**EXHIBIT2.3**

 

**PORTIONS OF THIS EXHIBIT HAVE BEENOMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT**

 

**SECONDAMENDMENT TOLICENSE AND DISTRIBUTION AGREEMENT**

 

This Second Amendment to the License and DistributionAgreement (the “Second Amendment”) shall amend that certain LICENSE ANDDISTRIBUTION AGREEMENT dated January 24, 2001 by and between InsWeb Corporation(“InsWeb”), and Intuit Inc. (“Intuit”), as previously amended by the parties bythe First Amendment to License and Distribution Agreement effective January 24,2001, (collectively the “Agreement”). This Second Amendment is made effective as of March 27, 2002 (“EffectiveDate”).  Capitalized terms used hereinand not otherwise defined shall have the meanings ascribed to them in theAgreement.

 

NOW, THEREFORE, for valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties heretodesire to amend certain provisions of the Agreement as follows:

 

I.              Effective March27, 2002, Section 5 of the Agreement (“Compensation”) shall be deleted in itsentirety and replaced with the following:

 

**5**.  **Compensation.**

 

(a)           MarketingFees.  InsWeb shall pay to Intuit(or its designee) the following guaranteed marketing fees (“Marketing Fee”):

 

| **Payment Date** |   | **Marketing  Fee** |
|------------------|--------|--------------------|
| May 1, 2002      |   | $                  | 750,000 |
| August 1, 2002   |   | $                  | 750,000 |
| November 1, 2002 |   | $                  | 750,000 |
| February 1, 2003 |   | $                  | 1,000,000 |
| May 1, 2003      |   | $                  | 1,000,000 |

 

(b)           TransactionFees.

 

(i)            Amountof Transaction Fees.  BeginningNovember 1, 2003, and at the end of every three month period thereafter duringthe Term, InsWeb shall pay Intuit (or its designee) a transaction fee(“Transaction Fee”) equal to **[****]**percent (**[****]**%) of InsWeb’sGross Revenue relating to Intuit-Originated Users for the previous three monthperiod (as used herein, “Gross Revenue” shall mean aggregate gross amounts(e.g., all royalties, commissions, lead generation fees, referral fees andother compensation *before* taxes,costs, revenue share payments to third parties, rebates and other deductions)received by InsWeb and its Affiliates relating to Consumer Insurance Producttransactions by Intuit-Originated Users, including in each case shipping &handling or service charges, and excluding in each case, any InsWeb refunds toinsurance carriers for cancelled or reversed transactions).  Initially, the parties agree to 

 

****CONFIDENTIAL TREATMENT REQUESTED. THE CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIESAND EXCHANGE COMMISSION.

 

----

 

calculate the Transaction Fee for certain specified InsWeb-Offered Productspursuant to the amounts set forth in Exhibit E of the Agreement and based onthe number of Request Types originated for the specified InsWeb-OfferedProducts or, where the applicable product or service does not have a RequestType, as otherwise provided therein. During the Term, the parties shall review the determination of theTransaction Fees (including any underlying values and assumptions based on thencurrent information for the various Request Types) and the accuracy of thetracking mechanism for Intuit-Originated users (a) two weeks after the LaunchDate, (b) at the end of the second, fourth, sixth, and eighth three-calendarmonth periods after the Launch Date and (c) on the annual anniversary of theLaunch Date thereafter, and, after each such review, make mutually agreed uponadjustments so that the applicable fees for the products and services(including any Additional Products) that may be offered or promoted on theInsWeb Website continue to provide Intuit with a **[****]** percent (**[****]**%)share of the Gross Revenue generated from Intuit-Originated Users.

 

(ii)           Adjustmentto Transaction Fees.  Pursuant toSection 5(b)(i), the Transaction Fees payable by InsWeb in connection withthird party relationships assigned, delegated, subcontracted or otherwisetransferred by Intuit shall be at the rate of **[****]**percent (**[****]**%) during thestated term of any related or replacement agreement and any renewal termsthereof (provided that, (i) after the original stated term of such agreement,if InsWeb renews or enters into a subsequent agreement with such third partywithout requesting the assistance of Intuit, then the rate with respect to suchagreement will decrease to **[****]**percent (**[****]**%) for remainder ofthe five year period after the effective date of this Agreement, and (ii) noTransaction Fees relating to a third party shall be payable by InsWeb in theevent InsWeb enters into a distribution agreement with such third party oneyear or more after the termination of a Distribution Agreement between Intuitand such third party).

