Exhibit 10.7


 


JOINT VENTURE AGREEMENT


 


 


JOINT
VENTURE AGREEMENT, dated as of April 1, 1996, by and between SOFTBANK
Corporation, a Japanese corporation (“SOFTBANK”), and Yahoo! Inc., a California
corporation (“Yahoo”).


WHEREAS,
Yahoo offers in the United States and certain other geographic areas certain
on-line navigational services on the World Wide Web, including, without
limitation, the Yahoo! Internet Guide.


WHEREAS,
SOFTBANK is a leading computer publisher and software distributor in Japan;


WHEREAS,
SOFTBANK indirectly owns a minority interest in Yahoo; and


WHEREAS,
SOFTBANK and Yahoo wish to form a joint venture company in Japan called Yahoo
Japan Corporation (the “Company”), to establish and manage in Japan a Japanese
version of the Yahoo Internet Guide, develop related Japanese on-line
navigational services, and conduct other related businesses;


NOW,
THEREFORE, the parties hereby agree as follows:


1.                                       OBJECTIVES OF
THE COMPANY


The
objectives of the Company shall be to engage in the businesses set forth below:


(i)            establishment
and management in Japan of a Japanese version of  the Yahoo Internet Guide;


(ii)           development of related Japanese on-line navigational
services;


(iii)          related sale of on-line advertisement space;


(iv)          addition of Japanese specific informational content to the
mirror  site database in Japan;


(v)           business
cooperation with a Japanese version of “Yahoo! Internet Life” (or one or more
similar publications) published by Ziff-Davis Publishing company;


(vi)          production of a Japanese version of the online publication
“ZD/Yahoo! computing” (or one or more similar publications) to be published on
the Internet by Ziff-Davis Publishing Company; and


(vii)         other businesses relating to the foregoing as agreed upon by
the  parties from time to time.


2.                                       SALE AND
PURCHASE OF SHARES; OWNERSHIP OF THE COMPANY.


 


 

















 


(a)           Subject to
the terms and conditions hereof, SOFTBANK agrees to sell, and Yahoo agrees to
purchase, 1600 shares of Common Stock of the Company (the “Shares”) at a price
of ¥50,000 per share so that after such sale SOFTBANK shall own 2,400 shares of
Common Stock and Yahoo shall own 1,600 shares of Common Stock of the Company.


(b)           Concurrently
with the execution of this Agreement, SOFTBANK shall deliver to Yahoo stock
certificates representing the Shares and registered in the name of Yahoo,
against payment by Yahoo of ¥80,000,000 therefor in immediately available funds
to a bank account designated by SOFTBANK.


3.                                       REPRESENTATIONS
AND WARRANTIES OF SOFTBANK


SOFTBANK
hereby represents and warrants to Yahoo as follows:


(a)           SOFTBANK
has been duly incorporated, and is a validly existing corporation under the
laws of Japan and has full power and authority to enter into and perform this
Agreement.


(b)           This
Agreement has been duly authorized, executed and delivered by SOFTBANK and
constitutes a valid and binding agreement of SOFTBANK, enforceable against
SOFTBANK in accordance with its terms.


(c)           The
Company has been incorporated on January 31, 1996 as a Kabushiki Kaisha (a
stock limited company).  The registered
office of the Company is at 3-42-3, Nihonbashi-Hamacho, Chuo-ku, Tokyo 103,
Japan.  The Company has been duly
incorporated and is a validly existing corporation under the laws of Japan and
has full power and authority to carry on its business as contemplated in this
Agreement.  Attached hereto as Exhibit A
is a true and correct copy of the Articles of Incorporation of the Company
(“teikan”) and a true and complete English translation thereof.


(d)           The
Company’s authorized capital is 16,000 shares of Common Stock, par value
¥50,000 per share, of which 4,000 shares are issued and outstanding. Prior to
the Closing, SOFTBANK purchased such 4,000 shares for a purchase price of
¥50,000 per share in cash, and SOFTBANK owns all of such issued and outstanding
shares of the Company.  There are no
options, warrants or commitments of any kind relating to the capital stock of
the Company, including any preemptive or other rights to purchase its capital
stock.


