exv10w15w01






EXHIBIT 10.15.01




AMENDMENT TO EDGE COMPUTING NETWORK SERVICE AND LICENSE AGREEMENT



This Amendment to Edge Computing Network Service and License Agreement (“Amendment”) is entered
into as of the later of the two signature dates below (“Amendment Effective Date”). The Amendment
relates to that certain Edge Computing Network Service and License Agreement entered into as of
March 1, 2007 (“Agreement”) between Microsoft Corporation, a Washington corporation, with its
principal place of business at One Microsoft Way, Redmond, Washington 98052-6399 (“Microsoft”), and
Limelight Networks, Inc., a Delaware corporation with its principal place of business at 2220 W.
14th Street, Tempe, Arizona 85281 (“Limelight”).




Background



Under the Agreement, Limelight agreed to license certain Limelight Software (defined in the
Agreement) to Microsoft.



Limelight has been involved in litigation (“Akamai Litigation”) in which a jury verdict (which may
hereafter be dismissed, reversed, remanded, vacated, or otherwise determined to be of no cause or
effect), has been rendered stating that Limelight’s provision of CDN services to its customers
(which CDN services used Limelight Software) infringes certain patent claims of Akamai
Technologies, Inc. (U.S. patent number 6,108,703).



Limelight has created or is creating a new version of the Limelight Software (“A2 Software”,
described more fully in Exhibit A), which Limelight believes is or will be non-infringing.



Microsoft contends that Limelight has a current, unperformed obligation under Section 14(c) of the
Agreement to, at Limelight’s expense, modify or replace the Limelight Software to the extent that
it has been held to infringe. Limelight contends that it has no current, unperformed obligations
to Microsoft under Section 14(c).



To resolve this dispute, Microsoft and Limelight now wish to amend the Agreement as set forth
below, to provide for the implementation of the A2 Software within Microsoft’s infrastructure. The
parties recognize that this implementation will be impeded if Limelight is unable to maintain its
current workforce. As such, Microsoft reaffirms its commitment under Section 21(h) of the
Agreement for its Global Foundation Services group not to solicit Limelight employees.



In consideration of the covenants and conditions in this Amendment, and for other good and valuable
consideration, the receipt and adequacy of which are acknowledged, the parties agree as follows:




Amendment



The Agreement (as it may have been previously amended or modified from time to time) is hereby
further modified, effective as of the Amendment Effective Date, as follows:





	 	1.	 	Delivery of A2 Software. Within [*] after the Amendment Effective Date, Limelight will
deliver to Microsoft a copy of the A2 Software. If the A2 Software has more features than
the Limelight Software, then Microsoft is hereby licensed to use the additional features to
the same extent that it is licensed to use the other features of the Limelight Software;
and the A2 Software will be deemed to be “Limelight Software” for all purposes under the
Agreement.
	 
	 	2.	 	A2 Project Plan and Additional Professional Services. Promptly following the Amendment
Effective Date, Limelight and Microsoft will meet to discuss, design, and agree upon a
project plan for implementation by Microsoft of the A2 Software with and into Microsoft’s
existing





			
	 	 	 
	Amendment to Edge Computing Network Service and License Agreement — Confidential
	 	Page 1 of 4








 




			
	*	 	CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




 









 











	 	 	 	version of the Limelight Software and a project plan for achievement of Infrastructure
Independence (collectively, the “A2 Project Plan”). Neither Microsoft’s nor Limelight’s
agreement to the A2 Project Plan will be unreasonably withheld. The A2 Project Plan will
include, among other things, an estimate of the Professional Services expected from
Limelight to carry out the A2 Project Plan, a timeline and milestones for carrying out the
A2 Project Plan (including a target date for achievement of Infrastructure Independence
(the “II Target Date”)), and the expected personnel, facilities, hardware resources, and
other customary project resources needed from Microsoft to carry out the A2 Project Plan.
In the A2 Project Plan process, the parties will address whether to seek Infrastructure
Independence [*]. Microsoft shall elect, in writing, whether to pursue Infrastructure
Independence [*] (the “Microsoft Election”). If the Microsoft Election is to pursue
Infrastructure independence [*] using the [*] then, unless otherwise mutually agreed in
writing, the II Target Date will be [*] after the date of Limelights receipt of the
Microsoft Election, if, however, the Microsoft Election is to pursue Infrastructure
Independence [*], then, unless otherwise mutually agreed in writing, the II Target Date
will be [*] after the date of Limelights receipt of the Microsoft Election.
Notwithstanding any Professional Services Fee End Date (defined in the Agreement), if
applicable, Limelight will provide such professional services as may be necessary or
appropriate, as reasonably determined by Microsoft, to assist Microsoft with its
implementation of the A2 Software in accordance with the A2 Project Plan (the “A2
Professional Services”). Microsoft will pay for the A2 Professional Services in accordance
with Section 2(e) of the Agreement.
	 
