SEC Info℠  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Telenav, Inc. – ‘10-Q’ for 12/31/19 – ‘EX-10.16.65’

On:  Wednesday, 2/12/20, at 9:50pm ET   ·   As of:  2/13/20   ·   For:  12/31/19   ·   Accession #:  1474439-20-17   ·   File #:  1-34720

Previous ‘10-Q’:  ‘10-Q/A’ on 2/13/20 for 9/30/19   ·   Next:  ‘10-Q’ on 5/8/20 for 3/31/20   ·   Latest:  ‘10-Q’ on 2/5/21 for 12/31/20   ·   2 References:   

Find Words in Filings emoji
 		  in    Show  and   ↓Hints

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/13/20  Telenav, Inc.                     10-Q       12/31/19   87:11M

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.65M 
 2: EX-10.16.59  Material Contract                                  HTML     35K 
 3: EX-10.16.60  Material Contract                                  HTML     37K 
 4: EX-10.16.61  Material Contract                                  HTML     39K 
 5: EX-10.16.62  Material Contract                                  HTML     81K 
 6: EX-10.16.63  Material Contract                                  HTML     48K 
 7: EX-10.16.64  Material Contract                                  HTML     33K 
 8: EX-10.16.65  Material Contract                                  HTML     35K 
 9: EX-10.27.7  Material Contract                                   HTML     38K 
10: EX-31.1     Certification -- §302 - SOA'02                      HTML     34K 
11: EX-31.2     Certification -- §302 - SOA'02                      HTML     34K 
12: EX-32.1     Certification -- §906 - SOA'02                      HTML     28K 
13: EX-32.2     Certification -- §906 - SOA'02                      HTML     28K 
22: R1          Cover Page                                          HTML     78K 
65: R2          Condensed Consolidated Balance Sheets               HTML    144K 
73: R3          Condensed Consolidated Balance Sheets               HTML     48K 
                (Parenthetical)                                                  
49: R4          Condensed Consolidated Statements of Operations     HTML    151K 
25: R5          Condensed Consolidated Statements of Comprehensive  HTML     57K 
                Income (Loss)                                                    
67: R6          Condensed Consolidated Statements of Stockholders'  HTML    104K 
                Equity                                                           
76: R7          Condensed Consolidated Statements of Cash Flows     HTML    148K 
52: R8          Summary of business and significant accounting      HTML    123K 
                policies                                                         
20: R9          Net income (loss) per share                         HTML     89K 
83: R10         Cash, cash equivalents and short-term investments   HTML    207K 
58: R11         Fair value of financial instruments                 HTML    140K 
33: R12         Leases                                              HTML     38K 
42: R13         Balance sheet information                           HTML     62K 
82: R14         Deferred revenue and remaining performance          HTML     38K 
                obligations                                                      
57: R15         Commitments and contingencies                       HTML     32K 
32: R16         Stock-based compensation                            HTML    131K 
41: R17         Stock repurchase program                            HTML     30K 
81: R18         Income taxes                                        HTML     35K 
59: R19         Sale of Ads Business                                HTML     87K 
27: R20         Subsequent events                                   HTML     30K 
55: R21         Summary of business and significant accounting      HTML     56K 
                policies (Policies)                                              
80: R22         Summary of business and significant accounting      HTML    102K 
                policies (Tables)                                                
72: R23         Net income (Loss) Per Share (Tables)                HTML     88K 
26: R24         Cash, cash equivalents and short-term investments   HTML    205K 
                (Tables)                                                         
54: R25         Fair value of financial instruments (Tables)        HTML    123K 
79: R26         Leases (Tables)                                     HTML     36K 
71: R27         Balance sheet information (Tables)                  HTML     61K 
28: R28         Deferred revenue and remaining performance          HTML     50K 
                obligations (Tables)                                             
53: R29         Stock-based compensation (Tables)                   HTML    129K 
37: R30         Sale of Ads Business (Tables)                       HTML     89K 
30: R31         Summary of business and significant accounting      HTML     27K 
                policies - Description of Business (Details)                     
60: R32         Summary of business and significant accounting      HTML     45K 
                policies - Disaggregation of Revenue (Details)                   
84: R33         Summary of business and significant accounting      HTML     28K 
                policies - Contract Assets (Details)                             
39: R34         Summary of business and significant accounting      HTML     41K 
                policies - Deferred Costs (Details)                              
31: R35         Summary of business and significant accounting      HTML     45K 
                policies - Concentration of Risk and Significant                 
                Customers (Details)                                              
