Overture. Yahoo acknowledges that certain of that information

and data may be related to Yahoo Search Queries (the “Yahoo

Performance Data”). [*]. This Section survives expiration or

termination of the Agreement.

2.4 Ownership of Marks.

(a) Overture Marks. Yahoo will not contest the validity of, or

Overture’s ownership of, any of the Overture Marks. During the

Term, Yahoo will not, in any jurisdiction, adopt, use or

name, trademark, service ▇▇▇▇ or other indication of origin,

or as a domain name, any Overture Marks, or any word, symbol

or device, or any combination confusingly similar to any of

the Overture Marks.

(b) Yahoo Marks. Overture will not contest the validity of, or

Yahoo’s ownership of, any of the Yahoo Marks. During the Term,

Overture will not, in any jurisdiction, adopt, use or

name, trademark, service ▇▇▇▇ or other indication of origin,

or as a domain name, any Yahoo Marks, or any word, symbol or

device, or any combination confusingly similar to any of the

Yahoo Marks.

2.5 Overture Licensed IP.

(a) License Grant; Yahoo Results and Exclusive Results. In

consideration of the rights and benefits provided hereunder

(including but not limited [*]),

* Certain information on this page has been omitted and filed separately with

the Commission. Confidential treatment has been requested with respect to the

omitted portions.

EXECUTION CONFIDENTIAL

and subject to the terms and conditions of this

Agreement, Overture hereby grants to Yahoo during the Term of

this Agreement a non-exclusive, non-assignable (except as set

forth in Section 2.5(i) below), non-sublicensable,

non-transferable (other than an assignment under Section

2.5(i) below), world-wide [*] license, on an as is basis,

under the Overture Licensed IP to [*] and use an Equivalent

Search Product for the exclusive purpose of generating Yahoo

Results for display in the Top Link Position and Exclusive

Results as described in Sections 4.4 and 5.1(b).

(b) License Grant; Yahoo Verticals. Subject to the terms and

conditions of this Agreement, Overture hereby grants to Yahoo

and the Yahoo Affiliates a non-exclusive, non-assignable

(except as set forth in Section 2.5(i) below),

non-sublicensable, non-transferable (other than an assignment

under Section 2.5(i) below), world-wide, [*] license

exercisable during the Term, on an as is basis, under the

Overture Licensed IP to [*] and use an Equivalent Search

Product on any Yahoo Vertical and, to the extent that

Overture-supplied search results are displayed within [*]

during the Term, any Yahoo Foreign Vertical; provided that

Yahoo and Yahoo Affiliates will not [*] or use the Equivalent

Search Product under the foregoing license until the date that

is at least [*] after Yahoo gives written notice to Overture

that Yahoo or a Yahoo Affiliate intends to exercise the

foregoing license, and Yahoo will continue to give Overture

written notice for each subsequent Yahoo Vertical or Yahoo

Foreign Vertical in which it or a Yahoo Affiliate intends to

exercise the foregoing license. The parties agree to [*] to

discuss ways in which Overture can offer and provide [*] on

Yahoo Verticals and Yahoo Foreign Verticals. [*]. The term of

each license exercised by Yahoo under this Section 2.5(b)

shall continue until, but in no event extend beyond, [*],

unless earlier terminated by Yahoo according to Section

2.5(k).

the terms and conditions of this Agreement, Overture hereby

grants to Yahoo and the Yahoo Affiliates a non-exclusive,

non-assignable (except as set forth in Section 2.5(i) below),

non-sublicensable, non-transferable (other than an assignment

under Section 2.5(i) below), world-wide, [*] license, on an as

is basis, under Overture Licensed IP to [*] and use an

Equivalent Search Product solely within (1) Yahoo Search; (2)

those Yahoo Verticals and Yahoo Foreign Verticals in which

Overture-supplied search results are displayed as of the day

before the date on which this Agreement either expires or

terminates other than by reason of Yahoo’s breach; and (3)

those Yahoo Verticals and Yahoo Foreign Verticals in which

Overture-supplied search results have been displayed at any

time during the Term, but only in the case that Overture has

ceased to supply such search results to that Yahoo Vertical or

Yahoo Foreign Vertical due to either Overture’s election to

discontinue the applicable search service or Yahoo’s election

to discontinue the applicable search service by reason of

Overture’s breach; provided that Yahoo and Yahoo Affiliates

will not [*] or use an Equivalent Search Product under the

foregoing license until expiration of this Agreement or

termination of this Agreement for any reason other than

Yahoo’s breach. The term of the license set forth in this

Section 2.5(c) shall continue until, but in no event extend

beyond, [*], unless earlier terminated by Yahoo according

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to Section 2.5(k).

(d) License Restrictions.

(1) [*]. With respect to the licenses set forth in this

Section 2.5, the rights to [*] extend only to the

following circumstances:

(A) Yahoo and the Yahoo Affiliates will be entitled to

[*] the Equivalent Search Products;

(B) Yahoo and the Yahoo Affiliates will be entitled to

enlist Overture (subject to Overture’s agreement)

either (A) [*] of the Equivalent Search Products

for Yahoo or the Yahoo Affiliate; or (B) to

provide [*] of the Equivalent Search Products to

Yahoo or the Yahoo Affiliate (e.g., in the case

that Yahoo elects to use [*] as an Equivalent

Search Product, or as a component thereof); and

[*] to build all or part of the Equivalent Search

Products [*]; provided that (i) the Equivalent

Search Products either are owned by Yahoo or a

Yahoo Affiliate or are [*] Yahoo or a Yahoo

Affiliate [*]; (ii) Yahoo operates and uses the

Equivalent Search Products [*]

Overture will be entitled to update the list of

Overture Disqualified Entities from time to time

in writing, [*].

(2) [*] Yahoo Search Boxes. Yahoo will not be entitled to

use any licenses hereunder in connection with [*]

according to Section 3.1 below.

(e) Overture Affiliate IP. With respect to the licenses granted

under this Section 2.5, Overture will undertake all reasonable

efforts to cause Overture Affiliates to grant to Yahoo

identical licenses under the Overture Affiliate IP in the

applicable regional markets. Notwithstanding the foregoing

sentence, to the extent that Overture elects to transfer any

Overture Licensed IP to any Overture Affiliate during the term

of any license granted under this Section 2.5, such that the

affected Overture Licensed IP becomes Overture Affiliate IP,

Overture will undertake all steps necessary to ensure that

Yahoo maintains the licenses hereunder to that Overture

Affiliate IP.

(f) Royalty. [*], the parties agree that the royalty payable under

the license set forth in [*] should be [*]. For purposes of

[*], a FMV royalty shall

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mean a royalty that would be agreed upon by a willing licensee

and willing licensor in an arms length negotiation for a

license of a substantially similar scope to the license

granted under the applicable Section. Taking those factors

into account, the parties agree that the royalty payable by

Yahoo for exercise of the license under [*] (the “Applicable

Royalty”) shall be as follows:

(1) Upon Expiration. In the event of expiration of this

Agreement, the Applicable Royalty shall be as follows:

[*]

(2) Upon Termination. In the event of termination of this

Agreement under Section 15.4 (Termination for Change of

Control) or other termination of this Agreement other

than by reason of Yahoo’s breach, the Applicable Royalty

shall be as follows:

[*]

Under no circumstances shall the FMV royalty under [*] or the

Applicable Royalty under [*] be payable until Yahoo commences

to exercise the applicable license thereunder, nor shall it

extend beyond the term of the applicable license (and, in no

event, beyond [*]).

(g) Procedure for Determination of Royalty. Upon written notice by

Yahoo (1) no less than [*] days for purposes of Section

2.5[*], and (2) no sooner than [*] under Section 2.5(f)(2) for

purposes of Section 2.5[*], Yahoo and Overture will negotiate

in good faith and undertake commercially reasonable efforts to

establish a FMV royalty. Upon such notice, each party will

provide the other party with such information as the

requesting party may reasonably request for purposes of

establishing FMV, including but not limited to information

concerning royalty-rates or other consideration under any

other licenses granted by Overture under any Overture Licensed

IP. Failure to mutually agree upon a specific royalty within

[*] days after that notice will constitute an Escalation Event

under Section 16.5(a) below. If the procedures outlined under

Section 16.5(a) fail to resolve the royalty, then, unless the

parties mutually agree upon a third party appraiser to

determine FMV, the parties agree to submit the determination

of the royalty to arbitration. The arbitration will be

conducted in accordance with Section 16.5(b) below, except

that the Panel shall hold a hearing and render its decision

within 90 days after appointment of the third arbitrator of

the Panel. Either party shall be entitled from time to time to

request that FMV be re-determined in accordance with the

provisions of this Section 2.5(g), provided that such request

shall not be made within [*] months after the previous

determination of FMV; such re-determined FMV shall be used to

compute the Applicable Royalty prospectively, effective as of

the date such re-determination is requested in accordance with

the provisions of this Section 2.5(g).

(h) Other License Provisions. At the same time and under the same

procedure as for the determination of a royalty under

Subsection 2.5(g) above, the parties shall in good faith

negotiate to determine the remaining provisions of the

licenses under Sections 2.5[*], including but not

limited to provisions relating to payment procedure, reporting

procedure, record keeping requirements, audit procedure,

default and cure, termination and dispute resolution.

(i) Assignment. Notwithstanding the provisions of Section 16.2,

Yahoo may, [*] the prior

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written consent of Overture, assign the licenses and other

rights granted under this Section 2.5 to any entity that

succeeds to all or substantially all of the assets and

liabilities of Yahoo. Upon such assignment, the license set

forth in this Section 2.5 will be binding upon and inure to

the benefit of the parties hereto and their successors and

assigns.

(j) Covenant not to ▇▇▇. Overture, on behalf of itself and the

Overture Affiliates, covenants that neither Overture nor the

Overture Affiliates will ▇▇▇ either (1) any advertiser for its

use of or participation in an Equivalent Search Product

operated by Yahoo or a Yahoo Affiliate in accordance with the

licenses granted hereunder; or (2) any third party other than

an [*] solely for its [*] in accordance with the licenses

granted hereunder. For clarity, nothing herein shall be deemed

to limit any claims of Overture against any third party with

respect to any act or omission other than [*] in accordance

with the licenses granted hereunder.

(k) Termination. Yahoo will be entitled to terminate the foregoing

licenses, in whole or as to any Overture Licensed IP, at any

time on written notice to Overture. Should Overture terminate

this Agreement under Section 15.2 below by reason of Yahoo’s

breach of this Agreement, all licenses under this Section 2.5

terminate. In addition, should Yahoo divest itself of all or

part of a Yahoo Affiliate, such that the affected Yahoo

Affiliate no longer is a Yahoo Affiliate as defined hereunder,

all licenses under this Section 2.5 terminate with respect to

that affected Yahoo Affiliate.

(l) Nothing in this Agreement shall be construed as imposing any

obligation upon Overture to provide any data, know-how or

other information to Yahoo or the Yahoo Affiliates under the

licenses identified in this Section 2.5.

2.6 Ownership; Reservation of Rights. This Agreement is not intended to

and shall not affect ownership by either party of any of its

intellectual property rights, content, products and services, and

nothing set forth in this Agreement shall be construed as the

assignment or transfer of any ownership rights in any of the

foregoing from one party to the other. Other than the express

licenses set forth in this Section 2, nothing in this Agreement, and

nothing in any press release or other statement made in connection

with this Agreement (including but not limited to the press release

planned under Section 12.3 below), will be deemed a license (by

implication, estoppel or otherwise) under either party’s patent

rights or other intellectual property rights. Nothing in this

Agreement, and nothing in any press release or in any other

statement made in connection with this Agreement, will be deemed an

admission by either party that any existing, planned or contemplated

products, services or technology of the other party infringes or

does not infringe its (or a third party’s) patent or other

intellectual property rights or that the other party’s (or a third

party’s) patent or other intellectual property is valid. Likewise,

neither party’s performance according to the terms and conditions of

this Agreement will in any way broaden the intellectual property

rights of the other party. Both parties reserve all rights not

expressly granted.

2.7 Non-Waiver of Claims. Nothing herein constitutes a waiver of any

pre-existing claims of one party against entities, or with respect

to businesses, services or product lines, acquired by the other

party during the Term of this Agreement or the term of a license

under Section 2.5 above.

3. Maintenance of Yahoo Search Box; Delivery of Yahoo Search Queries.

3.1 Yahoo Search Box. Yahoo will enable all U.S. Users to initiate Yahoo

Search Queries through the Yahoo Search Box. Yahoo will display the

Yahoo Search Box on the front page of Yahoo Search and all Yahoo

Search Results Pages. Yahoo will be entitled to display

commerce-related “universal” search boxes (i.e., shopping and/or

auctions) on the front page of Yahoo Search no

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more than 5 days in a month. The Yahoo Search Box shall be the only

[*] search functionality for general searches (e.g., [*]) of the

World Wide Web displayed within the Yahoo Network during the Term

(e.g., [*]). Yahoo will be entitled to [*] and to derive search

traffic [*] (or similar search functionality) on [*] provided that

such search traffic is directed to the Yahoo Search Results Pages.

If Yahoo exercises its rights under the preceding sentence, then the

parties will negotiate in good faith for the purpose of executing an

amendment to this Agreement, which amendment will, at Overture’s

option, either (a) address the manner in which [*] and the method by

which Yahoo will be compensated for such traffic; or (b) provide for

the suppression of [*] for those Yahoo Search Results Pages

displayed in response to a Yahoo Search Query from this [*], in

which case the resulting Impression would not be counted hereunder

and the provisions of Section 7 would not apply.

