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Exhibit 10.70
Execution Copy
THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT A CONFIDENTIAL PORTION HAS BEEN OMITTED
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
COMMISSION: [****].
TWENTY-THIRD AMENDMENT TO AMENDED AND RESTATED
INTERACTIVE MARKETING AGREEMENT
This Twenty-Third Amendment to Amended and Restated Interactive Marketing Agreement ("Twenty-Third Amendment") is entered into by and
between AOL INC., a Delaware corporation (successor in interest to AOL LLC), with its principal place of business at 770 Broadway, New York, NY 10003
("AOL"), and GOOGLE INC., a Delaware corporation (successor-in-interest to Google Inc., a California corporation) with offices at 1600 Amphitheatre
Parkway, Mountain View, CA 94043 ("Google"), effective as of December 4, 2009 (the "Twenty-Third Amendment Effective Date"). AOL and Google
may be referred to individually as a "Party" and collectively as the "Parties".
INTRODUCTION
The Parties hereto wish to further amend that certain Amended and Restated Interactive Marketing Agreement effective as of October 1, 2003 (the
"IMA"), as amended previously by that certain First Amendment to the Amended and Restated Interactive Marketing Agreement effective as of
December 15, 2003 (the "First Amendment"), that Second Amendment to Amended and Restated Interactive Marketing Agreement effective as of March 30,
2004 (the "Second Amendment"), that Third Amendment to Amended and Restated Interactive Marketing Agreement effective as of April 7, 2004 (the
"Third Amendment"), that Fourth Amendment to Amended and Restated Interactive Marketing Agreement effective as of June 1, 2004 (the "Fourth
Amendment"), that Fifth Amendment to Amended and Restated Interactive Marketing Agreement effective as of June 14, 2004 (the "Fifth Amendment"),
that Sixth Amendment to Amended and Restated Interactive Marketing Agreement effective as of December 17, 2004 (the "Sixth Amendment"), that
Seventh Amendment to Amended and Restated Interactive Marketing Agreement effective as of March 28, 2005 (the "Seventh Amendment"), that Eighth
Amendment to Amended and Restated Interactive Marketing Agreement effective as of April 28, 2005 (the "Eighth Amendment"), that Ninth Amendment to
Amended and Restated Interactive Marketing Agreement effective as of December 15, 2005 (the "Ninth Amendment"), that Tenth Amendment to Amended
and Restated Interactive Marketing Agreement effective as of March 24, 2006 (the "Tenth Amendment"), that Eleventh Amendment to Amended and
Restated Interactive Marketing Agreement effective as of September 28, 2006 (the "Eleventh Amendment"), that Twelfth Amendment to Amended and
Restated Interactive Marketing Agreement effective as of December 15, 2006 (the "Twelfth Amendment"), that Thirteenth Amendment to Amended and
Restated Interactive Marketing Agreement effective as of January 12, 2007 (the "Thirteenth Amendment"), that Fourteenth Amendment to Amended and
Restated Interactive Marketing Agreement effective as of February 16, 2007 (the "Fourteenth Amendment"), that Fifteenth Amendment to Amended and
Restated Interactive Marketing Agreement effective as of March 2, 2007 (the "Fifteenth Amendment"), that Sixteenth Amendment to Amended and Restated
Interactive Marketing Agreement effective as of September 24, 2007 (the "Sixteenth Amendment"), that Seventeenth Amendment to Amended and Restated
Interactive Marketing Agreement effective as of February 29, 2008 (the "Seventeenth Amendment"), that Eighteenth Amendment to Amended and Restated
Interactive Marketing Agreement effective as of March 31, 2008 (the "Eighteenth Amendment'), that Nineteenth Amendment to Amended and Restated
Interactive Marketing Agreement effective as of April 30, 2008 (the "Nineteenth Amendment"), that Twentieth Amendment
GOOGLE & AOL CONFIDENTIAL 1 23rd Amendment Draft 12.08.09 v2