 

(iii)          FurtherAdjustment to Transaction Fees. InsWeb cannot, in all cases, determine whether a person visiting theInsWeb Site is a returning Intuit-Originated User.  Therefore, notwithstanding Section 5(b)(i) above, for everyquarter during the term of this Agreement, the amount of Transaction Feescalculated pursuant to Section 5(b) shall be increased by the percentage equalto (x) the number of return visits to the InsWeb Site during such quarter bypersons who have an InsWeb Account divided by (y) the number of all visits tothe InsWeb Site during which a person opens an InsWeb Account during suchquarter.  By way of illustration, if theforegoing formula resulted in a percentage increase equal to 5% for the quarterof January through March 2001, then the aggregate Transaction Fees calculatedfor such period would be increased by 5% (e.g., if the Transaction Fees forsuch quarter were calculated to be $525,000, then the adjusted Transaction Feespayable for such quarter would be $551,250). InsWeb shall automatically determine and make such adjustments in itsperiodic payments of Transaction Fees to Intuit.  Notwithstanding the foregoing, if InsWeb implements “return user”identification and tracking functionality, then InsWeb shall implement suchfunctionality to track returning Intuit-Originated Users.

 

(c)           Anyamounts payable pursuant to this Agreement that are more than sixty days pastdue shall bear interest at twelve percent per annum on the unpaid balance.

 

****CONFIDENTIAL TREATMENT REQUESTED. THE CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIESAND EXCHANGE COMMISSION.

 

2

----

 

(d)           Reports.

 

(i)            Inaddition to the reports required pursuant to Section 4.11(b) of the Agreement,InsWeb shall provide Intuit with reports relating to the Transaction Fee in anagreed upon electronic format (e.g., formatted/flat text format, Excel orAccess) including, on a monthly basis (1) the revenue for each product category,and (2) other information reasonably requested by Intuit and available fromInsWeb regarding InsWeb’s operations and results.

 

(ii)           InsWebshall provide Intuit with reports containing the same information as detailedin (d)(i) above should there be any Adjustment to the Transaction Fee asdescribed in (b)(ii) above.  InsWebshall provide Intuit with reports containing the number of return visits to theInsWeb Site by persons who opened accounts during each quarter and the totalnumber of persons who opened accounts on the InsWeb Site during quarter shouldthere be any Further Adjustment to Transaction Fees as described in (b)(iii)above.

 

II.            Order ofPrecedence.  The Second Amendment issupplementary to and modifies the Agreement. The terms of this Second Amendment supersede provisions in the Agreementonly to the extent of a conflict. Nothing contained in this Second Amendment shall be interpreted asinvalidating the Agreement, and the Agreement shall continue to govern therelations between the parties insofar as they do not expressly conflict withthis Second Amendment.

 

III.           Counterparts;Facsimile.  This Second Amendmentmay be executed by facsimile and in counterparts, each which shall be deemed anoriginal and all of which together shall constitute one and the same document.

 

IN WITNESS WHEREOF, the parties hereto, by their dulyauthorized representatives, have executed this Second Amendment as of theEffective Date.

 

 
| **INSWEB CORPORATION** | **INTUIT INC.**                                                       |
|------------------------|-----------------------------------------------------------------------|
|                   |                                                                  |
|                   |                                                                  |
| By                     |       /s/  Mark  Guthrie      |   | By |      /s/  Enrico  Roderick |   |
|                   |                                                                  |   |   |   |   |
| Name                   |        Mark  Guthrie               |   | Name |        Enrico  Roderick |   |
|                   |                                                                  |   |   |   |   |
| Title                  |           President |   | Title |    VP/GM Personal Finance Group |   |
|                   |                                                                  |   |   |   |   |
| 3/28/02                |                                                                  |
|                        |                                                                       |  |  |  |  |  |  |  |  |

 

****CONFIDENTIAL TREATMENT REQUESTED. THE CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIESAND EXCHANGE COMMISSION.

 

3

----