3.2 Yahoo Search Queries; Delivery by Yahoo. Except as set forth in

Section 5.4, Yahoo will send the Yahoo Search Query to Overture each

and every time that a U.S. User initiates a search through a Yahoo

Search Box. When a U.S. User submits a Yahoo Search Query by

clicking on the “next” button on a Yahoo Search Results Page, Yahoo

will differentiate the Yahoo Search Query in a manner acceptable to

Overture so that Overture can deliver Overture Results that differ

from those Overture Results appearing on the prior Yahoo Search

Results Pages. Notwithstanding the foregoing, Yahoo acknowledges and

agrees that Overture will be entitled to deliver the same Overture

Results for any Yahoo Search Query initiated by a “next” button to

the extent that Overture does not have additional Overture Results

for the keyword or phrase. As of the Effective Date, the parties do

not intend this Agreement to apply to Yahoo Search or to any search

functionality within a Yahoo Vertical to the extent that the search

functionality is accessed or enabled through wireless or voice

services (however, the parties may include such wireless and voice

services during the Term by mutual consent).

4. Delivery and Maintenance of Overture Results.

4.1 Delivery by Overture. After receiving a Yahoo Search Query from

Yahoo, Overture will deliver to Yahoo, according to the Service

Level Agreement attached hereto as Exhibit A, either Overture

Results or a response that no results are being delivered for that

Yahoo Search Query. Overture will be entitled to redirect URLs

embedded within the Overture Results in the process of transferring

a user to the Advertiser site promoted within the applicable

Overture Result, so that Overture is able to record Actual Clicks.

(a) Remedies. The parties acknowledge that it is in the financial

best interest of both parties to avert Unresolved Catastrophic

Problems and Recurrent Problems, as such terms are defined in

the Service Level Agreement attached as Exhibit A hereto and

this Agreement, respectively, and that the damages

attributable to such Unresolved Catastrophic Problems and

Recurrent Problems would be difficult to ascertain. Therefore,

the parties have specified the liquidated damages below as a

reasonable estimate of such damages and as each party’s sole

and exclusive remedy other than termination (in the event of

an uncured, material breach pursuant to Section 15.2 below)

for such Unresolved Catastrophic Problems that prevent

Overture from fulfilling its delivery obligations pursuant to

Section 4.1 above and for Recurrent Problems. For purposes of

this Section 4.1, a “Recurrent Problem” means any Problem,

Severe Problem, or Catastrophic Problem (each, individually, a

“Recurrent Problem Element”), or any combination of Recurrent

Problem Elements, which renders the Overture Results

unavailable or unusable for more than [*] in any [*], and is

attributable to a single party.

(1) Yahoo Remedy for Unresolved Catastrophic Problems. For

any Unresolved Catastrophic Problem within the

reasonable control of Overture, Overture will pay to

Yahoo an amount calculated as [*] of Gross Revenue that

Yahoo would have earned pursuant to this Agreement

during the period beginning [*] after the earlier of

Overture’s

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learning of, or Yahoo’s providing notice to Overture

that a Problem, Severe Problem or Catastrophic Problem

attributable to Overture has been detected but not

resolved. Overture’s liability for such payment will not

extend beyond the point in time when (i) Overture has

resolved the Catastrophic Problem, even if Yahoo has

elected to manually override pursuant to Section IV(F)

of the Service Level Agreement; or (ii) a Yahoo

Technical Lapse is in effect. For clarity, Overture’s

liability would continue to accrue incrementally if

Yahoo resolves such Technical Lapse but Overture has not

resolved the Catastrophic Problem.

(2) Overture Remedy for Unresolved Catastrophic Problems. In

the event of any Unresolved Catastrophic Problem within

the reasonable control of Yahoo, Yahoo will pay to

Overture an amount calculated as [*] of Gross Revenue

that Overture would have earned pursuant to this

Agreement during the period beginning [*] after the

earlier of Yahoo’s learning of, or Overture’s providing

notice to Yahoo that a Problem, Severe Problem or

Catastrophic Problem attributable to Yahoo has been

detected but not resolved. Yahoo’s liability for such

payment will not extend beyond the point in time when

(i) Yahoo has resolved the Catastrophic Problem to meet

the acceptable performance standards set forth in the

Service Level Agreement, or (ii) a technical lapse by

Overture (such as a Problem, Severe Problem or

Catastrophic Problem attributable to Overture) is in

effect. For clarity, Yahoo’s liability would continue to

accrue if Overture resolves such technical lapse but

Yahoo has not resolved the Catastrophic Problem.

(3) The Parties’ Remedies for Recurrent Problems. The party

responsible for any Recurrent Problem will pay the

non-breaching party (the “NBP”) an amount calculated as

the [*] of Gross Revenue that the NBP would have earned

during the total period in which the Recurrent Problem

Elements occurred. The beginning of this period

commences [*] after the party that is responsible for

the Recurrent Problem initially learns of, or receives

notice of, the occurrence of the first Recurrent Problem

Element in the Recurrent Problem. The liability of the

party responsible for the Recurrent Problem will not

extend beyond the point in time when the responsible

party has resolved the final Recurrent Problem Element

in the Recurrent Problem and will not include periods

when the NBP experiences a technical lapse during a

Recurrent Problem Element. For clarity, the responsible

party’s liability would continue to accrue incrementally

if the NBP resolves such technical lapse but the

responsible party has not resolved the Recurrent Problem

Element.

4.2 Suppression by Overture. Overture will suppress delivery of certain

Overture Results to Yahoo in accordance with the following:

(a) [*]-Related Overture Results. Overture will suppress

[*]-related Overture Results, at a minimum, to the same degree

as the [*] that appear on the Overture Site as of the

Effective Date. Upon receipt by Overture of [*] Yahoo Search

Query for which Overture has [*] Overture Results, Overture

will send to Yahoo such [*] Overture Results. For all other

[*] Yahoo Search Queries, Overture shall not return any

Overture Results, and if Overture does send an Overture

Result, then Yahoo shall be entitled to block such Overture

Result from being displayed pursuant to Section 4.5(a) below.

The parties acknowledge and agree that the delivery of

[*]-related Overture Results to Yahoo is not contemplated by

this Agreement and, thus, [*].

(b) Overture Results related to [*]. Overture will suppress

Overture Results that link directly to a page owned or

operated by [*].

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not deliver Overture Results to Yahoo in response to a U.S.

User’s search of the Yahoo Search for an Excluded Term.

(d) Overture Results identified by Yahoo. Upon a reasonable

request by Yahoo according to Section 4.5 below, Overture

agrees to cease delivery of the affected Overture Result.

(e) Suppression of all Overture Results. Overture will be entitled

to cease delivery of all Overture Results for any Yahoo Search

Query in Overture’s keyword marketplace that triggers

Overture’s compliance obligations under this Section 4.2.

4.3 Display by Yahoo. After receiving Overture Results from Overture in

response to a Yahoo Search Query, Yahoo will display the Required

Number of Overture Results in the Featured Sections as provided for

in this Agreement, unless Overture provides less than the Required

Number of Overture Results to Yahoo in response to the particular

Yahoo Search Query, in which case Yahoo will display all Overture

Results provided by Overture in the Featured Sections.

(a) Order and Appearance. On the Effective Date and during any

population test pursuant to the Estimated Yahoo Payment and

Guaranteed Fixed Payment Adjustment Process set forth in

Exhibit K, the Yahoo Search Results Page shall be displayed as

provided for in Exhibit C. Yahoo will display the Overture

Results in the order provided by Overture. Yahoo will display

Overture Results in the Featured Sections with Overture’s full

title and a truncated description, both of which together will

consist of no less than 88 characters (as shown in the mock-up

attached as Exhibit C hereto), as well as with the full URL of

the web page associated with each Overture Result. When viewed

via Microsoft’s principal “Internet Explorer” browser product

(U.S. versions 4.0 and higher) on the Microsoft Windows

platform or any other browser that easily supports a mouse

over implementation, the title will give rise to the full

description to the extent that the user passes his or her

cursor over the title (a “Mouse Over”), which Mouse Over will

be substantially similar in form to the example set forth in

Exhibit C. Yahoo will not modify [*] of the Overture Results,

except that Yahoo will truncate the description as described

in the foregoing sentence. The only content in the Featured

Sections shall be the Overture Results and the Yahoo Results,

as provided for in this Agreement. All of the Search Result

Characteristics of the Overture Results and the Yahoo Results

in the Featured Sections, as well as the Exclusive Result,

shall be identical. To the extent that the [*] of the Overture

Results and the [*] are not identical to the Main Body Search

Results, Yahoo will provide Overture with written notice, and

any dispute regarding the difference between [*] will be

deemed an Escalation Event that is not subject to arbitration

under

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Section 16.5(b) below (i.e., [*]). The entire first search

result in the Featured Top Section shall appear Above the

Fold. The heading of the Featured Sections shall be “Sponsor

Matches” or such other heading as is mutually agreed upon by

the parties. Yahoo agrees that it will not [*].

(b) Increases in the Required Number of Overture Results. Yahoo

will be entitled to increase the number of Overture Results

that appear within the Featured Sections as long as Yahoo (a)

provides Overture with no less than [*] prior written notice

of the increase setting forth the keywords and terms for which

the number of Overture Results shall be increased and the

duration of time that the increase will last (which in no

event shall be less than [*]); (b) enlarges the applicable

Featured Section, as determined by Yahoo, proportionally to

account for the increased number of Overture Results; and (c)

confers with Overture regarding possible revisions to the

Service Level Agreement in order to account for the additional

Overture Results and, to the extent that the parties cannot

agree on the appropriate revision or whether a revision to the

Service Level Agreement is warranted at all, the parties will

resolve the issue via the escalation provisions set forth in

Section 16.5(a). If Yahoo elects to [*] within the Featured

Sections after the date that is [*] from the Effective Date,

then Yahoo will provide Overture with [*] days prior written

notice, and Yahoo agrees to add one additional Overture Result

to the Featured Top Section with respect to [*] keywords or

phrases upon which the parties mutually agree, which agreement

will not unreasonably withheld, for the period during which

[*].

incentives (e.g., points or special offers) to click on

Overture Results.

4.4 Preemption by Yahoo. In response to Yahoo Search Queries, Yahoo will

be entitled to display either (a) one Yahoo Result on the first

Yahoo Search Results Pages, unless Overture delivers the same

Overture Results for any Yahoo Search Query according to Section 3.2

(in which case Yahoo will be entitled to display the same Yahoo

Result on subsequent Yahoo Search Results Pages), in the Top Link

Position; or (b) one Exclusive Result (as defined below) in the

“Yahoo! Exclusives” (or similarly named) section of the Yahoo Search

Results Pages according to Section 5.1(b) below. If Yahoo elects to

display a Yahoo Result in the Top Link Section in response to a

particular Yahoo Search Query, then the Required Number of Overture

Results in the Featured Top Section for the particular Yahoo Search

Query will be reduced to two.

4.5 Removal by Yahoo; Potential Liability; Excluded Terms; Contextual

Relevance. Yahoo will be entitled to block the display of any

Overture Result for which Overture has an obligation to suppress

delivery pursuant to Section 4.2 and this Section 4.5.

(a) Overture Results that Yahoo deems Objectionable. As it

consistently administers its company-wide advertising

policies-(e.g., [*]), Yahoo will be entitled to block Overture

Results that do not comply with such policies from the Yahoo

Search Results Pages or to amend the list of Excluded Terms to

include any keywords or phrases to which those Overture

Results relate, as reasonably determined by Yahoo. Yahoo also

will be entitled to block or to request removal of any

Overture Results that [*]. Yahoo also will be entitled to

block or to request removal of any Overture Results that, in

Yahoo’s reasonable belief, might [*] or might [*]. In any

event, Yahoo agrees to notify Overture and to provide Overture

with an electronic copy of the Overture Results that give rise

to Yahoo’s request.

(b) Overture Results that Yahoo deems Contextually Irrelevant. As

it consistently administers its Yahoo Search-wide editorial

policies, Yahoo will be entitled to block or to request

removal of any Overture Results that are not contextually

relevant to the Yahoo Search Query. The

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parties will discuss relevancy issues in good faith, including

but not limited to the means for resolving relevancy issues

(e.g., revision of title and description, filter or removal).

Any disagreement between Overture and Yahoo concerning whether

an Overture Result is contextually relevant under this Section

4.5(b) shall give rise to an Escalation Event.

4.6 Yahoo Suppression. Yahoo will suppress delivery of certain Yahoo

Results in accordance with the following:

(a) Results that Overture deems Potentially Damaging. Overture

will be entitled to request that Yahoo not display any Yahoo

Results that, in Overture’s reasonable belief, might subject

Overture to criminal or civil liability.

(b) Contextual Relevance. As it consistently administers its

editorial policies, Overture will be entitled to request that

Yahoo not display any Yahoo Results that are not contextually

relevant to the Yahoo Search Query. The parties will discuss

relevancy issues in good faith, including but not limited to

the means for resolving relevancy issues (e.g., revision of

title and description, filter or removal). Any disagreement

concerning this Section 4.6(b) shall give rise to an

Escalation Event.

5. Yahoo Search Results Pages; Featured Sections.

5.1 Creation and Maintenance of Yahoo Search Results Pages. Yahoo will

create and maintain the Yahoo Search Results Pages during the Term

and, except as set forth in Section 5.4, display a Yahoo Search

Results Page in response to the submission of every Yahoo Search

Query.

