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Exhibit 10.52
AMENDMENT NO. 2 TO INFOSEEK/XSOFT SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT
This Amendment, effective the 16th day of December, 1996 is by and between
XSoft, A Unit of Xerox Corporation ("Xerox") and Infoseek Corporation
("Infoseek), and hereby amends the Agreement effective March 31, 1996 (the
"Agreement") between the two companies.
The parties hereto agree as follows:
1. Scope of Agreement
The purpose of this Amendment is to:
A. Amend the License Grant from Xerox to Infoseek to enable
Infoseek to use, maintain, reproduce and distribute the English
inflecting stemmer and Lexicon in its Intranet search product,
Infoseek Enterprise ("Intranet").
B. Recognize and license the use of the English Noun Phrase
Detection in Infoseek's Ultra Internet product and derivatives
thereof, and in the new Intranet search product.
C. Provide an option for Infoseek to license the use of the English
Summarizer in Infoseek's Ultra Internet product and derivatives
thereof, and in the new Intranet search product.
D. Adjust the period terms for such additional license grants.
E. Extend the term of the Agreement to [ * ].
F. Allow Infoseek access to Lexicons Source Code solely for porting
the Lexicons to platforms not supported by Xerox.
2. Definitions
Section I of the Agreement is amended to include the following.
A. "LICENSED SOFTWARE" means the definition enumerated in paragraph
1.02 and Attachment I of the Agreement, as amended, and includes
Infoseek's Intranet search product.
B. "Lexicons" means the definition enumerated in paragraph 1.01 and
Attachment I of the Agreement, as amended herein, and includes
only the Xerox Inflectional Stemmer and Noun Phrase Detection
modules in the English language.
C. "Summarizer" is defined in Section 4, Attachment I -
Specifications in this Amendment.
D. "Sub-license" with respect to Intranet means the licensing of
LICENSED SOFTWARE to end users via a limited use end-user
software license no less restrictive than Infoseek requires for
its own products. Such sub-licensing may be accomplished through
Infoseek's direct sales organization, value added resellers
(VARS) and agents, or through other third parties. Sub-license
conveys no rights to Infoseek to license Lexicons, without the
LICENSED SOFTWARE to third parties for any purpose, including as
standalone component technology, or to provide services to third
parties based on Lexicons without their inclusion in LICENSED
SOFTWARE.
E. "Lexicons Source Code" means the original set of instructions,
owned or licensed by Xerox and including all of the text-based
files used to build the resultant deliverables, expressed in a
computer language that is one or more steps removed from the
machine readable format of a given computer and from which
run-time object code is compiled. Lexicons Source Code shall
include all ports, modifications, improvements, enhancements,
additions, derivative works, updates, releases and versions
thereof, as the same may be renamed or succeeded.
* 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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3. License Grant
Section III of the Agreement is amended to include the following:
A. Infoseek is hereby granted a non-exclusive, worldwide license to
market, use, maintain, reproduce, display and Sub-license the
Lexicons and Summarizer (should Infoseek elect this option) in
object code format, as defined above and as incorporated in the
LICENSED SOFTWARE, and for which a royalty / periodic fee
schedule is defined herein.
B. [*].
C. The Lexicons Source Code, when or if provided by Xerox, [*].
Platform ports, exclusive of Licensee Software, produced by
Licensee under this License, shall be considered derivatives of
the Lexicons, owned by Xerox and licensed to Licensee hereunder
as part of Lexicons. Licensee shall provide Xerox with a
certified copy of the source and object code software, exclusive
of Licensee Software, for each platform port incorporating the
Lexicons which has or will be created by or on behalf of
Licensee.
D. Infoseek agrees that it will not make LICENSED SOFTWARE
available as part of any [*] whose purpose is to
encourage upgrades to software which does not include Lexicons.
E. Infoseek may Sub-license LICENSED SOFTWARE to universities for
academic and research purposes on the same terms and conditions
as are included in Amendment No. 1, dated December 17, 1996.
4. Enhancements to Lexicons
The last sentence of Paragraph 6.03 of the Agreement is herewith amended
by adding to the end of the sentence the following:
......., except that Xerox will protect, [*] Agreement as amended
herein, [*] which have been [*] shall not be applicable to any rules or
other mechanisms which have already been [*], nor shall it prevent
Xerox, in good faith, from making [*] once they have entered the public
domain or when they have been suggested or requested, at later dates, by
other Licensees or potential Licensees independent of any action by
Xerox to encourage such suggestions or feedback.
5. Specifications, Delivery and Acceptance
Section VII of the Agreement is amended to include the following:
Xerox shall provide Licensee [*] to the extent necessary for Licensee to
make modifications to permit use on additional platforms not supported
by Xerox, subject to the terms and conditions for such use of [*] under
paragraph 3.D. of this Amendment.
6. Assignment
The second paragraph of section 16.01 is herewith amended to correspond
to the term of the Agreement by the deletion of the words [*] from the
original sentence.
* 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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7. Attachment I - Specifications
The following is added to the DEFINITIONS section of ATTACHMENT I -
SPECIFICATIONS of the Agreement.