61: R36         Summary of business and significant accounting      HTML     29K 
                policies - Restricted Cash (Details)                             
85: R37         Summary of business and significant accounting      HTML     52K 
                policies - Accumulated Other Comprehensive Income                
                (Loss), Net of Tax (Details)                                     
40: R38         Summary of business and significant accounting      HTML     32K 
                policies - Leases (Details)                                      
29: R39         Net income (Loss) Per Share (Details)               HTML     96K 
48: R40         Cash, cash equivalents and short-term investments   HTML    106K 
                - Summary of cash, cash equivalents and short-term               
                investments (Details)                                            
23: R41         Cash, cash equivalents and short-term investments   HTML     74K 
                - Summary of Fair Value and Unrealized Loss                      
                Position (Details)                                               
64: R42         Cash, cash equivalents and short-term investments   HTML     47K 
                - Summary of cost and estimated fair value of                    
                short-term investments (Details)                                 
74: R43         Fair value of financial instruments Fair Value of   HTML    106K 
                Financial Instruments (Details)                                  
50: R44         Fair value of financial instruments Additional      HTML     62K 
                Information (Details)                                            
24: R45         Leases Schedule of operating lease maturity         HTML     42K 
                (Details)                                                        
68: R46         Leases Additional Information (Details)             HTML     35K 
75: R47         Balance sheet information - Intangibles, Other      HTML     86K 
                Assets and Accrued Expenses (Details)                            
51: R48         Deferred revenue and remaining performance          HTML     39K 
                obligations - Contract with customer, liability                  
                (Details)                                                        
21: R49         Deferred revenue and remaining performance          HTML     36K 
                obligations - Performance Obligation (Details)                   
35: R50         Commitments and contingencies (Details)             HTML     26K 
46: R51         Stock-based compensation - Summary of stock option  HTML     80K 
                activity (Details)                                               
87: R52         Stock-based compensation - Summary of RSU activity  HTML     49K 
                (Details)                                                        
63: R53         Stock-based compensation - PSU (Details)            HTML     52K 
34: R54         Stock-based compensation - Narrative (Details)      HTML     45K 
45: R55         Stock-based compensation - Summary of shares        HTML     49K 
                available for grant activity (Details)                           
86: R56         Stock-based compensation - Employee Stock Purchase  HTML     31K 
                Plans (Details)                                                  
62: R57         Stock-based compensation - Summary of stock-based   HTML     34K 
                compensation expense (Details)                                   
36: R58         Stock-based compensation - Assumptions used to      HTML     41K 
                estimate weighted average fair value of options                  
                (Details)                                                        
44: R59         Stock repurchase program (Details)                  HTML     49K 
78: R60         Income taxes (Details)                              HTML     42K 
70: R61         Sale of Ads Business Reconciliation of carrying     HTML     88K 
                amounts of major classes of assets and liabilities               
                (Details)                                                        
19: R62         Sale of Ads Business Reconciliations of the major   HTML     68K 
                line items constituting loss from operations                     
                (Details)                                                        
47: R63         Sale of Ads Business Additional Information         HTML     46K 
                (Details)                                                        
77: R64         Subsequent events (Details)                         HTML     41K 
43: XML         IDEA XML File -- Filing Summary                      XML    147K 
38: XML         XBRL Instance -- tnav1231201910q_htm                 XML   2.61M 
56: EXCEL       IDEA Workbook of Financial Reports                  XLSX     84K 
15: EX-101.CAL  XBRL Calculations -- tnav-20191231_cal               XML    308K 
16: EX-101.DEF  XBRL Definitions -- tnav-20191231_def                XML    619K 
17: EX-101.LAB  XBRL Labels -- tnav-20191231_lab                     XML   1.76M 
18: EX-101.PRE  XBRL Presentations -- tnav-20191231_pre              XML   1.03M 
14: EX-101.SCH  XBRL Schema -- tnav-20191231                         XSD    165K 
66: JSON        XBRL Instance as JSON Data -- MetaLinks              367±   579K 
69: ZIP         XBRL Zipped Folder -- 0001474439-20-000017-xbrl      Zip    384K

‘EX-10.16.65’   —   Material Contract

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 <!   C:   C: 
  Exhibit  
HERE CONFIDENTIAL
EX. 10.16.65+     
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.