(e)           The Shares
have been duly authorized (including any required  approval by the Board of Directors of the Company) and validly
issued and are  fully paid and
non-assessable.  Title to the Shares
will be transferred from  SOFTBANK to
Yahoo upon physical delivery of the stock certificates to Yahoo  at the Closing, free and clear of all liens,
encumbrances, equities or claims.


(f)            Prior to
the Closing, the Company has not been engaged in any  business or activities and has not entered into to any contracts,
except as  contemplated by this
Agreement and the Company has net assets of ¥200,000 in  the form of cash and cash equivalents.


 


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(g)           The
Company has no liabilities, contingent or otherwise, and the Company has
complied in all material respects with all laws and regulations. There is no
litigation pending or threatened, and no basis therefor known to the Company,
to which the Company is or would be a party, to which any of the Company’s
assets are or would be subject, or which question or challenge this Agreement
or the transactions contemplated hereby.


(h)           No
consent, approval or authorization of or declaration or filing with any
governmental authority or other person or entity on the part of SOFTBANK is
required in connection with the execution or delivery of this Agreement or the
consummation of the transactions contemplated hereby other than as described in
Section 15 hereof.


(i)            A
certified copy of the commercial register of the Company (and a true and
complete English translation thereof) is attached to this Agreement as Exhibit
B, and all information contained therein is complete and accurate.


4.                                       REPRESENTATIONS
AND WARRANTIES OF YAHOO


Yahoo
represents and warrants to SOFTBANK as follows:


(a)           Yahoo has
been duly incorporated and is a validly existing corporation in good standing
under the laws of the State of California, and has full power and authority to
enter into and perform this Agreement.


(b)           This
Agreement has been duly authorized, executed and delivered by Yahoo and
constitutes a valid and binding agreement of Yahoo, enforceable against Yahoo
in accordance with its terms.


(c)           No
consent, approval or authorization of or declaration or filing with any
governmental authority or other person or entity on the part of Yahoo is
required in connection with the execution or delivery of this Agreement or the
consummation of the transactions contemplated hereby other than as described in
Section 15 hereof.


5.                                       LICENSE
AGREEMENT


Concurrently
with the execution of this Agreement, Yahoo shall enter into a license agreement,
in the form of Exhibit C attached hereto (the “License Agreement”), with the
Company.


6.                                       BOARD OF
DIRECTORS; STATUTORY AUDITORS


(a)           The total
number of Directors comprising the Board shall be five. SOFTBANK shall
designate three Directors, one of which shall be an individual reasonably
approved by Yahoo, and Yahoo shall designate two Directors.


(b)           The
Company shall have one Statutory Auditor, which shall be designated by
SOFTBANK.


 


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(c)           The Company
shall have one Representative Director, who shall be the President.  The President and Representative Director
shall be a nominee of SOFTBANK.


(d)           In case of
a vacancy in the office of Director, Statutory Auditor or Representative
Director during the term of office for whatever reason, the vacancy shall be
filled by the party that nominated the Director, Statutory Auditor or
Representative Director whose office became vacant.


(e)           At any
annual or special meeting of shareholders or any meeting of the Board of
Directors called for such purpose, each party shall vote or cause to be voted
all shares owned by it for the election of nominees designated as Directors,
Statutory Auditor or Representative Director in accordance with this Section 6
and otherwise as may be necessary to implement the provisions of this
Agreement.


(f)            No change
shall be made in the number and/or allocation of Directors, Statutory Auditor
or Representative Director as stated in this Section 6 or in the Articles of
Incorporation of the Company; provided that if the parties’ respective
shareholdings change, the parties shall adjust the number and allocation of
Directors and the designation or nomination of the Statutory Auditor or
Representative Director if and to the extent appropriate so that their
respective representation on the Board and in the Company is generally
proportionate to their respective shareholdings.


