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EXHIBIT 10.40    
  


 
 

AMENDMENT TO YAHOO! JAPAN LICENSE AGREEMENT    
  


        This AMENDMENT TO YAHOO! JAPAN LICENSE AGREEMENT (the "Amendment Agreement") is entered in as of the 12th day of September, 1997 by and between: 


        YAHOO!
INC. ("Yahoo"), a California corporation with its principal offices at 625 Vaqueros Avenue, Sunnyvale, California 94086; and 



        YAHOO!
JAPAN CORPORATION ("YJC"), a Japanese corporation with its principal offices at 3-42-3, Nihonbashi-Hamcho, Chuo-ku, Tokyo 103 Japan, with reference to the following: 


RECITALS  


        The following provisions form the basis for, and are hereby made a part of, this Agreement: 


        A.    Yahoo
and YJC have entered into a License Agreement dated April 1, 1996 (the "Agreement") pursuant to which terms Yahoo granted YJC licenses to certain Yahoo
intellectual property rights. 


        B.    Yahoo
and YJC now wish to amend certain terms of the Agreement in connection with a proposed initial public offering of common stock of YJC as set forth herein. 


AGREEMENT  


        NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, this parties hereto do hereby agree as follows: 


1.    For
purposes of this Amendment Agreement, any capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement. 


2.    Section
2.1 of the Agreement is deleted and restated in its entirety as follows: 


        "2.1    License Grant to YJC.    Subject to all of the terms and conditions of this Agreement, Yahoo hereby grants to
YJC the following: 


        (i)    an
exclusive right and license to use, reproduce, display, perform, transmit, distribute, market, promote, and permit YJC users no to use, in on-line form and in the
manner described in this Agreement, Yahoo Japan solely under a title that indicates the work "Yahoo!" (such as "Yahoo! Japan"); 


        (ii)  a
non-exclusive (except as provided in Section 2.7) right to use, reproduce, display, perform, distribute and transmit the Yahoo Brand Features in Japan solely as part
of the mark "Yahoo! Japan" in full form and solely in connection with advertising, marketing, and promoting Yahoo Japan; 


        (iii)  an
exclusive right to use, reproduce, and display the yahoo Brand Features in Japan solely in connection with Related Print Publications;  provided, however, that Yahoo obtains written consent from
Ziff-Davis Publishing Company to grant such rights, which consent Yahoo shall use best
efforts to obtain; and provided, further, that YJC shall obtain the prior written consent of Yahoo to use Yahoo Brand Features on each such print
material, which consent yahoo shall not unreasonably withhold; 


        (iv)  a
non-exclusive (except as provided in Section 2.7) right and license to use and reproduce for internal purposes any and all Yahoo-own software (in object code and
source code forms) associated with the Yahoo Properties solely to facilitate the exploitation of the Yahoo Properties and YJC's internal use in furtherance of YJC's rights, as anticipated and
described in this Agreement; and 


        (v)  subject
to the terms and limitations set forth in Section 2.3 of this Agreement, a non-exclusive right (except as provided in Section 2.7) to make Yahoo Japan Derivative
Works, solely for use, 









incorporation, and integration in Yahoo Japan and solely as necessary for the Japanese consumer market in Japan; 



        (vi)  the
exclusive worldwide right to develop, create, maintain, operate, commercially exploit, market, promote and otherwise distribute Yahoo Japan through any electronic
means, subject to the exceptions set forth in Section 2.7 hereto. 


provided, however, that "YJC Users" right to access and use the Yahoo Properties shall be subject to such customary limitations and restrictions on use
and reproduction as Yahoo may impose with respect to the Yahoo Properties. No rights or licenses are granted by Yahoo to YJC except for these expressly granted in this Section 2.1." 


3.    Section
2.7 of the Agreement is deleted and restated in its entirety as follows: 



        "2.7    Exclusivity.    The licenses granted hereunder shall be exclusive and perpetual (subject to the terms of
Section 9.1), which shall mean that no other party in the world shall be provided with the rights to use, display, reproduce or permit others to use the Yahoo Properties for the establishment and
operation of a version of the Yahoo Service localized for Japan; provided, however, that nothing herein shall be construed as prohibiting, preventing,
restricting, or otherwise limited the ability of a person in Japan from electronically accessing the Yahoo Services on a server located in any jurisdiction outside of Japan." 



4.    Section
9.1 of the Agreement is deleted and restated in its entirety as follows: 


        "9.1    Terms.    Unless earlier terminated as provided herein or unless otherwise provided in the Joint Venture
Agreement, this Agreement shall be effective during the period (the "Term") from the date of this Agreement until the sooner of: (i) the date on which the parties hereto mutually agree to
terminate this Agreement; (ii) the date on which this Agreement is terminated under Section 9.2; (iii) upon a sale or series of sales of YJC's stock to a competitor or a group of
competitors of Yahoo as determined by Yahoo in its reasonable discretion, which results in such competitor or a group of competitors having beneficial ownership of at least one-third (1/3) of the
total outstanding stock of YJC; (iv) upon a merger, consolidation or acquisition of YJC, in which transaction its shareholders do not retain a majority of the voting power in the surviving
corporation, or a purchase of all or substantially all of YJC's assets (and "Acquisition"), provided, however, that any Acquisition which has occurred
with Yahoo's consent shall not result in termination of this Agreement. 


5.    This
Amendment Agreement shall become effective only upon and after the effectiveness of the Amendment Agreement to Joint Venture Agreement by and between Yahoo and SOFTBANK
Corporation dated the even date hereof in accordance with the terms of Section 3 of such Amendment Agreement to Joint Venture Agreement. 


6.    Except
as expressly provided herein, the Agreement shall remain in full force and effect. 


7.    This
Amendment Agreement shall be interpreted and construed in accordance with the laws of the State of California, with the same force and effect as if fully executed and performed
therein, and the laws of the United States of America. Each of YJC and Yahoo hereby consents and submits to the personal jurisdiction of the United States and state courts of the State of California,
and expressly agrees that the venue for any action arising under this Amendment Agreement shall be the appropriate court sitting within the Northern District of California. 



8.    This
Amendment Agreement may be executed with counterpart signatures, which may be effectively delivered by telecopy. The miscellaneous provisions of Article 10 of the Agreement
shall apply to this Amendment Agreement. 








        IN
WITNESS WHEREOF, the parties to this Amendment Agreement by their duly authorized representatives have executed this Amendment Agreement as of the date first above written. 



	YAHOO JAPAN CORPORATION	 	YAHOO! INC.
	

By:	

/s/  MASAHIRO INOUE      
 Name: Masahiro Inoue

Title: President & CEO	
 	

By:	

/s/  TIMOTHY A. KOOGLE      
 Name: Timothy Koogle

Title: President











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EXHIBIT 10.40


AMENDMENT TO YAHOO! JAPAN LICENSE AGREEMENT