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AMENDMENT AND SUPPLEMENT TO THE DELIVERY AND LICENSE AGREEMENT AND THE SUPPORT AGREEMENT

License Agreement

AMENDMENT AND SUPPLEMENT TO THE DELIVERY AND LICENSE AGREEMENT AND THE SUPPORT AGREEMENT | Document Parties: INTERNATIONAL SECURITIES EXCHANGE, INC. | OMX (US) Inc. You are currently viewing:
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INTERNATIONAL SECURITIES EXCHANGE, INC. | OMX (US) Inc.

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Title: AMENDMENT AND SUPPLEMENT TO THE DELIVERY AND LICENSE AGREEMENT AND THE SUPPORT AGREEMENT
Date: 3/20/2006
Industry: Investment Services    

AMENDMENT AND SUPPLEMENT TO THE DELIVERY AND LICENSE AGREEMENT AND THE SUPPORT AGREEMENT, Parties: international securities exchange  inc. , omx (us) inc.
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EXHIBIT 10.17

 

This AMENDMENT AND SUPPLEMENT TO THE DELIVERY AND LICENSE AGREEMENT AND THE SUPPORT AGREEMENT is made as of December 14, 2005 (the “ Effective Date ”) between OMX (US) Inc. a New York corporation with its principal place of business at 140 Broadway, New York, NY 10005 (“ OMX ”), and International Securities Exchange, Inc., a Delaware corporation with its principal place of business at 60 Broad Street, New York, NY 10004 (“ ISE ”). OMX and ISE are hereinafter referred to collectively as the “ Parties ” or individually as a “ Party ”.

 

WITNESSETH:

 

WHEREAS, OMX’s parent corporation, OMX Technology AB (formerly OM Technology AB) and ISE have entered into a certain Delivery and License Agreement, dated as of March 1998, as amended in January 1999 (the “ DLA ”), and a certain Support Agreement, dated as of March 1998, as replaced in December 2003 (the “ SA ”), pursuant to which OMX provides to ISE with a license for, and support of, software systems;

 

WHEREAS, in light of certain business and technical factors, the Parties amended and supplemented the DLA and the SA pursuant to which OMX Technology AB granted ISE a broadened license to trade certain instruments in the US, as well as the right to expand such license to additional instruments both within the US and outside the US (the “Broadened License Agreement”);

 

WHEREAS, the obligations and rights conferred by those agreements were assigned in writing by OMX Technology AB to OMX in June 2004, and such assignment was accepted by ISE in exchange for other commercial considerations; and

 

WHEREAS, in light of additional business and technical factors, the Parties desire to amend the Broadened License Agreement, pursuant to which OMX grants ISE the right to request additional development of the software from OMX beyond what was granted in the Broadened License Agreement.

 

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained herein, the Parties hereby agree to amend and supplement the Broadened License Agreement, and otherwise maintain the Broadened License Agreement unchanged (except as otherwise agreed to in writing) as follows:

 

ARTICLE I

 

Definitions

 

1.01 Defined Terms . Capitalized terms used herein without definition shall have the meanings ascribed to them in the DLA, the SA or the Broadened License Agreement, as the case may be. The following capitalized terms, as used herein, shall have the meanings set forth below.

 

ARTICLE I

 

2.01 Section 3.03(b) Guaranteed Enhancement Fee shall be replaced in its entirety with:

 

(b) Guaranteed Enhancement Fee . ISE shall, upon the Effective Date, pay to OMX a Guaranteed Enhancement Fee of MUSD [***] (US $[***]), payable over a [***] period, as follows:

 

 

(i)

ISE shall pay MUSD [***] (US $[***]) on [***] (where ISE commits to consuming a minimum of $[***] worth of hours during the period [***] to [***]);

 

 

(ii)

ISE shall pay MUSD [***] (US $[***]) on [***] (where ISE commits to consuming a minimum of $[***] worth of hours during the period [***] to [***]). ISE shall be entitled to consume more than $[***] during this period, but shall be obligated to pay OMX at a flat rate of $[***] for such additional hours consumed. The resources made available under this Amendment and Supplement shall be approximately evenly distributed over the year. The use of resources and the scheduling of release


 
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