Amendment #5 to the License Agreement No. 000 1641 between TomTom North America, Inc. and TeleNav, Inc.
Exhibit 10.15.5
Agreement Number 000 1641-5
Amendment #5 to the License Agreement No. 000 1641
between TomTom North America, Inc. and TeleNav, Inc.
This is the fifth Amendment (“Amendment #5”) to the License Agreement No. 000 1641, dated July 1, 2009, (the “Agreement”) between TomTom North America, Inc. (“TomTom”) and TeleNav, Inc. (“Licensee”) (collectively, the “Parties”).
WHEREAS, the Parties have entered into the Agreement for TomTom’s data, and
WHEREAS, the Parties wish to amend such Agreement,
NOW, THEREFORE, in consideration of the mutual undertakings and agreements hereinafter set forth, the Parties agree to amend the Agreement as follows:
1. Schedule A, Subsection Premium TomTom Products, shall be amended to include the following:
ConnectPlus™ Uruguay
Voice Maps North America – coverage for the United States and, Canada
Voice Maps Mexico
Voice Maps Points of Interest Mexico
Voice Maps Points of Interest North America – coverage of the United States and Canada
Voice Maps Latin America – coverage for Argentina, Brazil, Chile and Uruguay, when commercially available
Voice Maps Points of Interest Latin America – coverage for Argentina, Brazil, Chile and Uruguay, when commercially available
ConnectPlus™ Venezuela – when commercially available
MultiNet® Venezuela – when commercially available
Speed Profiles Mexico – when commercially available.
2. Schedule G, Subsection Value Added Product [*****], shall be amended to include the following in the list of Licensed TomTom Products used within the Value Added Product:
ConnectPlus™ Uruguay
ConnectPlus™ Venezuela – when commercially available
MultiNet® Venezuela – when commercially available
3. Schedule G, Subsection Value Added Product [*****], shall be deleted and replaced with the following:
Value Added Product [*****] shall be comprised of the following Licensed TomTom Products:
MultiNet® North America, coverage for the United States and Canada
MultiNet® Mexico
Argentina and Uruguay Partner Product
Chile Partner Product
ConnectPlus Brazil
| TomTom | TeleNav, Inc. License Agreement, Amendment #5, 11/2011, pg. 1 | Licensee | ||
| CA_0000608_3 | TomTom CONFIDENTIAL |
Agreement Number 000 1641-5
MultiNet® Bahrain
MultiNet® Oman
MultiNet® Qatar
MultiNet® Saudi Arabia
MultiNet® United Arab Emirates
MultiNet® Jordan – commencing upon commercial release
MultiNet® Uruguay
MultiNet® Chile
MultiNet® Argentina
MultiNet® Brazil
MultiNet® Kuwait
Local Points of Interest North America – coverage of the United States and Canada, available upon commercial release [*****]
MultiNet® Voice Maps North America, coverage for the United States and Canada.
MultiNet®Voice Maps Mexico
MultiNet® Voice Maps Points of Interest North America – coverage of the United States and Canada
Voice Maps Points of Interest Mexico
Voice Maps Latin America – coverage for Argentina, Brazil, Chile and Uruguay, when commercially available
Voice Maps Points of Interest Latin America – coverage for Argentina, Brazil, Chile and Uruguay, when commercially available
2D City Maps North America – coverage of the United States and Canada
0X Xxxxxxxxx Xxxxx Xxxxxxx, coverage for the United States and Canada
3D Landmarks Mexico
MultiNet® Premium Points of Interest North America, coverage for the United States and Canada.
Brand Icons, coverage as outlined in the product release notes.
MultiNet® Premium Points of Interest Mexico.
MultiNet® Premium Points of Interest Argentina – commencing upon commercial release
MultiNet® Premium Points of Interest Brazil – commencing upon commercial release
Speed Profiles North America, coverage for the United States and Canada.
Use is restricted to the following two features:
[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
| TomTom | TeleNav, Inc. License Agreement, Amendment #5, 11/2011, pg. 2 | Licensee | ||
| CA_0000608_3 | TomTom CONFIDENTIAL |
Agreement Number 000 1641-5
Average Speeds – [*****] value for [*****] speed, and a [*****] value for [*****] speed, for each road element in MultiNet® (limited to coverage).
Detailed Speed Profiles – a [*****] speed and a corresponding speed [*****] is provided for [*****] for the [*****] road elements within MultiNet®.
Speed Profiles Mexico – when commercially available
Use is restricted to the following two features:
Average Speeds –[*****] value for [*****] speed, and a [*****] value for [*****] speed, for each road element in MultiNet® (limited to coverage).
Detailed Speed Profiles – a [*****] speed and a corresponding speed [*****] is provided for [*****] for the [*****] road elements within MultiNet®.