7.                                       MANAGEMENT OF
THE COMPANY


(a)           The Board
of Directors of the Company shall be responsible for establishing the overall
policy and operating procedures with respect to the business affairs of the
Company.


(b)           Except as
otherwise required by mandatory provisions of law and as otherwise provided
herein, resolutions of the Board of Directors shall be adopted only by the
affirmative vote of a majority of the Directors present at a meeting duly
called at which a quorum is present.  A
majority of the Board of Directors shall constitute a quorum for the
transaction of business provided at least one Director designated by Yahoo is
present.  Board meetings shall be held
in Japan in accordance with applicable law provided that the Board of Directors
shall meet no less frequently than once in each calendar month.  Any Director may attend a Board meeting by
conference telephone.


(c)           Notwithstanding
the general provisions set forth above, in addition to any special approval
requirements under the Articles of Incorporation or under law, each of the
following corporate actions may be taken by the Company only (i) in the case of
any action that is permitted by law or under the Articles of Incorporation to
be taken by the Board of Directors alone, upon authorization by affirmative
vote of at least one SOFTBANK director and at least one Yahoo director and (ii)
in the case of actions required by law or the Articles of Incorporation to be
approved by the Company’s shareholders, upon authorization by affirmative vote
of both Yahoo and SOFTBANK as shareholders:


(i)            any
merger or consolidation, whether or not the Company is the  surviving corporation; any sale, lease,
exchange or other disposition of  all or
substantially all of the


 


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assets of the Company; any acquisition of  all or substantially all of the capital
stock or assets of any other  entity; or
the liquidation or voluntary dissolution of the Company;


(ii)           any sale, lease, exchange or other disposition of
substantial  assets (except in the
ordinary course of business) of the Company;


(iii)          any capital expenditure of ¥10 million or more;


(iv)          the raising of additional equity capital or the issuance or
sale  of any debt or equity securities
(including any shareholder loan or 
guaranty) and the terms thereof, whether or not in connection with a
call  for additional capital pursuant to
Section 8 hereof;


(v)           any
declaration or payment of any dividend or other distribution,  directly or indirectly, on account of any
shares of capital stock of the  Company,
or any redemption, retirement, purchase or other acquisition,  directly or indirectly, by the Company of
any such shares (or of any  warrants,
rights or options to acquire any such shares);


(vi)          the incurrence or guarantee (directly or indirectly) by
the  Company with respect to any
indebtedness for borrowed money in excess of ¥10 million;


(vii)         any amendment, alteration or repeal of any provision of
the  Articles of Incorporation of the
Company; or


(viii)        engagement in any business other than as set forth in Section
1 hereof and activities incidental thereto, either directly or through any  corporation or other entity in which the
Company has, directly or  indirectly, an
equity interest;


(ix)           approval of an annual business plan and operating budget
for the  Company (which shall be made no
later than thirty (30) days prior to the commencement of each fiscal year of
the Company), and any deviation in any 
material respect from such business plan or budget as so approved;


(x)            the
authorization of execution of any contract or agreement  (i) having a period of performance greater
than one year, (ii) involving  aggregate
payments or consideration in excess of ¥10 million,  (iii) involving any license of trademarks, patents, copyrights or
other  intellectual property rights of
the Company, and (iv) between the Company and any officer, shareholder or
Director of the Company (or their 
respective affiliates), and any waiver or variance of any contract  described in (i)-(iv) above; or


(xi)           compensation for all officers, Directors and Statutory
Auditors  of the Company.


To
the extent permitted by Japanese law, the foregoing approval requirements shall
at all times also be set forth in the Articles of Incorporation of the Company,
unless amended as set forth.


 


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8.                                       ADDITIONAL
CAPITAL


Subject
to Section 7(c) hereof, the Board may, by written notice to the parties, call
for the parties to subscribe for additional shares of capital stock of the
Company or to make loan guarantees or loans to the Company in proportion to
their respective holdings of Common Stock at any time.  Each party agrees to provide such additional
capital or support in accordance with the Board’s action.


