Ninth Amendment to Territory License No. 10 between HERE North America, LLC and Telenav, Inc.

Summary

This amendment updates the existing Territory License No. 10 between HERE North America, LLC and Telenav, Inc. It adds new fees and terms for a specific program related to HERE Location Platform Services in North America. The amendment specifies the license fee, what is included in the fee, and the duration of each program subscription. All other terms of the original agreement remain unchanged. The amendment is effective as of the last signature date in January 2019.

EX-10.16.53 4 tnavex101653.htm EXHIBIT 10.16.53 Exhibit

HERE CONFIDENTIAL Exhibit 10.16.53+

CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [*****] INDICATES THAT INFORMATION HAS BEEN OMITTED .

NINTH AMENDMENT TO TERRITORY LICENSE NO. 10 ([*****] Navigation Applications)

This Ninth Amendment (the “Amendment”) to the Territory License No. 10, effective March 1, 2016 (“TL 10”), as amended, to the Data License Agreement (“Agreement”), dated December 1, 2002, by and between Telenav, Inc. (“Client”) and Navigation Technologies Corporation, which was subsequently assigned to HERE North America, LLC (f/k/a NAVTEQ North America, LLC) (collectively, “HERE”), is made and entered into as of the last signature date below (“Amendment Effective Date”). The Agreement and TL 10, and amendments thereto, are hereby referred to herein as the “Agreement.” Capitalized terms not otherwise defined in the body of this Amendment shall have the meanings set forth in the Agreement.

The parties agree to amend certain provisions of TL 10 with this Amendment as follows:


1.	The following fees are hereby added to the end of Section 3 of Exhibit D (Pricing) to TL 10 solely for [*****] program:



[**] –HERE Location Platform Services-[**]
Territory	LICENSE FEE*
North America Territory	$[*]

*Additional terms:

(i) The fees indicated above shall include a) the [*****] Copy, b) [*****] access to the HERE Location Platform Services and c) [*****] Updated Copy.

(ii) The [*****] fee indicated above is limited to [*****] that are designated as part of [*****] program.

(iii) Each [*****] program subscription shall expire [*****] from the activation date.


2.	Except as modified hereunder, all other terms and conditions of the Agreement shall stay in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their authorized representatives as of the Amendment Effective Date.

HERE NORTH AMERICA, LLC TELENAV, INC.

By: /s/ Greg Drescher By: /s/ Stuart Mar

Name: Greg Drescher Name: Stuart Mar

Title: Senior Legal Counsel Title: VP – Finance

Date: January 28, 2019 Date: 1/22/2019

HERE NORTH AMERICA, LLC

By: /s/ Simon Anolick

Name: Simon Anolick

Title: Director Legal Counsel

Date: January 28, 2019

[*****] Certain identified information denoted with an asterisk have been omitted from this exhibit because it is not material and would likely cause competitive harm to the Registrant if publicly disclosed.

Amendment 9 to TL 10 [Telenav, Inc.][PR-022121] Page 1 of 1