Exhibit 10.34.1
Execution Copy
CONFIDENTIAL
AMENDMENT NO. 1 TO INTERACTIVE SERVICES AGREEMENT
This Amendment No. 1 to Interactive Services Agreement (this
"Amendment"), effective as of September 27, 2000, is made and entered into by
and between America Online, Inc. ("AOL"), a Delaware corporation, with its
principal offices at ▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and Medscape,
Inc. ("Interactive Content Provider" or "ICP"), a Delaware corporation, with
its principal offices at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. AOL
and ICP may be referred to individually as a "Party" and collectively as the
"Parties."
INTRODUCTION
WHEREAS, AOL and ICP are parties to a Interactive Services Agreement
dated as of September 3, 1999 (the "Original Agreement"); and
WHEREAS, the Parties desire to modify certain terms of the Original
Agreement, as provided below.
NOW, THEREFORE, in consideration of the terms and conditions set forth in
this Agreement and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, AOL and ICP hereby agree to
amend the Original Agreement in accordance with the following terms and
conditions:
TERMS
1. CARRIAGE AND PROMOTIONAL FEE. Section 3.4 of the Original Agreement is
hereby amended by striking the following language, "$10,000,000 is due on the
twelfth (12th) month anniversary of the Effective Date, and $10,000,000 is
due on the 24 month anniversary of the Effective Date" and replacing it with
the following language, "$5,000,000 is due on October 2, 2000, $3,083,340 is
due on January 2, 2001, $2,750,001 is due on May 1, 2000, $2,750,001 is due
on August 1, 2001, $2,750,001 is due on November 1, 2001, $2,750,001 is due
on February 1, 2002, and $916,656 is due on May 2, 2002."
3. DEFINITIONS. Capitalized terms used but not defined herein shall have the
meanings given thereto in the Original Agreement.
4. ORIGINAL AGREEMENT. Except as specifically amended hereby, the Original
Agreement remains in full force and effect.
5. COUNTERPARTS. This Amendment may be executed in counterparts, each of
which will be deemed an original and all of which together will constitute
one and the same document.
IN WITNESS WHEREOF, the authorized representatives of the parties hereto
have executed this Amendment as of the date first above written.
AMERICA ONLINE, INC. MEDSCAPE, INC.
By: By:
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Print Name: Print Name:
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Title: Title:
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