First Amendment to Sponsorship Agreement between PlanetRx.com, Inc. and iVillage Inc.

Summary

PlanetRx.com, Inc. and iVillage Inc. have amended their original Sponsorship Agreement dated September 3, 1999. The amendment updates iVillage's address, revises the online and offline promotional commitments, adjusts the number of required online impressions, and modifies payment terms and schedules. It also clarifies exclusivity provisions, ensuring PlanetRx remains iVillage's premier online pharmacy partner, and specifies that timely payments are required for iVillage to deliver advertising impressions. All other terms of the original agreement remain unchanged.

EX-10.2 4 0004.txt FIRST AMENDMENT TO SPONSORSHIP AGREEMENT FIRST AMENDMENT TO SPONSORSHIP AGREEMENT This FIRST AMENDMENT ("Amendment"), effective as of June 19, 2000, by and between PlanetRx.com, Inc., a Delaware Corporation ("PlanetRx") with its principal place of business located at 349 Oyster Point Blvd., Suite 201, San Francisco, CA 94080 and iVillage Inc., a Delaware Corporation with a business address at 212 Fifth Avenue, New York. New York 10010 ("iVillage"), hereby amends that certain Sponsorship Agreement, dated September 3, 1999 between PlanetRx and iVillage ("Agreement") as follows: 1. The address for iVillage Inc. stated in the first paragraph of the Agreement as "170 Fifth Avenue" shall be replaced with "212 Fifth Avenue." 2. Exhibit A to the Agreement entitled "Exhibit A: Online Carriage Plan" shall be replaced in its entirety with Exhibit A to the First Amendment entitled "Exhibit A Revised Online Carriage Plan", attached hereto and incorporated by reference (hereinafter referred to as "Revised Exhibit"). 3. In Paragraph 2 of the Agreement. (a) "a minimum of 950,000,000 online-impressions" shall be stricken and replaced with "a minimum of 582,416,667 online-impressions"; (b) "during the second 12 months, 298 million impressions" shall be stricken and replaced with "during the first month of the second 12 months (the month of September), 24,833,333 impressions and during the next eleven months of the second 12 months 136,583,334 for a total of 161,416,667 impressions for such twelve month period"; (c) "during the third 12 months, 462 million impressions" shall be stricken and replaced with "during the third 12 mouths, 231 million impressions". 4. Paragraph 3 of the Agreement, entitled "Off-line Promotions/Impressions Commitment", shall be stricken and replaced, with the following: "iVillage shall promote PlanetRx off-line in accordance with an off-line promotion plan to mutually agree in writing by the parties and attached hereto as Exhibit B, with such plan to include a specific minimum off-line impression commitment." 5. Paragraph 5 of the Agreement, entitled "Exclusivity", shall be stricken and replaced with the following: "Exclusivity. During the Term of this Agreement and as long as PlanetRx is not in breach of any agreement with iVillage, iVillage shall not accept promotional paid advertising from CVS.com and Drugstore.com and any successor sites of same; provided however, the foregoing shall not prohibit iVillage from completing its obligations under the Agreement described in Exhibit D. During the Term of this Agreement and as long as PlanetRx is not in breach of any agreement with iVillage, PlanetRx shall remain iVillage's premier on-line pharmacy partner and shall be the sole entity whose primary business is the online retailing of a broad array of prescription and over the counter medicinal products and health and beauty products (including but not limited to, Drugstore.com, CVS.com, GNC.com, Soma.com, healthquick.com, healthshop.com, mereckmedco.com, mybasics.com, durgemporium.com, express scripts/valuerx, enutrition, megarx, healthzone, homepharamacy, pcs health systems, acumins eckerds, homepharmacy, yourpharmacy.com, greentree.com, more.com, mothernature.com, selfcare.com, walgreens.com, vitaminshoppe.com and Rx.com) with respect to the following: A. placement on the iVillage NetworkHomepage (or successor site) homepage as part of the retail program; B. inclusion in dedicated member mailing services; and C. permanent placement on the shopping channel homepage (or successor site)." 6. The following subsections of Paragraph 6 of the Agreement, entitled "Payment", shall be stricken and replaced with the following: (a) "A. Subject to the terms of this Agreement, in consideration of the terms of this Agreement, PlanetRx agrees to pay iVillage a total amount of U.S. $9,270,812.50 as PlanetRx's total payment obligation under the Agreement, payable, as follows:" (b) "(ii) Year Two Payments: Total of U.S. $2,545,562,50, payable in monthly installments as follows: The first installment representing the first month of the second year shall be for a total of U.S.$391,625, due on or before September 1, 2000, with eleven subsequent installment payments of U.S. $195,812.50, each due on the first day of each of the following 11 months." (c) "(iii) Year Three Payments: Total of U.S. $3,575,250, payable in monthly installments, as follows: The first installment shall be for a total of U.S. $297,937.50 due on or before September 1, 2001, with eleven subsequent installments of U.S. $297,937.50, each due on the first day of the following 11 months." "C. All payments made via wire transfer should be directed as follows: Chase Manhattan Bank, 1411 Broadway, New York, New York 10018; Account name: iVillage Inc.: ABA# 021000021; Account #: 020-923406; Reference: PlanetRx. All payments made via check, should be sent to: iVillage Inc., 212 Fifth Avenue, New York, New York 10010; Attention: Accounts Receivable." 7. The following shall be appended after subsection C of Paragraph 6 of the Agreement, entitled "Payment": (a) "D. Timely payment by PlanetRx to iVillage in accordance with the terms and conditions of this Agreement is a prerequisite to the delivery of respective Impressions by iVillage. PlanetRx's failure to make timely payment in accordance with the terms and conditions of this Agreement shall be considered a material breach of this Agreement." With respect to previous payments made under the Agreement, PlanetRx and iVillage agree and acknowledge that PlanetRx has paid two million three hundred sixty two thousand five hundred dollars (U.S. $2,362,500) as of the effective date of this Amendment. Except as expressly modified in this Amendment, all terms and conditions of the Agreement shall remain unchanged and in full force and effect. 2 IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each executed and delivered this Amendment as of the date first above written. PlanetRx.com, Inc. iVillage Inc. Steve Valenzuela Steve Elkes - ---------------------------------- ---------------------------------- (Name) (Name) CFO Senior Vice President - ---------------------------------- ---------------------------------- (Title) (Title) 6/19/00 - ---------------------------------- ---------------------------------- (Date) (Date) /s/ Steve Valenzuela /s/ Steve Elkes - ---------------------------------- ---------------------------------- (Signature) (Signature) 3 Exhibit A: - ---------- Online - ------ Carriage Plan - -------------