"Summarizer" refers to software which automatically examines the
content of a document in real-time to identify the document's
key phrases and extract sentences to form an indicative summary,
either by highlighting excerpts within a document or creating a
bulleted list of the document's key phrases.
The following is an addition to the Lexicons definition located in the
DEFINITIONS section of Attachment I.
"Noun Phrase Detector" refers to a compact data module encoding
grammatical knowledge that enables the identification of noun
phrases in tagged text for a single language. It is used in
conjunction with the runtime libraries and API of the Lexicons.
For purposes of this Amendment, Noun Phrase Detector becomes a
part of Lexicons.
Deliverables Schedule: Delivery of Lexicons and Summarizer shall be in
accordance with the schedule which follows:
Lexicons Release 2.0: Delivery accomplished in early December
as an update release.
Noun Phrase Detector: Included in Release 2.0 for evaluation
purposes in anticipation of the execution of this Amendment.
Summarizer: Included in Release 2.0 package for evaluation
purposes. Would become the licensed product upon execution of
this Amendment.
All Deliverables shall be provided in Win 32/NT and Solaris 2.5.
Xerox agrees to evaluate the provision of Lexicons on the
Solaris X86 (Intel) and SGI Irix platforms and shall provide
Infoseek with a schedule for such deliverables [*].
8. Term of Agreement
This Agreement shall be extended to [*] from the original
effective date of March 31, 1996. Further, the [*] in
Attachment II of the Agreement shall be [*] of this Amendment.
9. [*] Internet and Intranet Search Products
A. [*]
B. [*]
* 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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D. Maintenance
- The parties agree that Infoseek shall receive Maintenance with
respect to the Lexicons and Summarizer for the duration of this
Agreement [*] As a part of Maintenance, Infoseek, for the life
of this Agreement, shall receive updates to Lexicons and
Summarizer, as they become available to all Licensees, [*].
Updates, for purposes of this Amendment, do not include new
products made available for licensing by Xerox or versions of
current licensed products deemed by Xerox to represent new
products.
E. [*]
- The [*] with respect to the Internet search product, in each
year of this amended Agreement shall [*] Attachment II of the
original Agreement or in this Amendment.
- The [*] due to XEROX from Infoseek's Internet and Intranet
search products, [*] shall be:
[*]
[*]
[*]
[*]
The Maximum Royalty condition in this Agreement with respect to
[*].
- Should Infoseek license the [*] to XEROX from the Internet and
Intranet search product shall be:
[*]
[*]
[*]
[*]
F. Hypertext Link
- Sub-section "Hypertext Link" of Attachment II of the Agreement
is hereby amended as follows:
1) The present Hypertext link appearing on the
Internet Search Results page shall continue in
place [*] except that the wording shall be
changed, at Xerox's request, to reflect the new
Xerox company and Lexicons name.
2) Effective as soon as reasonably feasible, but no
later than [*] the Xerox hypertext link and
technology statement shall be moved into the
Rotating Tips program provided by Infoseek on
the Internet, at no charge. At the conclusion of
[*] of this program (assumed for these purposes
[*]
* 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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terminate Xerox's participation in the Rotating
Tips program or desires to negotiate a change in
the terms and conditions of the program. The
Xerox link and reference shall receive no
preferential treatment in the rotation, except
that additional Xerox rotations may be added, by
agreement of the parties, when the Xerox link
appears too infrequently. Should Infoseek
discontinue the Rotating Tips program, it will
have no obligation to maintain the Xerox
Hypertext link in this program or to move the
Xerox link to another placement location within
the Internet product.
3) Infoseek shall provide appropriate attribution
for Xerox in its Internet and copyright page and
shall provide a Hypertext link to Xerox from
that location for the term of this Agreement, as
amended. With respect to the Intranet product,
Infoseek shall place the Xerox notice and
Hypertext Link in the same place, manner and
form as it places its own copyright attribution
and Hypertext link.
4) [*] on the same terms as it shall make
available to its other partners.
G. Exclusivity
- [*]
10. Other Terms and Conditions
The terms of this Agreement, including this Amendment, shall be
[*] except that:
(a) Infoseek may determine whether it desires to [*].
(b) Xerox may [*].
Notwithstanding the foregoing, all other terms and conditions of the
Software Distribution and License Agreement/Lexicons and of Amendment
No. 1, dated 12/17/96, shall apply to both the Intranet and Internet
products of Infoseek and shall remain in effect and, exclusive of the
Exclusivity paragraph in Attachment II of the original Agreement, shall
be extended to the new term of this Amendment.
IN WITNESS WHEREOF, THE PARTIES have caused this Amendment No. 2 to be executed
by their duly authorized representatives, effective as of the date first
written above.
INFOSEEK CORPORATION XEROX CORPORATION
By /s/ ANDREW E. NEWTON By /s/ NATHAN RUBIN
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Name Andrew E. Newton Name Nathan Rubin
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Title VP - General Counsel Title Director Business Development
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Date 12/30/96 Date 12/30/96
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* 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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