(a) Editorial Control. Yahoo will be solely responsible for the

design, layout, “look and feel,” posting and maintenance of

the Yahoo Network, including but not limited to the Yahoo

Search Results Pages and any sections thereof. Notwithstanding

any provision herein to the contrary, except Section 4.3(a)

and the introductory paragraph thereto which contain the

minimum display requirements, Yahoo will be entitled to

redesign or modify [*], of the Yahoo Network, including but

not limited to the Yahoo Search Results Pages and any sections

thereof. Yahoo will undertake commercially reasonable efforts

to provide Overture with a reasonable amount of notice prior

to implementing any Redesign of the Yahoo Search Results

Pages.

(b) Pre-Approved Change to Yahoo Search Results Pages. With

respect to Yahoo Search Results Pages on which Yahoo does not

display a Yahoo Result, Overture hereby approves Yahoo’s

creation and display of a “Yahoo! Exclusives” (or similarly

named) section on the Yahoo Search Results Pages, which

section will include no more than one search result (an

“Exclusive Result”) and might appear above the Featured Top

Section.

that Yahoo might implement more than one “look and feel” for

the Yahoo Search Results Pages, which “look and feel” could

vary based on the nature of the Yahoo Search Query, as

determined by Yahoo.

(d) “Sponsor Matches” Link. Both parties acknowledge and agree

that, with respect to the page to which users navigate

directly from the “What are Sponsor Matches?” link (as shown

on the mock-up) or other similar link on the Yahoo Search

Results Page (the “Help Page”), the Help Page that has been

used prior to the Effective Date shall be the Help Page that

is used after the Effective Date, unless otherwise mutually

agreed upon by the parties.

5.2 Creation and Maintenance of Featured Sections. Yahoo will create and

maintain the Featured Sections on the Yahoo Search Results Pages

throughout the Term in accordance with the terms of

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this Agreement, including but not limited to Section 4.3(a) above.

On the Effective Date and during any population test pursuant to the

Estimated Yahoo Payment and Guaranteed Fixed Payment Adjustment

Process set forth in Exhibit K, the Featured Sections shall be

displayed as provided for in Exhibit C.

5.3 Blocked Content. Yahoo will undertake commercially reasonable

efforts not to sell advertising units (including but not limited to

pop-up windows) that block any portion of a user’s view of the

Overture Results [*].

5.4 Jump Page displayed in response to Hybrid Search Queries. With

respect to [*] Yahoo Search Queries for which “filtered” Overture

Results are available (the “Hybrid Search Queries”), Yahoo will be

entitled to present a jump page (the “Jump Page”) to each and every

U.S. User in response to that U.S. User submitting a Hybrid Search

Query, which Jump Page will (a) inform the U.S. User that the Hybrid

Search Query is likely to return [*] search results; (b) enable the

U.S. User to navigate directly to a contextually relevant Yahoo

Search Results Page and, to the extent that the U.S. User selects

this option, Yahoo will send the Hybrid Search Query to Overture in

accordance with Section 3.2 above; (c) enable the U.S. User to

submit a new Yahoo Search Query; and, in some cases, (d) enable the

U.S. User to navigate directly to a page within a third party web

site on which contextually relevant [*] search results are

displayed, thereby terminating the Hybrid Search Query. Any other

treatment of Hybrid Queries will be subject to mutual agreement of

the parties. The parties acknowledge and agree that the Jump Page

does not constitute a Yahoo Search Results Page, and that Yahoo’s

treatment of Hybrid Search Queries in this manner does not

constitute a breach of this Agreement. The parties further

acknowledge and agree that the delivery of [*] Overture Results to

Yahoo is not contemplated by this Agreement and, thus, Yahoo [*].

6. Technical Implementation; Interaction between the Parties.

6.1 Compliance with Service Level Agreement. Each party will comply with

the terms and conditions of the Service Level Agreement attached

hereto as Exhibit A.

6.2 Technical Resources; Quarterly Meetings. During the Term, each party

will contribute those technical resources reasonably necessary to

facilitate the exchange of Yahoo Search Queries and Overture Results

and the improvement of the tracking and reporting outlined in

Section 8.4 below. The search product development teams of the

parties will meet no less than once per Quarter to exchange

information regarding relevance of Overture Results and Yahoo

Results and developing trends in the search product market.

6.3 No Disparaging Comments. Yahoo will not post any disparaging

comments attributable to Yahoo about Overture or the Overture

Results on Yahoo Search and the accompanying directory property

during the Term (e.g., [*]), and Overture will not post any

disparaging comments attributable to Overture about Yahoo or Yahoo

Search on the Overture Site during the Term. In addition, during the

Term, Yahoo agrees (a) not to use Overture’s Confidential

Information, the Overture Results or the Overture Reports for the

purpose of selling Overture advertisers placement in any Yahoo

search sponsor matches program; (b) not to target Overture

advertisers by parsing the Overture XML feed for Overture advertiser

contact information or by obtaining such information from another

source provided by Overture. Notwithstanding the foregoing, under no

circumstances shall this Agreement be deemed to restrict Yahoo in

any manner from: (1) marketing any Yahoo product or service

(including but not limited to any Yahoo sponsor matches program) to

any existing Yahoo advertiser, content provider, or Yahoo registered

user; (2) marketing any Yahoo product or service to any potential

Yahoo

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advertiser through “one-to-one” contacts (e.g., telephone calls,

letter, e-mails, sales calls); or (3) marketing any Yahoo product or

service through any mass media (e.g., television, radio, print,

online) that does not specifically target Overture advertisers by

name. For clarity, individual Yahoo! salespeople may distinguish

Yahoo! sponsor matches programs from Overture’s by comparing aspects

of the two programs (e.g., [*]).

6.4 Co-Marketing Opportunities. The parties agree to deliver marketing

messages on behalf of each other via email or other means, the

recipients, content and timing of which will be mutually agreed upon

by the parties, which approval shall not be unreasonably withheld.

7. Exclusivity; Additional Domestic Opportunities; International.

7.1 Exclusivity.

(a) General. Except as set forth herein, the Overture Results will

be the only Restricted Search Results displayed by Yahoo

within [*] during the Term. In addition, other than Yahoo

Results and Exclusive Results displayed by Yahoo in accordance

herewith and any search results for which Yahoo is compensated

through its [*], Yahoo will not display within Yahoo Search

any [*]. Finally, Yahoo will not display Paid Advertising that

promotes the Restricted Search Results of any [*] in the area

between the [*] and the [*] or [*] or [*] of the Featured Top

Section.

(b) [*]. During the Term, Yahoo will not enter into any agreement

with any third party under which Yahoo is supplied with (1)

[*] products for use within [*]; or (2) [*] products for use

on the Yahoo Network, which [*] products (i) are [*] to

Overture’s [*] search service as of the Effective Date; and

(ii) assemble Restricted Search Results for display in

response to general searches [*]. During the Term, if [*]

offers a service outside the scope of the [*], then Yahoo is

free to utilize that service on the Yahoo Network, subject to

Section 7.3 below.

7.2 Exclusions; Clarifications; Acknowledgements.

(a) Exclusions; Yahoo Listings and [*]. Notwithstanding anything

to the contrary in this Agreement, Yahoo will be entitled to

continue to offer and grow its listings businesses (e.g.,

[*]), as long as Yahoo does not place its directory “Sponsor

Listings” (or similarly named listings) within Yahoo Search in

a manner that [*] (for clarity, [*]). In addition,

notwithstanding anything to the contrary in this Agreement,

Yahoo will be entitled to monetize all or part of the Main

Body Search Results by

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implementing [*], provided that Yahoo will notify Overture,

and discussions arising therefrom will be deemed an Escalation

Event (with the criteria being whether [*]), before Yahoo

itself [*] (or instructs the [*]) to the fact that a Main Body

Search Result is paid. Any [*] results will be displayed with

the same Search Result Characteristics as the other Main Body

Search Results, and the [*] results may not be displayed in a

separate section, but rather must be displayed among the other

Main Body Search Results. Overture acknowledges and agrees

that (1) Yahoo may not have control over [*]; and (2) Yahoo

uses and will continue to use the fact that a web site within

its directory is [*] for display in the Main Body Search

Results.

(b) Clarifications; U.S. Users. For clarity, the exclusivity set

forth in this Section 7 extends to U.S. Users on Yahoo Search

only, unless the parties mutually agree in an executed

amendment to this Agreement to broaden the exclusivity to

include New Domestic Opportunities or International

Opportunities as set forth in Section 7.3 and 7.4 below.

acknowledges and agrees that Yahoo has entered into agreements

with (a) LookSmart International Pty Limited (“LookSmart

Australia”) under which, among other things, LookSmart

Australia provides and Yahoo displays Restricted Search

Results in response to search queries submitted to Yahoo

Search from Internet Protocol addresses within Australia or

New Zealand, as measured by Yahoo; and (b) eSpotting Media

(UK) Limited (“eSpotting UK”) under which, among other things,

eSpotting UK might provide and Yahoo might display Restricted

Search Results in response to search queries submitted to

Yahoo Search from Internet Protocol addresses within Europe,

as measured by Yahoo. Overture agrees that nothing in this

Agreement will be construed to prohibit, restrict, or

otherwise prevent Yahoo from continuing to participate in and

pursue the foregoing relationships, as long as these pursuits

do not violate this Agreement. Nothing in this provision or

Agreement shall be construed to constitute an admission by

Overture that any third party system does not infringe any

Overture intellectual property right. Further, nothing in this

provision or Agreement shall preclude Overture from asserting

a claim for infringement against any third party for

infringement of Overture’s intellectual property or seeking an

injunction against providing infringing search results to

others, including Yahoo.

7.3 Additional Domestic Opportunities. If, during the Term, Yahoo elects

to create a new opportunity for a [*] for display on the Yahoo

Network but outside Yahoo Search and Yahoo Directory (the “New

Domestic Opportunity”), then Yahoo will provide Overture with

written notice that sets forth Yahoo’s business requirements for the

New Domestic Opportunity. The parties will negotiate in good faith

for the purpose of executing an amendment to this Agreement under

which Overture will provide the New Domestic Opportunity under

reasonable terms and conditions. [*].

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7.4 International Opportunities. The parties will negotiate in good

faith for the purpose of executing an amendment to this Agreement

under which Overture or an Overture Affiliate will provide

Restricted Search Results within certain mutually agreed upon areas

of those Yahoo Foreign Properties located within the [*], which

provision by Overture cannot occur until Yahoo’s or the Yahoo

Affiliate’s pre-existing contractual obligations with respect to the

display of Restricted Search Results on the [*] expire or terminate.

If, during the Term, Yahoo or a Yahoo Affiliate elects to create a

new opportunity for a third party to provide Yahoo with Restricted

Search Results for display on any Yahoo Foreign Property (the

“International Opportunity”), then Yahoo will provide Overture with

written notice that sets forth Yahoo’s business requirements for the

International Opportunity. The parties will negotiate in good faith

for the purpose of executing an amendment to this Agreement under

which Overture will provide the International Opportunity under

reasonable terms and conditions. [*]. Upon Overture providing

services in a new market under this Agreement, whenever a user of

such market conducts a search on Yahoo Search, Yahoo shall display

Overture’s search results for that market and not the Overture

Results.

8. Overture’s Payment Obligations. Overture will make payments to Yahoo in

accordance with the following:

8.1 Guaranteed Fixed Payments. Overture will make the applicable

Guaranteed Fixed Payment to Yahoo within [*] days after the start of

the applicable Quarter according to the schedule set forth below,

unless the applicable Guaranteed Fixed Payment is reduced according

to Section 8.7 below. If the parties reasonably believe that a

Revenue Share Payment will be less than the Guaranteed Fixed Payment

in a particular Quarter, then Overture shall pay to Yahoo a [*]

reasonable estimate of the next Guaranteed Fixed Payment due (which

reasonable estimate shall not bind either party to such number) and,

once the parties determine the correct Guaranteed Fixed Payment for

that Quarter according to Section 8.7 below, the party that owes

money to the other shall pay the same. If Yahoo owes money to

Overture, then Overture shall be entitled to reduce its next

payment(s) by the amount that is owed until the entire amount has

been repaid.

—-----------------------------------------------------------

Quarter Guaranteed Fixed Payment

—-----------------------------------------------------------

Q1 $[*]

—-----------------------------------------------------------

Q2 $[*]

—-----------------------------------------------------------

Q3 $[*]

—-----------------------------------------------------------

Q4 $[*]

—-----------------------------------------------------------

Q5 $[*]

—-----------------------------------------------------------

Q6 $[*]

—-----------------------------------------------------------

Q7 $[*]

—-----------------------------------------------------------

Q8 $[*]

—-----------------------------------------------------------

Q9 $[*]

—-----------------------------------------------------------

Q10 $[*]

—-----------------------------------------------------------

Q11 $[*]

—-----------------------------------------------------------

Q12 $[*]

—-----------------------------------------------------------

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—-----------------------------------------------------------

Each Quarter of any Extension Term $[*]

—-----------------------------------------------------------

8.2 Revenue Share Payments. Overture will make Quarterly revenue share

payments (the “Revenue Share Payments”) to Yahoo based on Gross

Revenue in the applicable Quarter according to the schedule set

forth below, but only to the extent that the applicable Revenue

Share Payment exceeds the applicable Guaranteed Fixed Payment made

by Overture (e.g., if the Revenue Share Payment for the applicable

Quarter were to exceed the Guaranteed Fixed Payment made by Overture

for the applicable Quarter, then Overture would make a payment to

Yahoo in the amount of the difference between the applicable Revenue

Share Payment and the applicable Guaranteed Fixed Payment). [*].

Percentages of Gross Revenue apply solely to Gross Revenue within

each of the ranges listed below (i.e., [*]). Revenue Share Payments

are due and payable to Yahoo within [*] days after the end of the

applicable Quarter.

