LICENSE AND CONTENT AGREEMENT

    This License and Content Agreement ("Agreement") is entered into on this 18th day of May, 2001 ("Effective Date") by and between ODS Technologies, L.P., a limited partnership organized and existing under the laws of the State of Delaware, and ODS Properties, Inc., a corporation organized and existing under the laws of the State of Delaware, each with a place of business at 12421 West Olympic Boulevard, Los Angeles, CA 90064 (collectively, the "TVG Parties"), and Youbet.com, Inc. ("UBET"), a corporation organized and existing under the laws of the State of Delaware, with a place of business at 5901 DeSoto Avenue, Woodland Hills, CA 91367 (collectively, the "Parties").

    WHEREAS, the TVG Parties are engaged in the research, design and development of interactive wagering systems;

    WHEREAS, the TVG Parties own certain intellectual property rights relating to interactive wagering systems, and have certain rights with respect to horse race simulcast audio and video content and pari-mutuel wagering on horse races; and

    WHEREAS, the TVG Parties desire to grant and UBET desires to accept non-exclusive licenses and rights with respect to such intellectual property rights, simulcast audio and video content and pari-mutuel wagering on horse races in accordance with the terms, covenants and conditions herein specified and all applicable laws and regulations.

    NOW, THEREFORE, in consideration of the terms, covenants and conditions contained in this Agreement, the Parties agree as follows:

SECTION 1?DEFINITIONS

    As used herein, the following terms shall have the meanings set forth below:

    1.1 "Affiliate" means, with respect to any person or entity, any other person or entity that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person or entity, whether through ownership of voting securities or otherwise. For purposes hereof, control shall mean with respect to any person or entity, any other person or entity that has the ability to elect a majority of such person's or entity's board of directors or similar governing body or the ability (by contract, share ownership or otherwise) to direct the policies and management of such person or entity. Notwithstanding the foregoing, in no event shall the TVG Parties be considered an Affiliate of UBET for purposes of this Agreement.

    1.2 "Business Day" means any day other than a day which is a Saturday, Sunday or United States federal legal holiday or federal bank holiday.

    1.3 "Host Track Fee" means the fee payable to the racing association sponsoring the race on which an account wager is accepted, generally 1.5% to 3.0% of handle. The Host Track Fees currently in effect are listed in Schedule 1.3 attached hereto. The TVG Parties may amend Schedule 1.3 from time to time through written notice to UBET; provided, however, that, with the exception of Breeders Cup races, the Host Track Fee, when added to the amount payable hereunder to TVG Parties, shall not exceed 8.5% of the handle.

    1.4 "Interactive Television User Interfaces" means interactive wagering user interfaces implemented using systems, networks or equipment that provide television programming (either alone or in combination with other services) to viewers, including cable television systems, satellite television systems, cable set-top boxes, satellite integrated receiver-decoders, televisions and television program recording devices.

    1.5 "IVR User Interfaces" means interactive voice response systems through which users communicate with a Wagering Transaction Management System using conventional telephones over the public switched telephone network to interactively place account wagers on horse races.

    1.6 "Ladbroke" means, collectively, Ladbroke USA, Ladbroke Racing Corp., Ladbroke Pennsylvania, Inc., Mountain Laurel Racing, Inc., Washington Trotting Association, Inc., and their respective Affiliates, successors and assigns, including, without limitation, Magna Entertainment Corp. and its Affiliates.

    1.7 "Licensed Interactive Wagering Systems" means: (i) IVR User Interfaces operated by and for the benefit of UBET; (ii) Personal Computer User Interfaces operated by and for the benefit of UBET; and (iii) Operator Assisted User Interfaces operated by and for the benefit of UBET. Expressly excluded from the definition of Licensed Interactive Wagering Systems are (i) Interactive Television User Interfaces, and (ii) systems that use wireless communications technology in connection with wagering, unless otherwise agreed in writing by the TVG Parties.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC