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

Telenav, Inc. – ‘10-Q’ for 3/31/20 – ‘EX-10.16.66’

On:  Friday, 5/8/20, at 4:47pm ET   ·   For:  3/31/20   ·   Accession #:  1474439-20-23   ·   File #:  1-34720

Previous ‘10-Q’:  ‘10-Q’ on 2/13/20 for 12/31/19   ·   Next:  ‘10-Q’ on 11/5/20 for 9/30/20   ·   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

 5/08/20  Telenav, Inc.                     10-Q        3/31/20   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   1.73M 
 2: EX-10.1.1   Material Contract                                   HTML    101K 
 3: EX-10.16.66  Material Contract                                  HTML     46K 
 4: EX-10.16.67  Material Contract                                  HTML     42K 
 5: EX-10.16.68  Material Contract                                  HTML     81K 
 6: EX-10.26.33  Material Contract                                  HTML     54K 
 7: EX-10.27.8  Material Contract                                   HTML     45K 
 8: EX-10.50.1  Material Contract                                   HTML    102K 
 9: EX-31.1     Certification -- §302 - SOA'02                      HTML     33K 
10: EX-31.2     Certification -- §302 - SOA'02                      HTML     33K 
11: EX-32.1     Certification -- §906 - SOA'02                      HTML     27K 
12: EX-32.2     Certification -- §906 - SOA'02                      HTML     27K 
19: R1          Cover Page                                          HTML     77K 
67: R2          Condensed Consolidated Balance Sheets               HTML    144K 
74: R3          Condensed Consolidated Balance Sheets               HTML     47K 
                (Parenthetical)                                                  
47: R4          Condensed Consolidated Statements of Operations     HTML    151K 
18: R5          Condensed Consolidated Statements of Comprehensive  HTML     56K 
                Income (Loss)                                                    
66: R6          Condensed Consolidated Statements of Stockholders'  HTML    120K 
                Equity                                                           
73: R7          Condensed Consolidated Statements of Cash Flows     HTML    154K 
44: R8          Summary of business and significant accounting      HTML    124K 
                policies                                                         
20: R9          Net income (loss) per share                         HTML     92K 
76: R10         Cash, cash equivalents and short-term investments   HTML    200K 
64: R11         Fair value of financial instruments                 HTML    142K 
22: R12         Leases                                              HTML     38K 
46: R13         Balance sheet information                           HTML     62K 
75: R14         Deferred revenue and remaining performance          HTML     37K 
                obligations                                                      
63: R15         Commitments and contingencies                       HTML     31K 
21: R16         Stock-based compensation                            HTML    133K 
45: R17         Stock repurchase program                            HTML     30K 
72: R18         Income taxes                                        HTML     36K 
65: R19         Sale of Ads Business                                HTML     87K 
35: R20         Sale of intellectual property and workforce         HTML     31K 
43: R21         Summary of business and significant accounting      HTML     60K 
                policies (Policies)                                              
86: R22         Summary of business and significant accounting      HTML    102K 
                policies (Tables)                                                
60: R23         Net income (Loss) Per Share (Tables)                HTML     91K 
34: R24         Cash, cash equivalents and short-term investments   HTML    198K 
                (Tables)                                                         
42: R25         Fair value of financial instruments (Tables)        HTML    120K 
85: R26         Leases (Tables)                                     HTML     35K 
59: R27         Balance sheet information (Tables)                  HTML     62K 
36: R28         Deferred revenue and remaining performance          HTML     49K 
                obligations (Tables)                                             
41: R29         Stock-based compensation (Tables)                   HTML    130K 
48: R30         Sale of Ads Business (Tables)                       HTML     89K 
24: R31         Summary of business and significant accounting      HTML     27K 
                policies - Description of Business (Details)                     
61: R32         Summary of business and significant accounting      HTML     45K 
                policies - Disaggregation of Revenue (Details)                   
70: R33         Summary of business and significant accounting      HTML     28K 
                policies - Contract Assets (Details)                             
49: R34         Summary of business and significant accounting      HTML     40K 
                policies - Deferred Costs (Details)                              
25: R35         Summary of business and significant accounting      HTML     44K 
                policies - Concentration of Risk and Significant                 
                Customers (Details)                                              
62: R36         Summary of business and significant accounting      HTML     28K 
                policies - Restricted Cash (Details)                             
71: R37         Summary of business and significant accounting      HTML     51K 
                policies - Accumulated Other Comprehensive Income                
                (Loss), Net of Tax (Details)                                     
50: R38         Summary of business and significant accounting      HTML     32K 
                policies - Leases (Details)                                      
23: R39         Net income (Loss) Per Share (Details)               HTML    101K 
37: R40         Cash, cash equivalents and short-term investments   HTML    105K 
                - Summary of cash, cash equivalents and short-term               
                investments (Details)                                            
31: R41         Cash, cash equivalents and short-term investments   HTML     74K 
                - Summary of Fair Value and Unrealized Loss                      
                Position (Details)                                               
56: R42         Cash, cash equivalents and short-term investments   HTML     47K 
                - Summary of cost and estimated fair value of                    
                short-term investments (Details)                                 
83: R43         Fair Value of Financial Instruments (Details)       HTML    103K 
38: R44         Fair value of financial instruments - Additional    HTML     87K 
                Information (Details)                                            
32: R45         Leases - Schedule of operating lease maturity       HTML     41K 
                (Details)                                                        
57: R46         Leases - Additional Information (Details)           HTML     35K 
84: R47         Balance sheet information - Intangibles, Other      HTML     77K 
                Assets and Accrued Expenses (Details)                            
39: R48         Deferred revenue and remaining performance          HTML     38K 
                obligations - Contract with customer, liability                  
                (Details)                                                        
30: R49         Deferred revenue and remaining performance          HTML     36K 
                obligations - Performance Obligation (Details)                   
27: R50         Commitments and contingencies (Details)             HTML     28K 
53: R51         Stock-based compensation - Summary of stock option  HTML     80K 
                activity (Details)                                               
79: R52         Stock-based compensation - Summary of RSU activity  HTML     49K 
                (Details)                                                        
69: R53         Stock-based compensation - PSU (Details)            HTML     66K 
26: R54         Stock-based compensation - Narrative (Details)      HTML     44K 
52: R55         Stock-based compensation - Summary of shares        HTML     51K 
                available for grant activity (Details)                           
78: R56         Stock-based compensation - Employee Stock Purchase  HTML     30K 
                Plans (Details)                                                  
68: R57         Stock-based compensation - Summary of stock-based   HTML     36K 
                compensation expense (Details)                                   
28: R58         Stock-based compensation - Assumptions used to      HTML     40K 
                estimate weighted average fair value of options                  
                (Details)                                                        
51: R59         Stock-based compensation - Assumptions used to      HTML     37K 
                value ESPP purchase rights (Details)                             
81: R60         Stock repurchase program (Details)                  HTML     50K 
55: R61         Income taxes (Details)                              HTML     42K 
33: R62         Sale of Ads Business - Reconciliation of carrying   HTML     88K 
                amounts of major classes of assets and liabilities               
                (Details)                                                        
40: R63         Sale of Ads Business - Reconciliations of the       HTML     68K 
                major line items constituting loss from operations               
                (Details)                                                        
80: R64         Sale of Ads Business - Additional Information       HTML     46K 
                (Details)                                                        
54: R65         Sale of intellectual property and workforce         HTML     37K 
                (Details)                                                        
29: XML         IDEA XML File -- Filing Summary                      XML    149K 
87: XML         XBRL Instance -- tnav331202010q_htm                  XML   2.71M 
77: EXCEL       IDEA Workbook of Financial Reports                  XLSX     89K 
14: EX-101.CAL  XBRL Calculations -- tnav-20200331_cal               XML    308K 
15: EX-101.DEF  XBRL Definitions -- tnav-20200331_def                XML    751K 
16: EX-101.LAB  XBRL Labels -- tnav-20200331_lab                     XML   1.78M 
17: EX-101.PRE  XBRL Presentations -- tnav-20200331_pre              XML   1.08M 
13: EX-101.SCH  XBRL Schema -- tnav-20200331                         XSD    171K 
82: JSON        XBRL Instance as JSON Data -- MetaLinks              370±   583K 
58: ZIP         XBRL Zipped Folder -- 0001474439-20-000023-xbrl      Zip    429K 