[*]

Overture will retain all revenue that it derives from the Overture

Results, except as specifically set forth in this Agreement.

8.3 Advance Payment; Renewal Fee; Prior Agreement True-Up.

(a) Advance Payment. On or before the date that is [*] days after

the Effective Date, Overture shall pay to Yahoo, as an advance

payment, [*] of the Guaranteed Fixed Payment due for [*] as

specified in Section 8.1 above (the “Advance Payment”). If

this Agreement is terminated prior to the end of the [*], then

Yahoo will apply the Advance Payment to any amount owed by

Overture to Yahoo hereunder. If the Advance Payment is greater

than the amount owed by Overture to Yahoo hereunder, then the

difference between the amount of the Advance Payment and the

amount owed by Overture to Yahoo hereunder shall be refunded

to Overture within [*] days after the effective date of

termination.

(b) Renewal Fee. If Yahoo irrevocably exercises its First Option

(as defined below) according to Section 10 below and so

notifies Overture in writing no later than April 30, 2004,

then Overture shall pay to Yahoo a renewal fee in the amount

of $2,000,000 within 60 days after Yahoo’s notice.

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that, under the Prior Agreement and in consideration of

Yahoo’s performance under the Prior Agreement, Overture owes

additional fees in the amount of $[*] (the “True-Up Payment”).

Overture shall pay the True-Up Payment to Yahoo within [*]

days after the Effective Date.

8.4 Tracking; Reporting.

(a) Tracking. Yahoo will include [*] search URLs or other source

feed indicators provided by Overture (the “Tags”) for (i) [*];

(ii) Yahoo Search Results Pages within the Yahoo Network

within which Overture Results are displayed and (iii) any

search service testing performed by Yahoo related to the

Overture Results. Overture will use the Tags solely for [*].

(b) Overture Reporting. Overture will be responsible for tracking

and calculating Gross Revenue and Revenue Share Payments.

Overture will provide Yahoo a monthly report that sets forth

in reasonable detail the information listed in Exhibit F (the

“Overture Reports”) in a format to be mutually agreed upon by

the parties. All reports provided hereunder will be

accompanied by a certificate of accuracy, signed by Overture’s

Chief Financial Officer or similar officer with responsibility

for the reporting function.

either offline reports or an online database (and each of

which will be deemed Yahoo Search Query Reports to the extent

reduced to tangible form by or for Overture) that sets forth

Yahoo’s calculation of the Yahoo Search Queries, Impressions

and “next” button Yahoo Search Queries delivered hereunder in

the aggregate, as well as the number and percentage of

Timeouts (as that term is defined in the Service Level

Agreement attached hereto as Exhibit A) and the number of

times that Yahoo displayed an impression that was not in

compliance with the terms of this Agreement. The Impression

information shall be reflected in the on-line reporting

database within 48 hours. In addition, with respect to the

Yahoo Results and Exclusive Results, Yahoo will provide

Overture with a Yahoo Search Query Report that sets forth in

reasonable detail monthly Impressions for the Yahoo Results

and Exclusive Results in the aggregate and the aggregate

information and data that falls within the same categories as

those listed in Exhibit F for which Overture must provide

information and data about the Overture Results (e.g., total

clicks, average cost per click and average click-through

rate). All reports provided hereunder will be accompanied by a

certificate of accuracy, signed by Yahoo’s Chief Technology

Officer or similar officer with responsibility for the

reporting function.

(d) `Bot Traffic. Yahoo will implement a tracking solution that

tracks the number of Impressions (i.e., a tracking solution

that determines which Yahoo Search Queries were performed by

U.S. Users, thereby qualifying as Yahoo Search Queries, and

which search queries were performed by `bots, metaspiders,

macro programs, Internet agents, any other automated means, or

by Yahoo as part of any testing in accordance with the

subsection (e) below and the Service Level Agreement).

(e) Mutual Exchange of Information. The parties hereby agree to

negotiate in good faith for [*] days following the Effective

Date to provide an exchange of information during the Term

that (i) enables either Overture to develop its own reasonable

estimates of `bot traffic in addition to the numbers reported

in the Yahoo Search Query Reports or Yahoo to develop its own

marketplace for the Yahoo Results and Exclusive Results, (ii)

does not violate any law or regulation affecting user privacy,

(iii) provides contractual assurances to each party that such

information will not be used for any purpose other than those

set forth in subsection (i) above, and (iv) provides standards

for storing and destroying such information. The parties

acknowledge and agree that the goal of this Section 8.4(e) is

to exchange that information

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reasonably necessary for each party to administer this

Agreement on a timely basis and to mutually determine relative

fault for adjustments to the Estimated Yahoo Payment and the

Guaranteed Fixed Payments under Section 8.7 below. Any failure

to complete such negotiations will trigger an Escalation Event

pursuant to Section 16.5(a) below.

(f) Testing. Yahoo agrees to (i) identify search queries submitted

by Yahoo in connection with any test conducted by Yahoo in

accordance with the Service Level Agreement as “test” queries

by marking them as such in a data field at the time of

submission; and (ii) include a total of these “test” queries

in the Yahoo Search Query Reports.

8.5 Mutual Audit Rights. Each party (the “Auditing Party”), at its own

expense, will be entitled to retain a reputable, independent

certified public accounting firm reasonably acceptable to the other

party (the “Audited Party”) solely for the purpose of auditing, at a

mutually agreed upon time during normal business hours, those

records of the Audited Party that relate to the calculation of `bot

traffic, Click-Through Rate, Price Per Click, Impressions, Yahoo

Results, U.S. Users, Gross Revenue or the Revenue Share Payments.

Prior to an audit, the Auditing Party will require the certified

public accounting firm (the “Auditor”) to sign a confidentiality

agreement reasonably acceptable to the Audited Party, and the

results of the audit will be deemed “Confidential Information”. Such

audit shall be conducted in accordance with generally accepted

auditing standards and the Auditor will be entitled to disclose to

the Auditing Party only whether or not the Audited Party is in

compliance and the amount of any non-compliance, if any, and will be

precluded from disclosing any other Confidential Information to the

Auditing Party without written consent of the Audited Party. If an

audit reveals an underpayment, then the Audited Party will

immediately make payment to the Auditing Party in the amount of the

underpayment [*]. If an audit reveals an underpayment or

miscalculation of more than 10%, then the Audited Party will pay the

reasonable cost of that audit. Either party shall only be entitled

to [*] during the Term, which will apply to the prior [*] under the

Agreement. Upon request by the Auditor, Yahoo shall provide the

Auditor access to its query logs to confirm compliance with the

Guaranteed Impressions of this Agreement.

8.6 Payment Mechanics. Overture will make payments to Yahoo in U.S.

dollars via wire transfer into Yahoo’s main account according to the

instructions set forth below:

[*]

8.7 Estimated Yahoo Payment and Guaranteed Fixed Payment Reductions.

(a) Principles. The principles below convey the shared

understanding of the parties of how economic value is

generated and how actions by the parties can change the rate

of economic value creation:

(1) [*] is responsible for Impressions as modeled in this

Agreement.

(2) [*] is responsible for Coverage as modeled in this

Agreement.

(3) [*] is responsible for PPC as modeled in this

Agreement.

[*] based its PPC model on [*]. [*] may impact PPC in a

number of different ways (but the parties recognize that

such ways may or may not adversely affect PPC) which

will be considered by the parties in

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determining relative fault in their discussions and in

third party arbitration. These ways include (but are not

limited to) by [*].

The PPC on [*] is one indicator of the degree to which

[*] is achieving the PPC for which it is responsible.

[*].

(4) [*] is responsible for CTR as modeled in this Agreement.

[*] based its CTR model on the [*]. [*] may impact CTR

in a number of different ways (but the parties recognize

that such ways may or may not adversely affect CTR)

which will be considered by the parties in determining

relative fault in their discussions and in third party

arbitration. These ways include (but are not limited to)

[*] and [*] may impact CTR through [*].

(b) Estimated Yahoo Payment. Once a Measurement Period is

triggered, the Estimated Yahoo Payment and Guaranteed Fixed

Payment Adjustment Process set forth in Exhibit K will be

followed. If an adjustment in the Estimated Yahoo Payment is

required, then the following formula will be used to determine

that adjustment:

[*]

Payment is less than the Guaranteed Fixed Payment in Quarter

X, then Overture will be credited toward the Guaranteed Fixed

Payment in Quarter Y an amount (the “Credit”) = [*]:

(1) [*], or

(2) [*].

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If the above calculation occurs during the final Quarter of

the Agreement (inclusive of any Extension Terms), then the

Term of the Agreement will be extended until the actual

Revenue Share Payment is equal to the Credit. For clarity,

[*]. If the parties mutually agree not to extend the Term as

set forth herein, then Yahoo will pay the amount of the Credit

to Overture within [*] days after the expiration of the

Agreement.

(d) Measurement Period. A Measurement Period is triggered when the

[*]. At the time a Measure Period is triggered, the Parties

shall determine a fair reserve from the Guaranteed Fixed

Payment as described in Section 8.1 above.

By way of example, [*].

(e) Adjustment. If, in a Quarter subsequent to a Measurement

Period, the Yahoo Revenue Share exceeds the Estimated Yahoo

payment for that Quarter (as adjusted, if applicable), then

Overture will reset the Estimated Yahoo Payment and the

Guaranteed Fixed Payment for the subsequent Quarter to the

level calculated using the formula in Section 8.7(b) above,

subject to the following exceptions:

(1) To the extent that the Guaranteed Fixed Payment is

adjusted upwards [*].

(2) The Guaranteed Fixed Payment will not be adjusted

upwards unless the actual revenue share to Yahoo is

greater than or equal to [*]% of Estimated Yahoo Payment

for a given Quarter.

8.8 Late Payments. Any Guaranteed Fixed Payment or undisputed Revenue

Share Payment that is paid more than [*] days late will bear

interest at the rate of [*]% per month.

8.9 [*]

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9. Impressions.

9.1 Deliveries. Yahoo will deliver the Guaranteed Impressions for each

Quarter, except that Yahoo will be deemed to have delivered the

Guaranteed Impressions for any Quarter in which [*] for that

Quarter. Additionally, if [*], then Yahoo will be deemed to have

delivered the Guaranteed Impressions for that Quarter, regardless of

the number of Impressions actually delivered. For clarity, Yahoo

will continue to deliver Impressions hereunder, by virtue of

delivering each and every Yahoo Search Query to Overture according

to Section 3.2 above, even if Yahoo has delivered the Guaranteed

Impressions for a particular Quarter. For additional clarity, the

fact that the Guaranteed Impressions are deemed delivered hereunder

will not preclude the parties from considering Impressions in

connection with an adjustment under Section 8.7 above.

9.2 Remedy, Make-Good. If Yahoo does not deliver the Guaranteed

Impressions within the applicable Quarter, then it will “make good”

the shortfall by extending its obligations hereunder at the end of

the Initial Term or the end of the applicable Extension Term, if

any, until it delivers the Guaranteed Impressions.

10. Yahoo’s Option to Extend. Yahoo shall have two options to extend the Term,

each of which shall extend the Term by an additional two or three years,

as determined by Yahoo. The first option to extend (“First Option”), if

exercised by Yahoo, shall extend the Term for a period commencing on May

1, 2005 and continuing until either April 30, 2007 or April 30, 2008 (an

“Extension Term”), depending on whether Yahoo chooses the two year option

or three year option. In order for Yahoo to exercise the First Option,

Yahoo must notify Overture in writing prior to [*] of its desire to

exercise such option. The second option to extend (“Second Option”), if

exercised by Yahoo, shall extend the Term for a period commencing on the

date on which the first Extension Term expires (i.e., either April 30,

2007 or April 30, 2008) and continuing for a period of either two or three

years from

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the date on which the first Extension Term expires, depending on whether

Yahoo chooses the two year option or three year option. In order for Yahoo

to exercise the Second Option, Yahoo must have exercised the First Option

and Yahoo must notify Overture in writing prior to the date that is [*]

prior to the end of the First Option of its desire to exercise the Second

Option. All notices of exercise hereunder must disclose whether Yahoo is

extending the Term for two years or three years.

11. Representations and Warranties.

11.1 Overture Warranties. Overture represents and warrants that it has

full power and authority to enter into this Agreement. Overture

further represents and warrants to Yahoo that Overture’s total costs

for credit card charges and bad debt for the first 9 months of 2001

was [*]% of amounts earned by Overture for Bidded Clicks. Bad debt

for the purpose of this Agreement consists of matters which Overture

categorizes in its normal course of business as uncollectable

revenues and invoiced revenues that are not collected. Overture

uncollectable revenues consists of the following: credit card fraud;

adjustments for system and other errors in billing on a client

account; adjustments made to advertiser’s accounts for disputed

▇▇▇▇▇▇▇▇; and adjustments [*] after processing through our normal

click-through protection filters. Overture finally represents and

warrants that, as of the Effective Date and at all times throughout

the Term, it has all consents, approvals, licenses and permissions,

necessary for Overture to perform all of its obligations hereunder

and for Yahoo to exercise all of its rights hereunder.

11.2 Yahoo Warranties. Yahoo represents and warrants that it has full

power and authority to enter into this Agreement.

11.3 Disclaimer. EXCEPT AS SET FORTH IN SECTION 13, NEITHER PARTY WILL BE

RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES, INCLUDING BUT

NOT LIMITED TO ADVERTISERS, OR FOR ANY THIRD PARTY WEB SITES THAT

CAN BE LINKED TO OR FROM THAT PARTY’S WEB SITE. NEITHER PARTY

NOR SUCH PARTY’S LICENSORS MAKE ANY OTHER WARRANTY OF ANY KIND,

WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT

LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR

USE AND NONINFRINGEMENT.