	 	3.	 	Traffic Commitment; Infrastructure Independence. As of the Amendment Effective Date,
the Traffic Commitment (defined in Section 6(c)(1) of the Agreement, as amended) is [*]
over the time period starting on the Traffic Commitment Start Date (defined in the
Agreement) and ending on the Traffic Commitment End Date (defined in the Agreement).
Notwithstanding anything in the Agreement, or any prior amendment to the Agreement, to the
contrary, if Microsoft has materially complied with its responsibilities under the A2
Project Plan and Infrastructure Independence has not been achieved by the II Target Date,
then the Traffic Commitment will be reduced by [*] of the then remaining Traffic Commitment
(i.e., by approximately [*], with the actual amount to be calculated at the time the
reduction would be made) for each [*] (in whole or in part) thereafter until both: (a)
Limelight has delivered the A2 Software to Microsoft; and (b) Microsoft has achieved
Infrastructure Independence, and such reduction will reduce the backend of the Traffic
Commitment. Unless otherwise mutually agreed in writing during the A2 Project
Plan, “Infrastructure Independence” means the date on which the parties agree (with such
agreement not to be unreasonably withheld) that [*] and at [*] of the server equipment in
each of the Microsoft ECN edge nodes is [*], and performing at [*]. Infrastructure
Independence also includes the creation and delivery to Microsoft of written documentation
[*].
	 
	 	4.	 	Support. Notwithstanding anything in the Agreement or any other amendment to the
contrary, the period during which Limelight will provide Tier I and Tier 2 Support Services
under Section 2(c) of the Agreement will be as follows: (a) Limelight will provide Tier 1
and Tier 2 Support Services [*]; and (b) the end of the period during which Limelight will
provide Tier 1 and Tier 2 Support Services [*]. All such additional Support Services under
this Section 4 will be provided at [*].





			
	 	 	 
	Amendment to Edge Computing Network Service and License Agreement — Confidential
	 	Page 2 of 4








 




			
	*	 	CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




 









 









Except as specifically stated in this Amendment, all terms of the Agreement will remain in effect;
and for avoidance of doubt, nothing in this Amendment will be construed to impair Microsoft’s
rights or obligations under the Agreement. Time is of the essence in Limelight’s performance of
its obligations in Sections 1 and 2 of this Amendment. The parties have caused this Amendment to
be executed as of the Amendment Effective Date.




	 	 	 	 	 	 	 	 	 	 	 
	MICROSOFT CORPORATION	 	 	 	LIMELIGHT NETWORKS, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Jeffrey Cohen
 

	 	 	 	By:
	 	/s/ Jeff Lunsford
 

	 	 
	Name:  JEFFREY COHEN	 	 	 	Name:  JEFF LUNSFORD	 	 
	Title:  GENERAL MANAGER	 	 	 	Title:  CEO	 	 
	Date of Execution:  Oct 1, 2008	 	 	 	Date of Execution:  10-01-08	 	 






			
	 	 	 
	Amendment to Edge Computing Network Service and License Agreement — Confidential
	 	Page 3 of 4








 




			
	*	 	CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




 









 










Exhibit A — A2 Software Description



Software enhancements and configuration/implementation guidance, together providing:





	•	 	[*]
	 
	•	 	[*]
	 
	•	 	Modified logging function
	 
	•	 	[*]
	 
	•	 	Support for operating A1, A21, or both A1 and A2 at the same time.
	 
	•	 	Note — additional detail will be set forth in the A2 Project Plan.





			
	 	 	 
	Amendment to Edge Computing Network Service and License Agreement — Confidential
	 	Page 4 of 4








 




			
	*	 	CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.