‘EX-10.16.66’   —   Material Contract


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



 <!   C:   C: 
  Exhibit  
EX 10.16.66+
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.

[*****] LICENSE SUPPLEMENT
 
1.    Parties
Customer Name: Telenav, Inc.
Registered Address: 4655 Great America Parkway, Suite 300, Santa Clara, CA 95054 (“Customer”)
Customer business contact: [*****]
Customer technical contact: [*****]
 
HERE North America, LLC, 425 W. Randolph Street, Chicago, IL 60606-1530, U.S.A. Attention: Legal Department. Phone: +1-312-894-7000 (“HERE”)
 
2.    HERE Reference
Quote-[*****]
 
3.    Introduction
This Supplement (the “Supplement”) is governed by and incorporates the General Terms and Conditions executed contemporaneously herewith between the parties (collectively herein the “GLA”). The Parties enter into this License Supplement to agree on: 1) territory for which HERE licenses the Licensed Materials to Customer; 2) the identification of such Licensed Materials; 3) applications for use of which such Licensed Materials are authorized; and 4) fees payable by Customer to HERE. In case and to the extent of a conflict between the Supplement and the GLA, this Supplement prevails.
 
4.    Effective Date
 
 
5.    Term
This Supplement shall be perpetual in nature provided however, that it shall terminate in the event that Customer fails to cure a breach within [*****] days of written notice thereof.
 
6.    Addition/Replacement
 
 
7.    Licensed Materials
The following shall additionally be considered Licensed Materials under the GLA:

•    [*****];

as well as (a) all materials provided by HERE to Licensee in connection therewith; (b) [*****].
all provided as further described at https://developer.here.com/documentation or in additional documentation that HERE may provide from time to time.
 
8.    Permitted Use Cases, Applications and Restrictions (“Business Purpose”)
Customer may use the Licensed Materials solely to [*****].
Customer may use the Licensed Materials for [*****].
Commercial use of any other HERE Map Data is not included. Any commercial use of HERE Map Data with any software that Customer develops will be quoted and contracted separately. 
 
9.    Fees.
For access to and use of the Licensed Materials as set forth herein, Customer shall pay to HERE:
•    [*****].
•    [*****]
Fees shall be payable as set forth in the Payment section.
 

[*****] 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.
TN_[*****]_031120    Page 1 of 3 _FINAL     CONFIDENTIAL

EX 10.16.66+
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.

10.    Reporting
Without limiting any reporting or records obligation under the GLA, Customer’s [*****]reporting shall [*****] the Licensed Materials [*****] as well as any information sufficient to demonstrate the scope of use and distribution of the Licensed Materials.
 
11.    Additional Terms
In view of[*****], the following terms shall apply notwithstanding any language to the contrary:
The [*****] shall be treated as [*****] confidential information and made available on an ‘as is’ basis without any representations or warranties of any kind and are not subject to any Service Level Agreements or support obligations of the GLA.
Under this Supplement, HERE shall offer only nominal ancillary support for the [*****] itself and shall not provide support of any kind for Customer’s permitted uses of the [*****]. In the event that as of [*****] completion of the [*****] is no longer technically feasible, Customer shall be entitled, at its sole option, to terminate this Supplement and obtain a full refund of the [*****].
License, access and use of [*****] shall: a) be restricted to Customer’s employees and subcontractors that “need to know” in connection with the Business Purpose; b) be limited to the named Customer and Affiliates only; and c) not be sublicensed, assigned or transferred except as set forth in the GLA..

Notwithstanding any language to the contrary, Customer shall be permitted to create derivative works from the [*****] solely in connection with the Business Purpose, which derivative works shall, solely to the extent of such differences or modifications from the [*****]: (i) be considered Customer Confidential Information that Customer shall be under no obligation to disclose or return to HERE, and (ii) be solely owned by Customer, subject to HERE’s underlying ownership of the [*****]. Customer shall be entitled to (i) inform its partners and customers that its infotainment and navigation software product(s) have been created using the HERE [*****]; and (ii) license derivative works on terms of its own choosing (subject to the [*****] and reporting obligations hereunder).

Upon termination of this Supplement, upon HERE's written request, Customer shall provide written certification that all copies of the [*****] have been returned or destroyed subject to retention of normal backup files and other reasonable record retention obligations. Any [*****] so retained shall remain subject to the GLA confidentiality obligations.

Customer acknowledges: a) the value of the [*****], b) that a breach or threatened breach of its obligations hereunder would result in irreparable harm to Here, and c) that in seeking enforcement of its rights, HERE is entitled to remedies at law as well as to injunctive or other equitable relief without the need to post a bond.

The parties agree to work diligently towards the execution of a commercial agreement for HERE Map Data as referenced in Section 8.
 

[*****] 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.
TN_[*****]_031120    Page 2 of 3 _FINAL     CONFIDENTIAL

EX 10.16.66+
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.

12.    Payment
Following the Effective Date, HERE will invoice Customer as follows:
The initial payment of [*****] shall be invoiced on [*****] (“Initial Payment”); and a second payment of [*****] shall be invoiced 5 business days after HERE, based on an objective and reasonable belief, certifies completion of the work defined in the separate [*****], which is scheduled for [*****] (“Second Payment”).
All payments are due [*****] days from the invoice date in USD.
 
            
Agreed and accepted as of the Effective Date by each Party’s authorized representatives:

Customer
Signature: /s/ Adeel Manzoor
Titles: CFO
 
HERE
Signature: /s/ Adil Musabji /s/ Simon Anolick
Title: Senior Patent Attorney Director Legal Counsel
Date: March 16, 2020 | 8:21 AN PDT March 16, 2020 | 8:54 AM PDT
 
* * *


[*****] 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.
TN_[*****]_031120    Page 3 of 3 _FINAL     CONFIDENTIAL

Dates Referenced Herein

This ‘10-Q’ Filing    Date    Other Filings
Filed on:5/8/20None on these Dates
For Period end:3/31/20
3/16/20
3/13/20
 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 0001474439-20-000023   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Sat., Apr. 27, 7:58:41.1pm ET