12. Confidentiality.

12.1 Definition. “Confidential Information” means any information

disclosed by either party to the other party during the Term (and

any renewals terms), either directly or indirectly, in writing,

orally or by inspection of tangible objects, which is designated as

“Confidential,” “Proprietary” or some similar designation. All of

the terms of this Agreement, including but not limited to all

Overture Reports and all Yahoo Search Query Reports, will be deemed

“Confidential.” Information communicated orally will be considered

Confidential Information if such information is designated as being

Confidential Information at the time of disclosure and confirmed in

writing as being Confidential Information within 20 days after the

initial disclosure. Confidential Information will not, however,

include any information that (a) was publicly known and made

generally available in the public domain prior to the time of

disclosure by the disclosing party; (b) becomes publicly known and

made generally available after disclosure by the disclosing party to

the receiving party through no action or inaction of the receiving

party; (c) is already in the possession of the receiving party at

the time of disclosure by the disclosing party; (d) is obtained by

the receiving party from a third party without a breach of such

third party’s obligations of confidentiality; or (e) is

independently developed by the receiving party without use of or

reference to the disclosing party’s Confidential Information.

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12.2 Restrictions. Other than the rights expressly granted under Section

2, the receiving party agrees (a) not to disclose any Confidential

Information to any third parties; (b) not to use any Confidential

Information for any purposes other than to exercise its rights or

perform its obligations under this Agreement; and (c) to keep the

Confidential Information confidential using the same degree of care

the receiving party uses to protect its own confidential

information, as long as it uses at least reasonable care. If either

party receives a subpoena or other validly issued judicial process

requesting, or is required by a government agency (e.g., the

Securities and Exchange Commission) to disclose, Confidential

Information of the other party, then the receiving party will notify

the disclosing party of such request and will reasonably cooperate

to seek confidential treatment or to obtain an appropriate

protective order to preserve the confidentiality of the Confidential

Information. Notwithstanding the foregoing, either party may

disclose following notice to the other party, pursuant to a

confidentiality agreement no less restrictive than the

confidentiality terms hereof, the terms of this Agreement and

performance hereunder to third parties for the purpose of due

diligence examinations in the context of financings or a potential

Change of Control (as defined in Section 15.4). All obligations

under this Section 12.2 will survive for a period of [*] after

termination or expiration of the Agreement.

12.3 Press Release. Immediately upon execution of the Agreement, the

parties will jointly issue the press release attached hereto as

Exhibit D, the content of which has been mutually agreed upon by

both parties. Further, the parties agree that Overture and Yahoo or

the applicable Yahoo Affiliate and Overture Affiliate will jointly

issue a press release, the timing of which will be mutually agreed

upon, relating to any amendment of this Agreement to incorporate an

International Opportunity in accordance with Section 7.4 above.

Neither party shall issue any additional press releases in

connection with this Agreement without the other party’s prior

written consent, which will not be unreasonably withheld. Excluding

disclosures that are required by law, neither party will disclose

any other terms of this Agreement to any third party via any medium

without the prior approval of the other party. When determining

whether a disclosure is “required by law,” each party may rely on

its legal counsels’ advice on such matters. Notwithstanding the

foregoing, (a) Overture shall have the right to notify its

advertisers and potential advertisers of the general nature of this

transaction (including Overture’s estimate of the increase in

traffic) pursuant to the general provisions of Exhibit I in order to

encourage Overture’s advertisers to increase their spending with

Overture and to encourage potential advertisers to advertise with

Overture; and (b) both parties shall be entitled to (i) provide

additional disclosures containing any and all information contained

in any previously agreed upon press release; and (ii) list the other

party’s name in advertising and other materials (provided that such

language shall not disparage the other party) according to the other

party’s then-current brand usage guidelines, which the other party

will make available upon request.

13. Indemnification.

13.1 Overture Indemnification. Overture, at its own expense, will

indemnify, defend and hold harmless Yahoo and Yahoo Affiliates,

employees, representatives and agents from and against any claim,

demand, action, investigation or other proceeding, including but not

limited to all damages, losses, liabilities, judgments, costs and

expenses arising therefrom, brought by any third party against Yahoo

(collectively, a “Yahoo Claim”) to the extent that the Yahoo Claim

is based on, or arises out of an allegation that Overture’s

performance hereunder (including but not limited to Overture’s

practice of any method under the Overture Licensed IP by which

Overture assembles and orders Overture Results for delivery to Yahoo

hereunder) or the Licensed Materials violates any applicable law,

rule or regulation or infringe the rights of any third party,

including but not limited to intellectual property rights, privacy

and publicity rights, claims of defamation, false or deceptive

advertising claims and consumer fraud.

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13.2 Yahoo Indemnification. Yahoo, at its own expense, will indemnify,

defend and hold harmless Overture and Overture Affiliates,

employees, representatives and agents from and against any claim,

demand, action, investigation or other proceeding, including but not

limited to all damages, losses, liabilities, judgments, costs and

expenses arising therefrom, brought by any third party against

Overture (collectively, an “Overture Claim”) to the extent that the

Overture Claim is based on, or arises out of an allegation that

Yahoo’s performance hereunder or the Yahoo Marks violate any

applicable law, rule or regulation or infringe the rights of any

third party, including but not limited to intellectual property

rights, privacy and publicity rights, claims of defamation, false or

deceptive advertising claims and consumer fraud.

13.3 Indemnification Procedure. All indemnity obligations arising under

this Section 13 will be subject to the following requirements: (a)

the indemnified party will provide the indemnifying party with

prompt written notice of any Yahoo Claim, in the case that Yahoo is

the indemnified party, or any Overture Claim, in the case that

Overture is the indemnified party, (as applicable, a “Claim”),

except that failure to give prompt notice will not waive any rights

of the indemnified party to the extent that the rights of

indemnifying party are not materially prejudiced thereby; (b) the

indemnified party will permit the indemnifying party to assume and

control the defense of the Claim upon the indemnifying party’s

written acknowledgment of its obligation to indemnify; (c) upon the

indemnifying party’s written request, and at no expense to the

indemnified party, the indemnified party will provide the

indemnifying party with all available information and assistance

reasonably necessary for the indemnifying party to defend the Claim.

The indemnifying party will not enter into any settlement or

compromise of the Claim (except a settlement or compromise that (i)

is full and final with respect to the Claim; (ii) does not obligate

the indemnified party to act or to refrain from acting in any way;

(iii) does not contain an admission of liability on the part of the

indemnified party; (iv) dismisses the Claim with prejudice; and (v)

is subject to confidentiality, such that no party may disclose the

terms of the settlement or compromise without the indemnified

party’s prior written consent) without the indemnified party’s prior

written approval, which shall not be unreasonably withheld.

14. Limitation of Liability. EXCEPT FOR INDEMNITY OBLIGATIONS ARISING UNDER

SECTION 13 ABOVE, ANY BREACH OF SECTION 12.2 (CONFIDENTIALITY —

RESTRICTIONS) OR ANY WILLFUL, UNCURED AND MATERIAL BREACH OF THIS

AGREEMENT, UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR ITS AFFILIATES BE

LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY INDIRECT, INCIDENTAL,

CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM THE SUBJECT

MATTER OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF DATA,

BUSINESS, PROFITS OR GOODWILL AND COSTS OF PROCUREMENT OF SUBSTITUTE GOODS

OR SERVICES, REGARDLESS OF THE LEGAL THEORIES AND EVEN IF THAT PARTY HAS

BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL

YAHOO’S AGGREGATE, CUMMULATIVE LIABILITY TO OVERTURE UNDER THIS AGREEMENT

EXCEED THE SUM OF $[*] AND ANY AMOUNTS CREDITABLE OR REFUNDABLE TO

OVERTURE UNDER THIS AGREEMENT PURSUANT TO SECTION 8, EXCEPT THAT YAHOO’S

AGGREGATE, CUMMULATIVE LIABILITY TO OVERTURE UNDER THIS AGREEMENT WILL NOT

EXCEED THE SUM OF $[*] AND ANY AMOUNTS CREDITABLE OR REFUNDABLE TO

OVERTURE UNDER THIS AGREEMENT PURSUANT TO SECTION 8 IN THE EVENT OF

YAHOO’S WILLFUL, EFFICIENT BREACH OF THIS AGREEMENT. IN NO EVENT WILL

OVERTURE’S AGGREGATE, CUMMULATIVE LIABILITY TO YAHOO UNDER THIS AGREEMENT

EXCEED THE SUM OF $[*] AND ANY AMOUNTS PAST DUE UNDER THIS AGREEMENT

PURSUANT TO SECTION 8, EXCEPT THAT OVERTURE’S AGGREGATE, CUMMULATIVE

LIABILITY TO YAHOO UNDER THIS AGREEMENT WILL NOT EXCEED THE SUM OF $[*]

AND ANY AMOUNTS PAST DUE UNDER THIS AGREEMENT PURSUANT TO SECTION 8 IN THE

EVENT OF OVERTURE’S WILLFUL, EFFICIENT BREACH OF THIS AGREEMENT.

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15. Term.

15.1 Term. This Agreement will become effective as of the Effective Date

and, unless terminated or renewed as set forth herein, will remain

effective for the Term.

15.2 Termination. If either party breaches this Agreement in any material

respect, and that party does not cure its breach within 30 days

after written notice by the non-breaching party of its breach, then

the non-breaching party will be entitled to terminate this Agreement

immediately upon written notice to the breaching party after failure

to cure within those 30 days.

15.3 Termination for Cause. Following the first year of this Agreement,

Yahoo will be entitled to terminate this Agreement upon [*] prior

written notice (the “Termination Notice”) to Overture if the [*] is

less than [*] for [*] consecutive Quarters; provided that the reason

the [*] is less than [*] must be determined to be Overture’s

responsibility by applying the principles and provisions described

in Section 8.7 above. Upon receipt of the Termination Notice,

Overture shall have the right to increase the Guaranteed Fixed

Payment from its current level of approximately [*] to [*] in which

case the Agreement shall continue as if no Termination Notice had

been delivered.

15.4 Termination for Change of Control. For purposes of this provision,

“Change of Control” means (a) the direct or indirect acquisition

(except for transactions described in clause (b) of this paragraph

below), whether in one or a series of transactions by any person (as

such term is used in Section 13(d) and Section 14(d)(2) of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”)),

or related persons (such person or persons, an “Acquirer”)

constituting a group (as such term is used in Rule 13d-5 under the

Exchange Act), other than in all cases Yahoo and/or controlled

affiliates of, or an entity that controls 50% or more of, Yahoo, of

(i) beneficial ownership (as defined in the Exchange Act) of issued

and outstanding shares of stock of Overture, the result of which

acquisition is that such person or such group possesses in excess of

50% of the combined voting power of all then-issued and outstanding

stock of Overture, or (ii) the power to elect, appoint, or cause the

election or appointment of at least a majority of the members of the

board of directors of Overture (or such other governing body in the

event Overture or any successor entity is not a corporation); (b) a

merger or consolidation of Overture with a person or a direct or

indirect subsidiary of such person, other than in all cases Yahoo

and/or controlled affiliates of, or an entity that controls 50% or

more of, Yahoo, provided that the result of such merger or

consolidation, whether in one or a series of related transactions,

is that the holders of the outstanding voting stock of Overture

immediately prior to such consummation do not possess, whether

directly or indirectly, immediately after the consummation of such

merger or consolidation, in excess of 50% of the combined voting

power of all then-issued and outstanding stock of the merged or

consolidated person, its direct or indirect parent, or the surviving

person of such merger or consolidation; (c) the stockholders of

Overture approve a plan of complete liquidation of Overture; or (d)

a sale or disposition, whether in one or a series of transactions,

of all or substantially all of Overture’s assets. Overture will

provide Yahoo with prompt written notice following (or at Overture’s

election, up to [*] days prior to) (i) the approval by the

Overture board of directors of a transaction that is or is intended

to be a Change in Control or (ii) the public announcement (including

without limitation by means of a filing pursuant to Section 13D of

the Exchange Act) by any third party of its intention to effect a

Change in Control of Overture, including without limitation the

initiation of a tender offer, proxy fight, consent solicitation or

other means designed or intended to effect a Change in Control of

Overture. Upon receipt of such notice from Overture, Yahoo will be

entitled to the right (the “Change of Control Right”) to elect in

writing (the “Change of Control Election”) to Overture, within [*]

days of receipt of such notice, either the “Continue on Revised

Financial Terms” option set forth in subpart (a) immediately below

or the “Termination; Termination Fee” option set forth in subpart

(b)

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immediately below. Notwithstanding anything to the contrary herein,

once a Change of Control has been consummated, Yahoo shall have no

further rights under this Section 15.4 in respect of a subsequent

Change of Control , if any, that may be consummated. The following

subparts (a) and (b) are the two choices, one of which Yahoo may

elect pursuant to a Change of Control Election (it being understood

that if Yahoo does not make an election prior to the end of such

[*] day period, then it shall be deemed to have elected the option

set forth in subpart (a) below):

(a) Continue on Revised Financial Terms. Yahoo elects to maintain

the Agreement under its terms and conditions, subject to the

following adjustment, to become effective immediately prior to

the consummation of the Change of Control: Overture will

increase the percentage at which it makes Revenue Share

Payments hereunder by (1) [*]% (e.g., in year 3 of the Initial

Term, the revenue share percentage would increase from [*]% to

[*]%) to the extent that the Acquirer is [*] or controlled by

one of such entities or any successor to substantially all of

the current business of any of such entities (each, a

“Designated Company”); or (2) [*]% to the extent that the

Acquirer is any entity other than a Designated Company. The

term of the increased Revenue Share Payment percentages

pursuant to this subpart (a) shall continue from immediately

prior to the consummation of the Change of Control until the

later of (x) one year following consummation of the Change of

Control, and (y) the expiration of the Initial Term (if the

Change of Control is consummated during the Initial Term) or

the applicable Extension Term (if the Change of Control is

consummated during an Extension Term). Notwithstanding the

foregoing sentence, to the extent that either (i) the Change

of Control occurs after January 1, 2005 and Yahoo has not

provided Overture with written notice of Yahoo’s intent to

exercise the First Option according to Section 10 above; or

(ii) the Change of Control occurs after the date that is six

months prior to the end of the First Option and Yahoo has not

provided Overture with written notice of Yahoo’s intent to

exercise the Second Option according to Section 10 above, the

term of the increased Revenue Share Payment percentages

pursuant to this subpart (a) shall continue from immediately

prior to the consummation of the Change of Control until the

expiration of the then-current Term (i.e., the Initial Term in

the case of clause (i) above and the first Extension Term in

the case of clause (ii) above).