9.                                       DISPOSITION OF
COMMON STOCK


Neither
party shall directly or indirectly sell, assign, transfer or otherwise dispose
of, or pledge or otherwise encumber, any shares of Common Stock of the Company
without the prior consent of the other party; provided that, at such time as
the shares of the Company are publicly traded, either party shall be entitled
to make sales of its shares in the open market to the extent permitted by
applicable law.


10.                                 ACCOUNTING; ACCESS TO
INFORMATION


(a)           The fiscal
year of the Company shall be from the first day of April of each year to the
31st day of March of the following year.


(b)           The
Company shall maintain its accounts and prepare its financial statements
(including, without limitation, a balance sheet, profit and loss statement and
statement of cash flows) in accordance with generally accepted accounting
principles in Japan, and shall cause its annual financial statements to be
audited by an internationally recognized independent auditing firm reasonably
acceptable to each party, and such financial statements and the auditors’
opinion to be delivered to each party no later than sixty (60) days following
the end of each fiscal year.  The
Company also shall deliver to each party unaudited monthly and quarterly
financial statements within thirty days following the end of each month or
fiscal quarter, as the case may be, certified (in the case of quarterly
financial statements) by the chief accounting officer of the Company.  All financial statements shall be accurately
and completely translated into English prior to delivery to Yahoo, and shall be
accompanied by a reasonably detailed schedule that sets forth the differences
between Japanese generally accepted accounting principles and U.S. generally
accepted accounting principles as applied to such financial statements.


(c)           Each party
shall, during all business hours and at all other times as reasonable, have
access to the books and records of the Company and to the legal, tax and
auditing personnel of the Company, internal and external; provided, however,
that the cost and expense necessary for such inspection shall be borne by the
party making the inspection.


11.                                 DIVIDENDS


To
the extent permitted by law, the Company will pay dividends to its shareholders
from the Company’s net earnings in accordance with and subject to the
conditions set forth in Exhibit D; provided that no dividends shall be
required to be paid prior to April 30, 1998, or following the time at which the
Company’s shares of Common Stock are publicly traded.


12.                                 TERM OF THE AGREEMENT


 


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Subject
to Section 13, this Agreement shall remain in effect perpetually, provided that,
if as of April 1, 2001, or any April 1 thererafter, (i) the company has
sustained net losses (determined in accordance with generally accepted Japanese
accounting principles and certified by the Company’s independent auditors) for
the four (4) consecutive fiscal quarters preceding such April 1, and (ii) Yahoo
and SOFTBANK, in good faith, differ with respect to the future business plans
and prospects of the Company, then Yahoo shall have the right to terminate this
Agreement, which termination shall be effective ninety (90) days following
notice thereof to SOFTBANK.


13.                                 TERMINATION OF
THE AGREEMENT


(a)           If
either party fails in any material respect to perform or fulfill in the time
and manner herein provided any obligation or condition herein required to be
performed or fulfilled by such party, and if such default shall continue for
sixty (60) days after written notice thereof from the other party, then the
other party shall have the right to terminate this Agreement by written notice
of termination to the defaulting party at any time after such sixty (60)
days.  Either party may also terminate
this Agreement immediately by giving a written notice to the other party in the
event such other party shall be dissolved or liquidated or declared insolvent
or bankrupt.


(b)           Upon
termination of this Agreement, the parties shall negotiate in good faith the
possible purchase by one party of all the shares in the Company held by the
other party or the sale of the Company to a third party.  If such negotiation fails to result in a
mutually acceptable agreement, the Company shall be dissolved in accordance
with Japanese law.


(c)           Termination
of this Agreement for any reason shall not release either party from any
liability which at the time of termination has already accrued to the other
party or which thereafter may accrue in respect of any act or omission prior to
such termination.