Total 142,500,000 - ------------------------------------------------------------------------------------------------------------------------------------ Shopping Channel 4.5% 100.0% 42,750,000 Shopping Permanent placement on the 88X31 30.0% 12,825,000 Channel homepage of the shopping channel. Logo will be placed on the right hand side. Shopping Permanent placement in the form text: TBD 5.0% 2,137,500 Channel of a text link and a rotating logo: 88X31 branded logo on the front page of all relevant departments within the iVillage Shopping channel. Relevant departments include, but are not limited to, Beauty, Health and Sports, and Food and Drink. As new departments are developed, both parties will mutually argee upon whether PlanetRx is relevant. Shopping Placement on the top right hand 120X60 15.0% 6,412,500 Channel corner of the Shopping channel homepage. Placement will appear on 10% of pages views. This represents a 10% share of voice. Shopping ***Prominent presence in ALL iVillage: Lets 30.0% 12,825,000 Channel Utilitarian features throughout the Discuss shopping channel. Examples include Holiday Gift Guides, Gift Finders, Featured Products, Nicole's Finds and the gift Reminder Service. Also includes all other contextually relevant placements for Planet Rx within the Shopping Channel.

Shopping PlanetRx messaging will be placed iVillage: Lets 20.0% 8,550,000 Channel into the Shopping newsletter 6 Discuss times per year. Only those newsletters that are opened by the user will count toward the impression guarantee. Each mailing will have a minimum of 900 thousand newsletters. Total 42,750,000 - ------------------------------------------------------------------------------------------------------------------------------------ *Diet & Fitness / Beauty Channel 11.0% 100.0% 104,500,000 Diet & Permanent placement on the 100 30.0% 31,350,000 Fitness/Beauty Better Health homepage. characters Channel Placement will be below the "Don't (including Miss" box. spaces) Diet & Placement on the top right hand 120X60 3.0% 3,135,000 Fitness/Beauty corner of the Diet & Fitness and Channel Beauty channel homepages. Placement will appear on 10% of pages views. This represents a 10% share of voice. Diet & Prominent presence in ALL iVillage: Lets 15.0% 15,675,000 Fitness/Beauty Utilitarian features throughout the Discuss Channel Diet & Fitness and Beauty channels. Examples include the Health Calculator and Keyboard Yoga. Diet & Permanent Placement on a 120X60 7.5% 7,837,500 Fitness/Beauty minimum of 10 unique message Channel boards for the duration of the agreement. Appropriate message boards will be mutually agreed upon by both parties
Shopping PlanetRx messaging will be placed 1,710,000 2,682,000 1,452,750 4,158,000 2,702,700 Channel into the Shopping newsletter 6 times per year. Only those newsletters that are opened by the user will count toward the impression guarantee. Each mailing will have a minimum of 900 thousand newsletters. Total 8,550,000 13,410,000 9,107,625 20,790,000 15,696,450 - ------------------------------------------------------------------------------------------------------------------------------------ *Diet & Fitness / Beauty Channel 20,900,000 32,780,000 17,755,833 50,820,000 25,410,000 Diet & Permanent placement on the 6,270,000 9,834,000 5,326,750 15,246,000 7,623,000 Fitness/Beauty Better Health homepage. Channel Placement will be below the "Don't Miss" box. Diet & Placement on the top right hand 627,000 983,400 532,675 1,524,600 762,300 Fitness/Beauty corner of the Diet & Fitness and Channel Beauty channel homepages. Placement will appear on 10% of pages views. This represents a 10% share of voice. Diet & Prominent presence in ALL 3,135,000 4,917,000 2,663,375 7,623,000 3,811,500 Fitness/Beauty Utilitarian features throughout the Channel Diet & Fitness and Beauty channels. Examples include the Health Calculator and Keyboard Yoga. Diet & Permanent Placement on a 1,567,500 2,458,500 1,331,688 3,811,500 1,905,750 Fitness/Beauty minimum of 10 unique message Channel boards for the duration of the agreement. Appropriate message boards will be mutually agreed upon by both parties

Diet & PlanetRx messaging will be placed iVillage: Lets 5.0% 5,225,000 Fitness/Beauty into the Never Say Diet Discuss Channel and Fitness & Beauty newsletters 6 times per year each. Only those newsletters that are opened by the user will count toward the impression guarantee. Combined newsletter mailings will have a minimum of 500,000 newsletters. Diet & Permanent placement on relevant iVillage: Lets 39.5% 41,277,500 Fitness/Beauty pages under a "related products" Discuss Channel heading. Text link will be contextually integrated with content of page. Relevant pages will be mutually agreed upon by both parties Total 104,500,000 - ------------------------------------------------------------------------------------------------------------------------------------ iBaby/iMatern ity/Other iVillage commerce companies 4.5% 100.0% 42,750,000 iBaby/Imaterni Placement of the PlanetRx logo as iVillage: Lets 70.0% 29,925,000 ty/Other a preferred partner at the end of Discuss Shopping each shopping experience, I.e., order confirmation page, for each iVillage commerce company. iBaby/Imaterni Inclusion on the iBaby order iVillage: Lets 10.0% 4,275,000 ty/Other confirmation email for at least 5% Discuss Shopping of the time througthout the term of the agreement. iBaby/Imaterni PlanetRx messaging will be placed iVillage: Lets 20.0% 8,550,000 ty/Other into the monthly newsletters to Discuss Shopping iBaby members at least 4 times per year. Total 42,750,000 - ------------------------------------------------------------------------------------------------------------------------------------ Diet & PlanetRx messaging will be placed 1,045,000 1,639,000 887,792 2,541,000 1,270,500 Fitness/Beauty into the Never Say Diet Channel and Fitness & Beauty newsletters 6 times per year each. Only those newsletters that are opened by the user will count toward the impression guarantee. Combined newsletter mailings will have a minimum of 500,000 newsletters. Diet & Permanent placement on relevant 8,255,500 12,948,100 7,013,554 20,073,900 10,036,950 Fitness/Beauty pages under a "related products" Channel heading. Text link will be contextually integrated with content of page. Relevant pages will be mutually agreed upon by both parties Total 20,900,000 32,780,000 17,755,833 50,820,000 25,410,000 - ------------------------------------------------------------------------------------------------------------------------------------ iBaby/iMatern 8,550,000 13,410,000 7,263,750 20,790,000 10,395,000 ity/Other iVillage commerce companies iBaby/Imaterni Placement of the PlanetRx logo as 5,985,000 9,387,000 5,084,625 14,553,000 7,276,500 ty/Other a preferred partner at the end of Shopping each shopping experience, I.e., order confirmation page, for each iVillage commerce company. iBaby/Imaterni Inclusion on the iBaby order 855,000 1,341,000 726,375 2,079,000 1,039,500 ty/Other confirmation email for at least 5% Shopping of the time througthout the term of the agreement. iBaby/Imaterni PlanetRx messaging will be placed 1,710,000 2,682,000 1,452,750 4,158,000 2,079,000 ty/Other into the monthly newsletters to Shopping iBaby members at least 4 times per year. Total 8,550,000 13,410,000 7,263,750 20,790,000 10,395,000 - ------------------------------------------------------------------------------------------------------------------------------------