(b) Termination; Termination Fee. Yahoo elects to terminate the

Agreement, in which case the following will become effective

immediately prior to the consummation of the Change of

Control: the Agreement will terminate and Overture will pay to

Yahoo a termination fee of (i) if Acquirer is a Designated

Company, then (A) $10,000,000 in cash, payable promptly upon

consummation of a Change of Control; and (B) 3% of the

outstanding shares of Overture Common Stock, on a fully

diluted basis immediately prior to consummation of the Change

of Control (calculated on the treasury stock method (utilizing

the average closing trading price of shares of Overture for

the 10 trading days ending on the day that is two trading days

prior to but not including the date of consummation of the

Change of Control (the “Ten-Day Average Price”))) which,

subject to applicable governmental regulatory approvals and

the expiration of applicable waiting periods, shall be issued

immediately prior to consummation of a Change of Control; or

(ii) if Acquirer is not a Designated Company, then (A)

$5,000,000 in cash, payable promptly upon consummation of a

Change of Control; and (B) 2% of the outstanding shares of

Overture Common Stock, on a fully diluted basis, immediately

prior to consummation of the Change of Control (calculated on

the treasury stock method as aforesaid) which, subject to

applicable governmental regulatory approvals and the

expiration of applicable waiting periods, shall be issued

immediately prior to consummation of a Change of Control (the

shares referred to in clauses (i)(B) and (ii)(B), the

“Overture Shares”). Notwithstanding the foregoing, if the

Change of Control is the type described in clause (a) of the

first paragraph of this Section 15.4, then the obligation of

Overture to issue Overture Shares and make payments to Yahoo

pursuant to this paragraph shall take effect as promptly as

practicable following the Change of Control, rather than

immediately prior to or upon the Change of Control. In

connection with the issuance of the Overture Shares, the

parties will cooperate in the filing of any

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EXECUTION CONFIDENTIAL

applicable regulatory filing pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇

Antitrust Improvements Act of 1976, as amended (the “HSR

Act”). Overture and Yahoo will share equally any applicable

filing fee required in connection with any such HSR Filing.

The parties will retain and pay their own legal counsel and

other expenses, if any, in connection with such filing. The

parties also will use all reasonable efforts to file any

applicable regulatory filing promptly, so as to permit the

timely issuance of the Overture Shares. In addition, if the

Change of Control is the type described in clause (a), (c) or

(d) of the first paragraph of this Section 15.4 (a “Non-Merger

Change of Control”), unless Yahoo can trade the Overture

Shares in the public market without an effective registration

statement, Overture will use all reasonable efforts to file

and have the SEC promptly declare effective a registration

statement pursuant to which the Overture Shares will be fully

registered for resale by Yahoo under the Securities Act of

1933, as amended, and any applicable state securities law;

following effectiveness of the registration statement, subject

to applicable law. Overture will take all reasonable actions

to ensure Yahoo’s ability to dispose of the Overture Shares as

promptly as desired by Yahoo. If the terms of the issuance of

Overture Shares are publicly disclosed by Overture, upon

Yahoo’s request, Overture shall take reasonable steps to apply

for and obtain a permit for the issuance of the Overture

Shares to Yahoo from the California Department of Corporations

in the event of a Non-Merger Change of Control.

Notwithstanding anything to the contrary herein, in lieu of

issuing Overture Shares to Yahoo pursuant to this subpart (b),

Overture may elect, in its sole discretion, instead to pay

Yahoo cash equal to the market value of such Overture Shares

based on the Ten-Day Average Price.

15.5 Effect of Termination or Expiration. Upon termination or expiration

of this Agreement for any reason, (a) except as set forth in Section

2.5 above, all licensed rights granted herein will terminate

immediately; (b) Yahoo will immediately cease use of the Licensed

Materials; (c) Overture will immediately cease use of the Yahoo

Search Query Reports other than as contemplated herein; (d) Yahoo

will cease all use of all Overture Reports other than as

contemplated herein; and (e) Sections 1, 2.2 (with respect to the

covenants to destroy/certify destruction of information only), 2.3

2.5, 8.1 and 8.2 (with respect to payments accrued during the Term),

8.3, 8.7 (with respect to credits accrued during the Term), 8.8,

9.2, 12-14, 15.5 and 16 of this Agreement will survive. The parties

further agree that, in the event of an early termination under this

Agreement, each party will be entitled to any fees due or owed to it

by the other party (e.g., Overture will be entitled to a pro rata

refund of the applicable Guaranteed Fixed Payment in the event of a

proper termination of the Agreement by Overture). The remedies

stated herein are cumulative and in addition to any remedies

available at law or equity, and nothing contained herein shall be

deemed to limit either party’s right to pursue any and all such

remedies.

16. Miscellaneous.

16.1 Notice. Any notice required for or permitted by this Agreement must

be in writing and delivered by (a) personal delivery; (b)

nationally-recognized overnight courier; (c) certified or registered

mail, return receipt requested; or (d) email, telecopy or facsimile

transmission, confirmed by concurrent notice delivered by one of the

means set forth in subsections (a) — (c) above. All notices will be

deemed delivered upon receipt by the receiving party. All notices

must be sent (1) to Yahoo at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇

▇▇▇▇▇, Attn: Vice President, North American Operations, with a copy

to its General Counsel; or (2) to Overture at 74 North Pasadena

Avenue, third floor, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: Vice

President Business Affairs. Each party will be entitled to change

its address for purposes of this Section 16.1 by providing written

notice to the other party in accordance herewith.

16.2 Assignment; Binding Effect. This Agreement will be binding upon and

inure to the benefit of the parties hereto and their permitted

successors and assigns, as set forth herein and Section 15.4

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above. Neither Overture nor Yahoo may assign this Agreement, or any

of its rights hereunder, or delegate any of its duties hereunder

without the prior written consent of the other party.

Notwithstanding the foregoing, either party may, without the prior

written consent of the other party, assign this Agreement to any

entity that succeeds to all or substantially all of the assets and

liabilities of that assigning party. If an assignment or delegation

is made by Overture according to Section 15.4 above, then the terms

and conditions set forth in that Section 15.4, including but not

limited to all applicable notice periods and remedies, will apply to

that assignment or delegation. If an assignment or delegation is

made by Yahoo in connection with the sale of all or substantially

all of its assets and liabilities, and either (a) the assignee is an

Overture Restricted Company; or (b) Overture reasonably determines

that the assignee does not have sufficient capital or assets to

perform its obligations under this Agreement, then Overture will be

entitled to approve the assignment or to terminate this Agreement

within 30 days after the date on which the assignee succeeds to all

or substantially all of Yahoo’s assets and liabilities. If Overture

approves the assignment, then this Agreement will be binding upon

and inure to the benefit of Yahoo’s successor or assign.

16.3 No Third Party Beneficiaries. All rights and obligations of each

party hereunder are personal to that party. This Agreement is not

intended to benefit, nor shall it be deemed to give rise to, any

rights in any third party.

16.4 Governing Law; Attorneys’ Fees. This Agreement will be governed and

construed, to the extent applicable, in accordance with United

States law, and otherwise, in accordance with California law,

without regard to conflict of law principles. In the event of any

material breach by either party of any provision of this Agreement,

the non-breaching party will be entitled to suspend its performance

hereunder until the breach is cured. The prevailing party in any

action arising hereunder will be entitled to recover reasonable

expenses, including but not limited to attorneys’ fees.

16.5 Dispute Resolution.

(a) Escalation Events. If the parties cannot agree on disputes

arising from the determination of a reasonable royalty, the

calculation of Impressions, revisions to the Service Level

Agreement according to Section 4.3(b), or any other subsequent

dialogue provided for under this Agreement, then the dispute

will be subject to escalation (an “Escalation Event”). An

Escalation Event first will be discussed in good faith by the

parties at a mutually convenient location in an attempt to

resolve the Escalation Event amicably, in whole or in part. A

senior director or vice president of business development with

decision-making authority (“Senior Business People”) will

participate in these discussions. If the Senior Business

People cannot resolve the Escalation Event within [*] days,

then each party will designate a senior executive with

decision-making authority (“Senior Executive”) to meet and

confer in an effort to resolve the Escalation Event. If the

Senior Executives cannot resolve the Escalation Event within

[*] days, then the chief executive officers of the respective

parties (“CEO”) will meet and confer in an effort to resolve

the Escalation Event. Any decisions and resolutions of the

Senior Business People, Senior Executives or CEOs will be

final and binding on the parties once reduced to writing and

signed by the parties. If the procedures outlined under this

Section 16.5(a) fail to resolve an Escalation Event, then the

parties hereby agree to submit the issue to binding

arbitration pursuant to Section 16.5(b), except as set forth

in Section 2.5(g) [?].

(b) Arbitration, Equitable Relief. All controversies, disputes,

differences or claims between the parties arising out of or

relating to this Agreement (each, a “Dispute”), including but

not limited to any unresolved Escalation Events and any

question concerning the existence, validity, termination,

interpretation, performance or enforcement of this Agreement,

will be finally and exclusively settled by binding arbitration

in accordance with the following:

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(1) Submission; Rules. Either party will be entitled to

submit a Dispute to JAMS for binding arbitration in San

Francisco, California or Los Angeles, California by

providing written notice to the other party and to JAMS.

Discovery will be conducted in accordance with Rules 26

through 36 and Rule 45 of the Federal Rules of Civil

Procedure.

(2) Appointment of Panel. The parties will assemble a panel

of 3 arbitrators (the “Panel”) as follows: Each party

will nominate one arbitrator, and those 2 arbitrators

will select a chairperson of the Panel. Each arbitrator

on the Panel must have at least 5 years senior

management or consulting experience in the on-line

services industry and must not have been employed by or

a supplier to either party during the preceding 2 years.

(3) Timing. The parties will undertake commercially

reasonable efforts to conclude any arbitral proceedings

within 180 calendar days from the date on which the last

arbitrator accepts his or her appointment; provided,

however, that if the arbitral award is not issued within

such 180 calendar days, then the arbitration proceedings

will continue until an award is made.

(4) Legal and Equitable Remedies. Neither party will be

entitled to file a legal action against the other party

until the arbitration is concluded, but nothing herein

prohibits a party from requesting temporary injunctive

relief from any court of competent jurisdiction. Either

party may at any time apply to a court of competent

jurisdiction for equitable relief.

(5) Decision. Any decision or award of the Panel will be

based solely on the terms of this Agreement and the

facts and legal arguments presented at the hearing and

any documents presented in accordance with the discovery

rules. The Panel will issue a written decision that sets

forth its rationale in reasonable detail. Any award

rendered by the Panel may be enforced by any court of

competent jurisdiction. The Panel will have the

authority to award specific performance or an injunction

to the prevailing party, or to make an award of direct

damages, but will have no right to grant special,

punitive or exemplary damages, or indirect or

consequential damages unless such amounts are allowed

under this Agreement.

16.6 Independent Contractors. The parties are independent contractors

with respect to the subject matter of this Agreement. This Agreement

will not be construed to create a joint venture or partnership

between the parties. Neither party will be deemed to be an employee,

agent, partner or legal representative of the other party for any

purpose, and neither party will have any right, power or authority

to create any obligation or responsibility on behalf of the other

party.

16.7 Force Majeure. Neither party will be liable hereunder (and their

performance shall be excused under this Agreement) by reason of any

failure or delay in the performance of its obligations (except for

the payment of money) on account of strikes, shortages, riots,

insurrection, terrorism, fires, flood, storm, explosions,

earthquakes, Internet outages beyond the reasonable control of such

party, acts of God, war, governmental action, or any other cause

that is beyond the reasonable control of such party.

16.8 Compliance with Law. Each party will be responsible for compliance

with all applicable laws, rules and regulations, if any, related to

the performance of its obligations under this Agreement.

16.9 Entire Agreement. This Agreement, including all exhibits attached

hereto, constitutes the entire agreement between the parties with

respect to the subject matter hereof and supersedes any prior or

contemporaneous proposals, whether written or oral, with respect to

the subject matter hereof. Any amendments to this Agreement must be

in writing and executed by an officer of each party.

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16.10 Counterparts. This Agreement may be entered into by each party in

separate counterparts, which will constitute one fully executed

Agreement upon execution by both Yahoo and Overture.

16.11 Severability. If any provision of this Agreement is held or made

invalid or unenforceable for any reason, this Agreement will be

construed as if that provision had never been contained herein, but

considering the original intentions of the parties.