14.                                 CONFIDENTIALITY


Each
party shall hold and shall cause its respective representatives to hold in
confidence all confidential information made available to it or its
representatives by the other party, directly or through the Company, and shall
not pass such information on, wholly or partly, to third parties without the
written consent of the other party, unless such information (i) becomes generally
available to the public other than as a result of a disclosure by such party or
its representatives, (ii) becomes available to such party from other sources
not known by such party to be bound by a confidentiality obligation, or (iii)
is independently acquired by such party as a result of work carried out by any
employee or representative of such party to whom no disclosure of such
information has been made.


15.                                 GOVERNMENT FILINGS


(a)           Promptly
after execution of this Agreement, notification of such execution shall be
submitted by SOFTBANK to the Fair Trade Commission of Japan. In the event the
Fair Trade Commission advises the parties hereto to amend this Agreement and/or
the License Agreement, the parties shall promptly comply with such request; provided,
however, that if either party


 


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considers
such amendment to be material and adverse to it, then such party may terminate
this Agreement by giving written notice to such effect to the other party hereto.


(b)           Within
fifteen (15) days following the date of this Agreement, Yahoo will submit the
required notification to the Bank of Japan under the Foreign Exchange and
Foreign Trade Control Law.


(c)           If any
Japanese withholding taxes are imposed on dividends payable to Yahoo by the
Company under Section 11, the Company shall (or SOFTBANK shall cause the
Company to) withhold such amounts, pay the same to the Japanese tax authority,
and promptly furnish Yahoo with appropriate documentation of the amounts so withheld
as soon as practicable.  The Company
shall (or SOFTBANK shall cause the Company to) cooperate with Yahoo to make any
necessary filings to utilize the lowest withholding rate available under any
treaty between Japan and the United States.


16.                                 OTHER VENTURES


(a)           Neither
party will engage directly or indirectly in any business activities in Japan
that would reasonably be deemed to be competitive with the Company in Japan;
provided, that Yahoo may continue to make available the Yahoo Internet Guide
and any other properties or products in languages other than Japanese.


(b)           Yahoo
hereby agrees to discuss in good faith with SOFTBANK joint efforts to establish
similar ventures in Europe and other international markets where SOFTBANK or
its affiliates have operations and are the appropriate partners; provided that
the foregoing shall not obligate  either
party to enter into any such arrangement.


17.                                 GOVERNING LAW


This
Agreement shall be governed by and construed in accordance with the laws of
Japan.


18.                                 DISPUTE RESOLUTION


All
disputes between the parties arising directly or indirectly out of this
Agreement shall be settled by the parties amicably through their good faith
discussions.  In the event that any such
dispute cannot be resolved thereby, such dispute shall be finally settled by
arbitration in accordance with the rules then in effect of the Japan Commercial
Arbitration Association by three arbitrators appointed in accordance with such
rules.  Any such arbitration shall be
held in Tokyo, Japan and shall be conducted in Japanese (with English
translation to the extent requested by Yahoo). 
The arbitration award shall be final and binding upon the parties, and
judgment on such award may be entered in any court having jurisdiction thereof.


19.                                 MISCELLANEOUS


(a)           This
Agreement may be amended only by a written instrument signed by both parties.


 


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(b)           This
Agreement may not be assigned by either party hereto except with the written
consent of the other party; provided, however, that this Agreement may be
assigned to a corporation which shall succeed to the business of a party by
merger, consolidation, or the transfer of all or substantially all of the
assets of such party and which shall expressly assume the obligations of such
party hereunder.


(c)           Any and
all notices, requests, demands and other communications required or otherwise
contemplated to be made under this Agreement shall be in writing and in English
and shall be deemed to have been duly given (a) if delivered personally, when
received, (b) if transmitted by facsimile, upon receipt of a transmittal
confirmation, (c) if sent by registered airmail, return receipt requested,
postage prepaid, on the sixth business day following the date of deposit in the
mail or (d) if by international courier service, on the second business day
following the date of deposit with such courier service, or such earlier
delivery date as may be confirmed to the sender by such courier service. All
such notices, requests, demands and other communications shall be addressed as
follows:


	
   

  	
  (i)