Network Wide Promotions Network Wide Inclusion into the Care Packages To be Extra Promotions for Women sweepstakes. Size of mutually prize supplied by PlanetRx will be agreed upon mutually agreed upon by the parties. Network Wide Inclusion into the holiday and To be Extra Promotions seasonal promotions. PlanetRx mutually will determine the size/make up of agreed upon promotions offered. - ------------------------------------------------------------------------------------------------------------------------------------ ROS 39.0% 100.0% 433,733,625 ROS ROS Banners served on a WWW: 468X60 67.5% 292,770,197 rotational basis thougthout the AOL: 234X60 iVillage network. Impressions will be concentrated in contextually relevant areas of the network ROS Buttons placed strategically 120X90 12.5% 54,216,703 thoughtout the iVillage network. Placements will be geared towards the concept of editorial adjacencies where targeted messaging can be placed adjacent ot relevant content ROS Placement in "Don't Miss" boxes. 100 15.0% 65,060,044 Placements will be placed characters strategically thoughtout the iVillage (including network. Placements will be spaces) geared towards the concept of editorial adjacencies where targeted messaging can be placed adjacent ot relevant content Network Wide Promotions Network Wide Inclusion into the Care Packages Extra Extra Extra Extra Extra Promotions for Women sweepstakes. Size of prize supplied by PlanetRx will be mutually agreed upon by the parties. Network Wide Inclusion into the holiday and Extra Extra Extra Extra Extra Promotions seasonal promotions. PlanetRx will determine the size/make up of promotions offered. - ------------------------------------------------------------------------------------------------------------------------------------ ROS 74,800,000 117,310,000 59,751,125 181,872,500 84,030,550 ROS ROS Banners served on a 50,490,000 79,184,250 40,332,009 122,763,938 56,720,621 rotational basis thougthout the iVillage network. Impressions will be concentrated in contextually relevant areas of the network ROS Buttons placed strategically 9,350,000 14,663,750 7,468,891 22,734,063 10,503,819 thoughtout the iVillage network. Placements will be geared towards the concept of editorial adjacencies where targeted messaging can be placed adjacent ot relevant content ROS Placement in "Don't Miss" boxes. 11,220,000 17,596,500 8,962,669 27,280,875 12,604,583 Placements will be placed strategically thoughtout the iVillage network. Placements will be geared towards the concept of editorial adjacencies where targeted messaging can be placed adjacent ot relevant content
ROS PlanetRx messaging will be placed 150 5.0% 21,686,681 throughout iVillage's suite of over characters 9 million newsletters emailed (including weekly and focused on all ivillage spaces) and newsletters. Placements will be 45 character located at the bottom of the HTML header. newsletters. Total 433,733,625 - ------------------------------------------------------------------------------------------------------------------------------------ Member Mailing 2.8% 100.0% 31,217,500 Member iVillage will distribute emails to 100.0% 31,217,500 Mailing membership base with PlanetRx messaging. PlanetRx will be the sole content provider of the emails. Emails will be sent 2 times per year. Total 100.0% 31,217,500 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ Total 99.8% 1,111,416,667 - ------------------------------------------------------------------------------------------------------------------------------------
ROS PlanetRx messaging will be placed 3,740,000 5,865,500 2,987,556 9,093,625 4,201,528 throughout iVillage's suite of over 9 million newsletters emailed weekly and focused on all ivillage newsletters. Placements will be located at the bottom of the HTML newsletters. Total 74,800,000 117,310,000 59,751,125 181,872,500 84,030,550 - ------------------------------------------------------------------------------------------------------------------------------------ Member Mailing 5,000,000 7,850,000 6,200,000 12,167,500 7,688,000 Member iVillage will distribute emails to 5,000,000 7,850,000 6,200,000 12,167,500 7,688,000 Mailing membership base with PlanetRx messaging. PlanetRx will be the sole content provider of the emails. Emails will be sent 2 times per year. Total 5,000,000 7,850,000 6,200,000 12,167,500 7,688,000 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ Total 99.8% 190,000,000 298,000,000 161,416,667 462,000,000 231,000,000 - ------------------------------------------------------------------------------------------------------------------------------------
*Overall ** Year 2 impressions to be ***Row 44, impressions in delivered according to the "utulitarian the Diet & following schedule. September 1- features of the Fitness and 30, 2000 = 24,833,333 Shopping Beauty impressions, October 1, 2000 - Channel" Channels August 31, 2001 = 136,583,334 impression section to be impressions. figures not to split 35% Diet be changed & Fitness from original Channel and contract 65% Beauty numbers Channel Exhibit B: - ---------- Off-Line - -------- Carriage Plan - -------------
Media Type Total # of Impressions ~~iVillage: Lets TV or Radio 50,000,000 Discuss~~ Media Type Year 1 Year 2 Year 2 Year 3 Year 3 - ----- ---- ------ ------ ------ ------ ------ Impressions Impressions Impressions Impressions Impressions ----------- ----------- ----------- ----------- ----------- Adjusted Adjusted -------- -------- ~~iVillage: Lets TV or Radio 10,000,000 15,000,000 7,500,000 25,000,000 7,500,000 Discuss~~