16.12 Waiver. The terms or covenants of this Agreement may be waived only

by a written instrument executed by a duly authorized representative

of the party waiving compliance. The failure of either party at any

time or times to require performance of any provision hereof will in

no manner affect the right at a later time to enforce the same. No

waiver by either party of the breach of any term or covenant

contained in this Agreement, whether by conduct or otherwise, in any

one or more instances, will be deemed to be, or construed as, a

further or continuing waiver of any such breach or a waiver of the

breach of any other term or covenant contained in this Agreement.

16.13 Section Headings. The section headings contained herein are for

reference purposes only and do not in any way affect the meaning or

interpretation of this Agreement.

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the Commission. Confidential treatment has been requested with respect to the

omitted portions.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

EXECUTION CONFIDENTIAL

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

“Yahoo”		“OVERTURE”
YAHOO! INC., A DELAWARE CORPORATION		OVERTURE SERVICES, INC., A
		DELAWARE CORPORATION

By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇

Name:		Name:	▇▇▇▇ ▇▇▇▇▇▇

Title:		Title:	CFO

* Certain information on this page has been omitted and filed separately with

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EXECUTION

EXHIBIT A

SERVICE LEVEL AGREEMENT

The purpose of this Service Level Agreement (the “SLA”) is to describe the service level commitments that the parties are obligated to deliver under this Agreement. The sections are as follows:

I. Definitions

II. Contacts

III. Support Procedures

IV. Operational Metrics

I. DEFINITIONS

A. Definitions.

(i) Aggregate Response Time. This value is the sum of the Internal

Overture Response Time and the Network Response Time.

(ii) Availability. The percentage of the total properly formatted

Yahoo Search Queries (as defined in the Agreement) for which

Overture responds (either with a “no results delivered” response

or a response in the form of properly formatted Overture

Results, regardless of whether delivered within the Critical

Threshold or not (i.e., Timeouts are irrelevant to the

calculation of Availability to the extent that a response in the

form set forth herein is ultimately delivered by Overture)).

Load balancing must be in effect for the Availability terms to

be applicable. Catastrophic Problem. A Problem that persists for

a period of [*] or more during Peak Hours and [*] or more during

Non-Peak Hours.

(iii) Implementation Change. A request by Yahoo to incorporate a new

feature or enhance an existing feature of the Overture Services

provided to Yahoo under the Agreement to which this SLA is

attached as an Exhibit.

(iv) ICMP. An Internet Control Message Protocol used for, among other

things, determining whether a particular computer is attached to

the Internet and working properly.

(v) Internal Overture Response Time. The period of time beginning at

the time of Overture’s receipt of a Yahoo Search Query from

Yahoo to completion of send by Overture, as measured by

Overture’s NOC.

(vi) Minor Problem. A cosmetic display issue which allows the major

elements of Overture results to display, but causes textual

irregularities (e.g., an umlaut not displaying properly). For

clarity, [*].

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(vii) Network Response Time. The period of time required for an ICMP

ping packet to complete a round trip cycle between Yahoo and

Overture. Network Response Time will be measured from each

party’s data center to the other party’s data center.

(viii) NOC. Network Operations Center.

(ix) Non-Peak Hours. Non-Peak Hours shall mean all hours outside of

Peak Hours.

(x) Normal Maintenance. Ongoing scheduled maintenance.

(xi) Peak Hours. Peak Hours shall mean [*].

(xii) Problem. An error, bug, incompatibility or malfunction, which

renders the Overture Results unavailable to or unuseable by

Yahoo for [*] consecutive [*] or more. A “Problem” can include,

but is not limited to, instances of [*], but does not include

circumstances where Yahoo or Overture is not available to the

Internet at large due to a force majeure event (as described in

Section 16.7 of the Agreement to which this document is

attached).

(xiii) Problem Resolution. A correction, patch, fix, alteration or

Temporary Workaround that minimizes the effect of a Problem,

Severe Problem, or Catastrophic Problem restoring the system to

the levels set forth in this SLA within the response times set

forth in this SLA.

(xiv) Results Set. A Results Set will consist of the number of

Overture Results required to be displayed pursuant to the

Agreement, or a “No Results Delivered” notification, if

applicable, which Results Set is properly formatted in a

mutually agreed XML format.

(xv) Severe Problem. A Problem that persists for a period of [*] or

more during Peak Hours and [*] or more during Non-Peak Hours.

(xvi) Temporary Workaround. A temporary technical solution that

restores the system to the levels set forth in this SLA,

although there may be ongoing or additional measures until a

permanent solution can be implemented.

(xvii) Timeouts. A timeout refers to an action taken by Yahoo

production servers when Overture Results are not received within

the maximum Aggregate Response Time referred to as the “Critical

Threshold” in Article IV, Section E below. This action will

result in Overture Results not being displayed, but may or may

not constitute an “Impression” under the Agreement.

(xviii) TTL. Time-to-live settings that determine the time that the

Overture entries remain in the Yahoo DNS cache.

(xix) Unresolved Catastrophic Problem. A Catastrophic Problem that

does not have a Problem Resolution within a total period of [*]

or more during Peak Hours ([*]) and [*] or more during Non-Peak

Hours.

(xx) Yahoo Technical Lapse. A Yahoo Technical Lapse means a set of

technical circumstances within Yahoo’s reasonable control

whereby (i) a properly formatted set of Overture Results are

delivered to Yahoo in response to a properly formatted Yahoo

Search Query within the Critical Threshold established in

Article IV, Section E below, but are not displayed as a Yahoo

Search Results Page or (ii) Yahoo is unable to receive a

properly formatted set of Overture Results and does not transmit

properly formatted Yahoo Search Queries to Overture.

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II. CONTACT INFORMATION

A. Contact Information.

(i) Overture Support Personnel.

[*]

(ii) Yahoo Support Personnel.

[*]

B. Updates. Either party may change its designated support personnel at its discretion with reasonable written notice to the other party. Each party’s preliminary contact personnel are as shown in Article II, Section A.

III. SUPPORT PROCEDURES

A. Support Procedures.

(i) All Problems, Severe Problems, and Catastrophic Problems

reported by either party must be submitted to the other party,

as appropriate, via the technical support telephone number, via

email or pager to the contact information set forth in the

Support Table, and each such Problem, Severe Problem, and

Catastrophic Problem will be given a unique reference number by

the receiving party.

(ii) The responsible party shall inform the other party’s technical

support personnel of ongoing efforts to provide a Problem

Resolution concerning Problems, Severe Problems, and

Catastrophic Problems at least once per day, or more frequently

if such is provided for in the Support Table until such Problem

Resolution is complete.

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(iii) In the event that there is a Minor Problem, Problem, Severe

Problem or Catastrophic Problem during Non-Peak Hours, the

reporting party shall contact the other party’s NOC via customer

support pager at the email pager address provided herein for

such purpose.

B. Overture Response. Upon receiving notification from Yahoo, Overture

shall promptly determine whether the request is a Minor Problem, a

Problem, a Severe Problem, or a Catastrophic Problem or none of the

above according to the definitions set forth above. If it is determined

by the parties that the issue is Overture’s responsibility, then

Overture will respond to the request within the response times set forth

in this SLA and shall use all commercially reasonable efforts to resolve

the Minor Problem, Problem, Severe Problem or Catastrophic Problem in

accordance with this SLA. If the parties agree that a Minor Problem,

Problem, Severe Problem, or Catastrophic Problem is not Overture’s

responsibility, then Overture shall reasonably cooperate with Yahoo to

provide a Problem Resolution.

C. Yahoo Response. Upon receiving notification from Overture, Yahoo shall

promptly determine whether the request is a Minor Problem, Problem, a

Severe Problem, or a Catastrophic Problem or none of the above,

according to the definitions set forth above. If it is determined by the

parties that the issue is Yahoo’s responsibility, then Yahoo will

respond to the request within the response times set forth in this SLA

and shall use all commercially reasonable efforts to resolve the Minor

Problem, Problem, Severe Problem, or Catastrophic Problem in accordance

with this SLA. If the parties agree that a Minor Problem, Problem,

Severe Problem, or a Catastrophic Problem is not Yahoo’s responsibility,

then Yahoo shall reasonably cooperate with Overture to provide a Problem

Resolution.

D. Indeterminate Responsibility. If the parties disagree which party bears

responsibility for a Problem, Severe Problem, or Catastrophic Problem

then both parties will form a resolution team comprised of at least a

technical contact representing each party. Any continuing disagreement

regarding responsibility, or any failure by either party to effect a

Problem Resolution within the times indicated will result in escalation

to the Primary business contact as identified in Article II above and as

set forth in Section E below.

SUPPORT TABLE

RECEIPT OF NOTICE	TYPE OF PROBLEM REPORTED	RESPONSE TIME	TIME FOR IMPLEMENTATION CHANGE AND REPORTING OBLIGATIONS

During business hours or other times.	Minor Problem	Initial response to request within [] during business hours and [] after business hours begins if reported outside of business hours.	Responsible party will provide notifications [*] per business day until Problem Resolution. All such notifications will be to the other party’s NOC.

		Problem Resolution or plan for Problem Resolution by next business day.

During normal business hours (8:00 a.m. — 6:00 p.m.	Problem	Initial response to request within [*]	Responsible party will provide a proposed Problem Resolution. If the Problem

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PST Monday-Friday)		[]. Problem Resolution or plan for Problem Resolution within [].	Resolution is not immediate, the responsible party will provide [*] on the first day of occurrence and then daily updates. All such notifications and updates will be sent to the other party’s NOC.

During normal business hours (8:00 a.m. — 6:00 p.m. PST Monday-Friday)	Severe Problem	Initial response to request within []. Problem Resolution or plan for Problem Resolution within [].	Responsible party will provide a proposed Problem Resolution to address the Severe Problem. If the Problem Resolution is not immediate, the responsible party will provide notifications every [*] hours on the first day of occurrence and then daily updates thereafter. All such notifications and updates will be to the other party’s NOC.

During normal business hours (8:00 a.m. — 6:00 p.m. PST Monday-Friday)	Catastrophic Problem	Initial response to request within []. Problem Resolution or plan for Problem Resolution within [].	Responsible party will provide a proposed Problem Resolution to address the Catastrophic Problem. A Catastrophic Problem will result in escalation to the Primary business contact as identified in Article II above and as set forth in Section E below. If the Problem Resolution is not immediate, the responsible party will provide notifications every [*] until resolved. All such notifications and updates will be to the other party’s NOC.

During all other times.	Problem	Initial response to request within []. Problem Resolution or plan for Problem Resolution within [] of next business day.	Responsible party will provide a proposed Problem Resolution in response to the Problem or Severe Problem. If the Problem Resolution is not immediate, responsible party will provide [*] on the first business day after the occurrence and then daily updates thereafter. All such notifications and updates will be to the other party’s NOC.

During all other times	Severe Problem	Initial response to request within []. Problem Resolution or plan for Problem Resolution within [].	Responsible party will provide a proposed Problem Resolution in response to the Problem or Severe Problem. If the Problem Resolution is not immediate, responsible party will provide notifications every [*] on the first business day after the occurrence and then daily updates thereafter All such notifications and updates will be to the other party’s NOC.

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During normal business hours (8:00 a.m. — 6:00 p.m. PST Monday-Friday)

Catastrophic Problem

Initial response to request within [*].

Problem Resolution or plan for Problem Resolution within [*].

Responsible party will provide a proposed Problem Resolution to address the Catastrophic Problem. A Catastrophic Problem will result in escalation to the Primary business contact as identified in Article II above and as set forth in Section E below.

If the Problem Resolution is not immediate, the responsible party will provide notifications every [*] until resolved. All such notifications and

updates will be to the other party’s NOC.

During business hours or other times.

Implementation Changes

Within [*].

Notification of or request for Implementation Changes should be sent to the Business Contacts outlined in Article II, section (i) and (ii)

E. Escalation Process.

(i) Each party hereby agrees to notify the other party’s NOC within

[*] of detecting any Problem, Severe Problem, or Catastrophic

Problem and to notify the other party of a Minor Problem.

(ii) In the event that either party does not respond to the other

party within the response time from receipt of communication or

detection of a Minor Problem, Problem, Severe Problem, or

Catastrophic Problem, then each party may contact any of the

personnel outlined in the Contacts section, Article II.

IV. OPERATIONAL METRICS.

A. Availability. Overture will maintain [*]% Availability as measured by

[*] production query logs, verified by [*] with at least [*] intervals,

reported [*]. In the event of discrepancies between these two sources,

Yahoo and Overture will work together to determine root cause of such

discrepancy. If Availability falls below [*]%, Problem Resolution would

occur, and the Cure Period (i.e., the process under Article IV, Section

G) would be in effect. Overture will provide to Yahoo reasonable

technical specifications for redirecting traffic in case of temporary

unavailability of an Overture search data center.

B. Capacity. Overture will provide capacity based on Yahoo’s current

forecast of [*] Yahoo Search Queries per [*], supporting a peak rate of

[*] (the “Peak Rate”), which is [*] that of the average per day Yahoo

Search Query rate. The parties acknowledge that Yahoo’s volume forecast

and “Peak Rate” will increase during the Term. Overture will use

commercially reasonable efforts provide increasing capacity to

accommodate such growth in a timely fashion. [*]. Additionally, Overture

will provide up to [*]% capacity beyond these levels if so requested by

Yahoo, provided that Yahoo gives a minimum of [*] days prior written

notice. Yahoo will notify Overture if Yahoo anticipates an increase of

Yahoo Search Queries by more than [*]% in any calendar quarter. During

the period of time that Overture is working to accommodate the

additional capacity, the Availability, Response Times, and Timeouts will

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Page 6

renegotiated for the additional traffic. [*]. Finally, [*].