Voice Maps North America – coverage for the United States and, Canada
Voice Maps Mexico
MultiNet® Voice Maps Points of Interest North America – coverage of the United States and Canada (VAP [*****])
Voice Maps Latin America – coverage for Argentina, Brazil, Chile and Uruguay, when commercially available (VAP [*****])
ConnectPlus™ Venezuela – when commercially available
MultiNet® Venezuela – when commercially available
Basic Map + Extended Features + Voice Map (2-Way) & 3D Landmarks for:
US & Canada
| Licensed TomTom Product |
Coverage | Royalties | ||
| Base Map + Extended Features + |
US/CAN | $[*****]/license |
MultiNet® Premium Points of Interest file including Brand Icons
This shall be in addition to the pricing above.
| Licensed TomTom Product |
Coverage | Royalties | ||
| Premium POIs, Brand Icons |
US/CAN | $[*****]/license |
US, Canada, Mexico
| Licensed TomTom Product |
Coverage | Royalties | ||
| Base Map + Extended Features + |
US/CAN/MEX | $[*****]/license |
MultiNet® Premium Points of Interest file including Brand Icons
This shall be in addition to the pricing above.
| Licensed Product |
Coverage | Royalties | ||
| Premium POI’s & Brand Icons |
US/CAN/MEX | $[*****]/license |
[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
| TomTom | TeleNav, Inc. License Agreement, Amendment #5, 11/2011, pg. 3 | Licensee | ||
| CA_0000608_3 | TomTom CONFIDENTIAL |
Agreement Number 000 0000-0
Xxxxxx
| Licensed TomTom Product |
Coverage | Royalties | ||
| Base Map + Extended Features + |
MEX | $[*****]/license |
MultiNet® Premium Points of Interest file including Brand Icons
This shall be in addition to the pricing above.
| Licensed Product |
Coverage | Royalties | ||
| Premium POI’s & Brand Icons |
MEX | $[*****]/license |
Speed Profiles
This shall be in addition to the pricing above.
| Licensed TomTom Product |
Coverage | Royalties | ||
| TomTom Speed Profiles (use of Average Speed only) |
US/CAN | $[*****]/license | ||
| TomTom Speed Profiles |
US/CAN | $[*****]/license | ||
| TomTom Speed Profiles (use of Average Speed only) |
US/CAN/MEX | $[*****] | ||
| TomTom Speed Profiles |
US/CAN/MEX | $[*****] | ||
| TomTom Speed Profiles (use of Average Speed only) |
MEX | $[*****]/license | ||
| TomTom Speed Profiles |
MEX | $[*****]/license |
2D CityMaps
This shall be in addition to the pricing above.
| Licensed TomTom Product |
Coverage | Royalties | ||
| 2D CityMaps North America |
US/CAN | $[*****]/license | ||
| 2D CityMaps North America |
MEX | $[*****]/license |
Rest of World
| Licensed TomTom Product |
Coverage | Royalties | ||
| Base Maps + Premium POI + |
South America* | $[*****]/license | ||
| Base Maps |
Middle East** | $[*****]/license | ||
| Base Map |
Venezuela*** | $[*****]/license |
| * | Region South America: Base Maps, Premium POI and Voice Maps (2-way) coverage for Argentina, Brazil, Chile and Uruguay, as commercially available. Pricing is based on the exclusive use of TomTom Base Map and Enhancement features for the [*****] Navigation platform for the Region South America, as coverage is defined above, for the term of this Agreement. |
| ** | Region Middle East: coverage for Bahrain, Jordan, Kuwait, Oman, Qatar, Saudi Arabia, United Arab Emirates Should Voice Maps and/or Premium Points of Interest become available for the Middle East, the Licensed TomTom Products may be made available for a fee at a similar discount level. |
[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
| TomTom | TeleNav, Inc. License Agreement, Amendment #5, 11/2011, pg. 4 | Licensee | ||
| CA_0000608_3 | TomTom CONFIDENTIAL |
Agreement Number 000 1641-5
| *** | Should Voice Maps and/or Premium Points of Interest become available for Venezuela, the Licensed TomTom Products may be made available for a fee at a similar discount level. |
Additional Restrictions:
The above pricing is being offered exclusively for the [*****] Navigation platform.
Pricing is based on the exclusive use of TomTom Base Map and Enhancement features for the [*****] Navigation platform for North America; United States, Canada & Mexico for the term of this Agreement.
TomTom pricing requires exclusive use of MultiNet® map data whenever other TomTom Premium products (3D Landmarks, Premium POIs, Voice Maps, Speed Profiles, etc) are based on vehicle volume for the features listed above and previously quoted.
TomTom requires that the end consumer system includes a copy protection and a VIN registration mechanism, such that the map media can clearly be assigned to only one (1) vehicle at a time.
4. Schedule G, Subsection Value Added Product G, shall be amended to include the following in the list of Licensed TomTom Products used within the Value Added Product:
ConnectPlus™ Venezuela – when commercially available
MultiNet® Venezuela – when commercially available
5. Except as otherwise amended herein, all terms and conditions of the Agreement shall remain in full force and effect. In the event of a conflict in terms, this Amendment #5 shall take precedence over the Agreement and any previous amendment(s).
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment #5 to be effective, valid and binding upon the Parties as of March 24, 2011.
| TomTom North America, Inc. | TeleNav, Inc. | |||||||
| a California corporation 00 Xxxxxxxxx Xxxxxx Xxxxxxx, XX 00000-0000 |
a Delaware corporation 0000 Xxxxx Xxxx Xxxxxxxxx, XX 00000 | |||||||
| By: | /s/ M.M.A. van Gool |
By: | /s/ Xxxxxxx X. Xxxxxx | |||||
| Name: | M.M.A. van Gool | Name: | Xxxxxxx X. Xxxxxx | |||||
| Title: | Managing Director, Business Unit Licensing | Title: | Chief Financial Officer | |||||
| Date: 6-12-2011 | Date: 12/7/11 | |||||||
[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
| TomTom | TeleNav, Inc. License Agreement, Amendment #5, 11/2011, pg. 5 | Licensee | ||
| CA_0000608_3 | TomTom CONFIDENTIAL |