  	
  If to SOFTBANK:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SOFTBANK Corporation

  
	
   

  	
   

  	
  24-1,
  Nihonbashi-Hakozakicho

  
	
   

  	
   

  	
  Chuo-ku, Tokyo 103, Japan

  
	
   

  	
   

  	
  Attention:

  	
  Mr. Masayoshi Son

  
	
   

  	
   

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  	
  Telephone:

  	
  (813) 5642-8020

  
	
   

  	
   

  	
  Facsimile:

  	
  (813) 5641-3400

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Sullivan & Cromwell

  
	
   

  	
   

  	
  125 Broad Street

  
	
   

  	
   

  	
  New York, New York 10004

  
	
   

  	
   

  	
  Attention:

  	
  Stephen A. Grant, Esq.

  
	
   

  	
   

  	
  Telephone:

  	
  (212) 558-3504

  
	
   

  	
   

  	
  Facsimile:

  	
  (212) 558-3588

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  If to the Company:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Yahoo! Inc.

  	
   

  
	
   

  	
   

  	
  635 Vaqueros Ave.

  
	
   

  	
   

  	
  Sunnyvale, California
  94086

  
	
   

  	
   

  	
  Attention:

  	
  Mr. Timothy Koogle

  
	
   

  	
   

  	
   

  	
  President

  
	
   

  	
   

  	
  Telephone:

  	
  (408) 328-3300

  
	
   

  	
   

  	
  Facsimile:

  	
  (408) 328-3301

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  



 


 


 


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  Venture Law Group

  	
   

  
	
   

  	
   

  	
  A Professional Corporation

  	
   

  
	
   

  	
   

  	
  2800 Sand Hill Road

  	
   

  
	
   

  	
   

  	
  Menlo Park,
  California  94025

  	
   

  
	
   

  	
   

  	
  Attention:

  	
  James L. Brock, Esq.

  
	
   

  	
   

  	
  Telephone:

  	
  (415) 854-4488

  
	
   

  	
   

  	
  Facsimile:

  	
  (415) 854-1121

  
					



 


or
in each case to such other address or facsimile number as the party may have
furnished to the other party in writing.


(d)           In the
event of the invalidity of any part or provision of this Agreement, such
invalidity shall not affect the enforceability of any other part or provision
of this Agreement.


(e)           No waiver
by any party of any default in the performance of or compliance with any
provision herein shall be deemed to be a waiver of the performance and
compliance as to any other provision, or as to such provision in the future;
nor shall any delay or omission of any party to exercise any right hereunder in
any manner impair the exercise of any such right accruing to it
thereafter.  No remedy expressly granted
herein to any party shall be deemed to exclude any other remedy which would
otherwise be available.


(f)            This
Agreement constitutes the entire agreement among the parties with respect to
the subject matter hereof and shall supersede all prior understandings and
agreements between the parties with respect to such subject matter.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


(g)           Nothing
herein express or implied, is intended to or shall be construed to confer upon or
give to any person, firm, corporation or legal entity, other than the parties
hereto and their affiliates, any interests, rights, remedies or other benefits
with respect to or in connection with any agreement or provision contained
herein or contemplated hereby.


 


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IN
WITNESS WHEREOF, the parties hereto have duly signed this Agreement as of the
day and year first above written.


	
   

  	
  SOFTBANK CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/  MASAYOSHI
  SON

  
	
   

  	
   

  	
   

  	
  Name:    Masayoshi Son

  
	
   

  	
   

  	
   

  	
  Title:      President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  YAHOO! INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /S/  TIMOTHY
  KOOGLE

  
	
   

  	
   

  	
   

  	
  Name:    Timothy Koogle 

  
	
   

  	
   

  	
   

  	
  Title:      President

  



 


Attachments:


 


Exhibit A 
Articles of Incorporation of the Company


Exhibit B 
Commercial Register of the Company


Exhibit C 
License Agreement


Exhibit D 
Milestones for Required Dividend Payments


 


 


 


 


 


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