TWENTY-FIRST AMENDMENT TO THE DATA LICENSE AGREEMENT
This Twenty-First Amendment (“Twenty-First Amendment”) to the Data License Agreement (“Agreement”) dated December 1, 2002, by and between TeleNav, Inc. (formerly known as Televigation, Inc.; collectively referred to herein as “Client” or “LICENSEE”) and Navigation Technologies Corporation (“NTC”), which was subsequently assigned by NTC to HERE North America, LLC (f/k/a NAVTEQ North America, LLC) (collectively “HERE”), is made and entered into as of the date of last signature below (“Twenty-First Amendment Effective Date”). Capitalized terms not otherwise defined in the body of this Twenty-First Amendment shall have the meanings set forth in the Agreement.
WHEREAS, HERE and Client desire to amend certain provisions of the Agreement with this Twenty-First Amendment;
WHEREFORE, the parties agree as follows:
1.
Amendment Term. The term of this Twenty-First Amendment (the “Twenty-First Amendment Term”) shall be co-terminous with the Agreement.
Single Compilation License Grant. For purposes of this Twenty-First Amendment and for the duration of the Twenty-First Amendment Term only, the following is hereby added as new Section 4.7 of the Agreement:
“4.7     Single Compilation License Grant
Notwithstanding anything to the contrary under the Agreement:
(a)    License for Single Compilation. Subject to Client’s compliance with the terms and conditions set forth in the Agreement, HERE hereby grants Client a non-exclusive, non-transferable, non-sublicensable (except as otherwise permitted herein), restricted right during the Term of the Agreement to use the HERE Materials in a Single Compilation. “HERE Materials” shall consist of any Data for any Territory (and all combinations thereof) for which HERE has granted Client the right to use and distribute such Data for use in Applications under the Agreement (including any Territory License and/or amendment thereto).

As used herein, “Single Compilation” shall mean the compilation of HERE Materials into Client’s own proprietary data format. For clarity, Client has the right to include any portion or all of HERE Materials in the Copies distributed to End User but shall make accessible to End Users only that Compiled Data for which Client pays the License Fees described in the applicable pricing exhibit of each such Territory License. Client’s right to use HERE Materials in a Single Compilation is expressly conditioned on Client restricting access to the HERE Materials by an End User to only the Data used within Applications as licensed under any Territory License to the Agreement.

(b)     Audit Rights.
HERE shall have the right, at its own expense, on reasonable notice and not more than once [*****], to inspect and audit: (1) OEM head units, but only as each OEM head unit has been commercially launched by OEM (and therefore in the public domain); or (2) equivalent hardware to the OEM head unit if such unit has not yet been commercially launched, for which Client shall reasonably and fully cooperate with HERE, in both cases at Client’s location during normal business hours in order to verify Client’s compliance with the terms and conditions set forth herein and to verify the amount of License Fees and other charges due to HERE. All provisions of Section 5.9, Right to Audit, shall apply.”

2.
For avoidance of doubt, nothing stated herein shall in any way affect Client’s license rights to the Data used within Applications licensed under any Territory License to the Agreement.
3.
Except as otherwise modified herein, the terms of the Agreement shall remain in full force and effect.

[*****] 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 21 to Telenav DLA_06DEC2018_CR    Page 1 of 2
PR 022479
HERE CONFIDENTIAL
EX. 10.16.65+     
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.


*         *         *
IN WITNESS WHEREOF, the parties have caused this Twenty-First Amendment to be executed by their authorized representatives as of the Twenty-First Amendment Effective Date.
HERE NORTH AMERICA, LLC     TELENAV, INC.
By:    /s/ Simon Anolick        By:    /s/ Adeel Manzoor                    
Name:    Simon Anolick        Name:    Adeel Manzoor                    
Title:    Director Legal Counsel        Title:    CFO                        
Date:    December 6, 2019 | 7:44 AM PST        Date:    12/18/2019                    

HERE NORTH AMERICA, LLC     
By:    /s/ Adil Musabji        
Name:    Adil Musabji        
Title:    Senior Patent Attorney        
Date:    December 6, 2019 | 7:50 AM PST            




[*****] 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 21 to Telenav DLA_06DEC2018_CR    Page 2 of 2
PR 022479

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed as of:2/13/2010-Q/A,  8-K
Filed on:2/12/208-K/A
For Period end:12/31/19NT 10-Q
12/6/19
12/1/02
 List all Filings 

2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/26/20  Telenav, Inc.                     10-K/A      6/30/20   12:1.4M                                   Donnelley … Solutions/FA
 8/21/20  Telenav, Inc.                     10-K        6/30/20  113:16M
↑Top
Filing Submission 0001474439-20-000017   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Fri., May 10, 4:50:01.1am ET