Notwithstanding the previous sentence, if Yahoo delivers Yahoo Search

Queries [*].

C. Site monitoring. Overture will monitor the performance of its

obligations under this Agreement using automated tools/utilities

developed and/or configured by Overture, or contracted with external

third parties, to validate the Availability of [*]% and response

times. Additionally, Yahoo will perform a [*] test for compliance with

operational metrics and will share such results with Overture on a [*]

basis. If either party detects fault, the discovering party will respond

as defined in Article III, “Support Procedures.”

D. Response Times. Overture will comply with the following operational

metrics:

[ ] INTERNAL OVERTURE RESPONSE TIME shall [*].

[ ] AGGREGATE RESPONSE TIME shall [*]. In the event of discrepancies

between these two sources, Yahoo and Overture will work together to

determine root cause of such discrepancy.

[ ] RESPONSE TIME ENHANCEMENT. The parties mutually agree that they

will employ reasonable efforts to provide an Average Aggregate

Response Time that is lower than the stated number in this SLA.

Specifically, the parties will engage in good faith efforts to develop

co-location infrastructure to support enhanced operational metrics.

Upon the mutually acceptable completion of such co-location efforts,

the parties agree to amend this SLA to improve the operation metrics

set forth in this Section IV.

E. Critical Thresholds. Aggregate Response Time that is greater than [*]

will result in Timeouts (the “Critical Threshold”).

F. Problems and Critical Threshold. If there is a Severe Problem or

Catastrophic Problem, Yahoo may, at its discretion, lower the Critical

Threshold until a Problem Resolution is completed. Additionally, if

Severe Problem or Catastrophic Problem results in no results being

returned to Yahoo within any threshold, Yahoo may, at its discretion,

disable the Overture results until a Problem Resolution is completed.

G. Cure Period. Once the responsible party is identified for a Minor

Problem, Problem or Severe Problem, according to Article III, Section B

or C, the responsible party shall identify and communicate a Problem

Resolution or plan and shall comply with the support table set forth in

Article IV. The responsible party shall use commercially reasonable

efforts to implement a Problem Resolution as soon as possible and in any

event, within 8 business days, and to implement Problem Resolution for

Minor Problems as soon as possible and, in any event, within 21 days. If

the responsible party cannot implement a Problem Resolution for the

Problem or Severe Problem within 8 business days, the other party may

deem such failure an Escalation Event pursuant to Section 16.5(a) of the

Agreement. Overture’s failure to comply with the operational metrics set

forth in Article IV, Sections A or D will be deemed a Problem and will

be subject to this Section G of Article IV.

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H. DNS. Overture uses DNS-based global load balancing to direct search

traffic to one of the several facilities that serve Overture’s search

traffic. Yahoo servers shall adhere to the TTL in the Overture name

server resolution response (no more than [*]), periodically

querying the Overture DNS servers to determine the IP address of the

Overture site where the Yahoo servers must direct their query traffic.

Overture will not be responsible for satisfying requirements for

Availability Response Times if TTLs exceed [*].

I. Maintenance Requirements. Normal Maintenance occurs on [*], and will not

exceed [*], and will not be counted in the determination of Availability

(Section A) and Response Times (Section D) of this Section IV.

J. Monitoring Servers. In addition to the Yahoo’s servers monitoring

Aggregate Response Times, Overture may at its option place a monitoring

server (or servers, one for each site) proximal to the Yahoo production

network to aid in the resolution of connectivity and Network Response

problems. Yahoo may place a monitoring server (or servers, one for each

site) proximal to the Overture production network, also to aid in the

resolution of connectivity and Network Response problems.

K. Reporting. Both parties will make available upon request, in a format

mutually agreed by both parties, a report showing Availability, Internal

Response Time and Aggregate Response Time as measured under this SLA.

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EXECUTION CONFIDENTIAL

EXHIBIT B

YAHOO SEARCH BOXES

[Graphic of Yahoo Search Box]

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EXECUTION CONFIDENTIAL

EXHIBIT C

YAHOO SEARCH RESULTS PAGES

[Graphic depicts example of “mouse over” Overture search result and

corresponding text box with result description]

[Graphic depicts search results page on Yahoo network, including implementation

and presentation of Overture search results]

* Certain information on this page has been omitted and filed separately with

the Commission. Confidential treatment has been requested with respect to the

omitted portions.

EXECUTION CONFIDENTIAL

EXHIBIT D

YAHOO! AND OVERTURE EXTEND PAY-FOR-PERFORMANCE SEARCH AGREEMENT

OVERTURE CONTINUES TO POWER SUCCESSFUL YAHOO! SPONSOR MATCHES PROGRAM

SUNNYVALE & PASADENA, Calif. — (BUSINESS WIRE) — April 25, 2002 — Yahoo! Inc. (Nasdaq:YHOO - news), a leading global Internet company, and Overture Services, Inc. (Nasdaq:OVER - news), the world’s leading provider of Pay-For-Performance search to Web sites across the Internet, today announced that they have extended their relationship to a three-year agreement to distribute Overture’s search listings through Yahoo! Sponsor Matches.

Under the agreement, Overture will continue to provide Yahoo! with its editorially reviewed Pay-For Performance search results from its growing base of 60,000 advertisers. This agreement is a renewal of a relationship that began in November 2001. The terms of the agreement were not disclosed.

“We will continue to leverage our strength as the leading search platform and are extremely pleased to be working with an industry leader like Overture,” said ▇▇▇▇▇ ▇▇▇▇▇, chairman and chief executive officer, Yahoo! Inc. “Search and paid listings are key growth areas for Yahoo! and with the strong success of Sponsor Matches since its launch in November, we are looking forward to providing even more comprehensive and enhanced search opportunities for advertisers and consumers.”

Yahoo! Sponsor Matches is an enhanced placement program that gives Web sites increased visibility in Yahoo!’s search results, distinguished in clearly demarcated sections. Since its inception, the Yahoo! Sponsor Matches program has shown strong performance and experienced click-through rates considerably higher than the industry average. Businesses are able to reach their targeted consumers more effectively through enhanced placement in search results on keywords that are relevant to their business and consumers are able to find services that are relevant to their needs.

“We are excited to announce this long-term partnership with one of the most popular destination sites on the Internet,” said ▇▇▇ ▇▇▇▇▇▇, president and chief executive officer, Overture Services, Inc. “It is clear that Yahoo! views search as a strategic priority and we look forward to developing new search products with them in the future.”

Overture’s search results are generated by Overture’s 60,000 advertisers who bid for placement on keywords that are relevant to their businesses. These listings are carefully screened by Overture’s 100-person editorial team before being distributed to the company’s affiliate partner network, which includes many of the Internet’s most popular destination sites.

About Yahoo!

Yahoo! Inc. is a leading provider of comprehensive online products and services to consumers and businesses worldwide. Yahoo! reaches more than 237 million individuals worldwide each month, and is the No. 1 Internet brand globally. Headquartered in Sunnyvale, Calif., Yahoo!’s global network includes 25 World properties and is available in 13 languages.

About Overture (formerly GoTo)

Overture, (Nasdaq: OVER - news), formerly known as GoTo, is the leader in Pay-For-Performance search on the Internet. The company created the market for Pay-For-Performance search by redefining how businesses market online. In the first quarter of 2002, Overture facilitated more than 587 million paid introductions on a worldwide basis between consumers and its approximately 60,000 advertisers, who bid for placement on relevant search results and pay Overture only when a consumer clicks on their listing. Following a rigorous screening for user relevance by Overture’s 100-person editorial team, the company distributes its search results to tens of thousands of sites across the Internet, including America Online, Microsoft and Yahoo! - making it the largest Pay-For-Performance search and advertising network on the Internet. Overture is based in Pasadena, California, with offices in New York, San Francisco and the UK, Germany and Ireland. For more information, visit ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇.

* Certain information on this page has been omitted and filed separately with

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omitted portions.

Yahoo! and the Yahoo! logo are registered trademarks of Yahoo! Inc. Overture and Pay-For-Performance are service marks of Overture Services Inc. All other names are trademarks, registered trademarks or service marks of their respective owners.

This press release contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements include without limitation statements regarding Yahoo!’s users will continue to use Overture search results, that advertisers and businesses will want to participate in Sponsored Matches by seeking enhanced placement in the search results, that businesses will be able to reach customers more effectively through enhanced placement in search results, that the companies will develop new search products. These forward-looking statements are subject to risks and uncertainties that could cause actual results and events to differ materially. These risks and uncertainties include, among others that the implementation may not be successful or generate revenue for Overture or yield economic benefits to Overture, that the development of new search products may not happen and if it does happen that it will be successful or generate revenue for Overture or yield economic benefits to Overture, the risk that Overture’s advertisers and businesses may not want traffic from Yahoo! and the risk that Yahoo!’s users may not want to use the Sponsor Matches product. For a discussion of other risks that could cause actual results or events to differ materially from such forward-looking statements, see the discussion of “Risks That Could Affect Our Financial Condition and Results of Operations” in Overture’s 10-K filing with the SEC for the period ended December 31, 2001. Overture undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this press release.

--------------------------------------

Contact:

Overture Services, Inc.

▇▇ ▇▇▇▇▇▇, 626/685-5714 (Media)

▇▇@▇▇▇▇▇▇▇▇.▇▇▇

▇▇▇ ▇▇▇▇▇, 626/229-5242

▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

▇▇▇▇▇▇ ▇▇▇▇▇▇, 626/229-5368 (Investors)

▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

Yahoo!

▇▇▇▇▇ ▇▇▇, 408/349-6501

▇▇▇▇▇▇▇▇@▇▇▇▇▇-▇▇▇.▇▇▇

▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PR

▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 503/221-2368

▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇

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EXECUTION CONFIDENTIAL

EXHIBIT E

[*]

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EXECUTION CONFIDENTIAL

EXHIBIT F

OVERTURE REPORTS

MAIN MONTHLY REPORTS:

— Yahoo average CPC

— Published site wide CPC (delivered in the report following

Overture’s quarterly announcement of this number)

— Yahoo Search Queries asked of Overture (number)

— Total Actual Clicks delivered from Yahoo (number)

[*]

SOURCE OF QUERY REPORTS:

For each unique source of Yahoo Search Queries (e.g., “next” Yahoo Search Results Pages) that Yahoo “tags” pursuant to Section 8.4(a), Overture will provide the following reports:

— Average CPC for that source

— Yahoo Search Queries asked of Overture from each source (number)

— Total Actual Clicks delivered from Yahoo from each source (number)

[*]

— Total Gross revenue earned by Yahoo from each source

— All of the above in a cumulative manner annually and over the Term

(totals/averages across the term, as distinct from the applicable

Quarter)

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EXECUTION CONFIDENTIAL

EXHIBIT G

EXCLUDED TERMS

[*]

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EXECUTION CONFIDENTIAL

EXHIBIT H

OVERTURE RESTRICTED COMPANIES

[*]

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EXECUTION CONFIDENTIAL

EXHIBIT I

Subject: Overture Signs Long-Term Yahoo! Agreement

Dear Overture Advertiser:

Overture is excited to announce the renewal of our Pay-for-Performance(TM) search agreement with Yahoo! for the next three years. We are pleased to have secured long-term agreements with two of the most popular destinations on the Internet — Yahoo! and MSN. These agreements give Overture advertisers an opportunity to reach a majority of all active Internet users.

Overture search results will continue to appear on Yahoo at ▇▇▇.▇▇▇▇▇.▇▇▇. As the leading provider of comprehensive online products and services, Yahoo! reaches millions of users and is the number one Internet brand globally.

Earlier today we announced that our U.S. search distribution relationship with America Online has ended, including AOL, ▇▇▇.▇▇▇, Compuserve and Netscape (scheduled to end in August). Overture will continue to provide its search results to AOL Europe’s Internet properties in the UK, Germany and France.

The strength of our affiliate network, which includes, Yahoo!, MSN, AltaVista, Lycos, Infospace, AskJeeves, and CNET, allows Overture to deliver the quality and quantity of leads you’ve come to expect from us.

We are committed to your success and look forward to continuing to deliver the highest return on your advertising investment.

Sincerely,

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EXECUTION CONFIDENTIAL

EXHIBIT J

OVERTURE DISQUALIFIED ENTITIES

[*]

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EXECUTION CONFIDENTIAL

EXHIBIT K

ESTIMATED YAHOO PAYMENT AND GUARANTEED FIXED PAYMENT ADJUSTMENT PROCESS

[*]

* Certain information on this page has been omitted and filed separately with

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omitted portions.

EXECUTION CONFIDENTIAL

EXHIBIT 8.4

YAHOO REPORTING:

Yahoo will provide monthly Yahoo Search Query reports that include the following categories of information:

[*]

YAHOO SEARCH QUERY, IMPRESSION AND `BOT TRAFFIC VERIFICATION INFORMATION:

Yahoo will provide Overture with the following information in a data field at the time-of-search to enable Overture to develop its own reasonable estimates of searches performed by `bots as a percentage of Yahoo Search Queries and Impressions:

[*]

Yahoo will be entitled to encrypt such information so long as the encryption algorithm is consistent (allowing Overture to verify valid searches performed by human users in a consistent manner that is time-independent). Accordingly, Yahoo will provide Overture with six weeks notice prior to a change in the encryption data, which preserves the utility of the data for the purpose of verifying valid Impressions and Search Queries.

* Certain information on this page has been omitted and filed separately with

the Commission. Confidential treatment has been requested with respect to the

omitted portions.

OVERTURE SEARCH SERVICES AGREEMENT

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