grant the Company (or Online BVI, to act on behalf of the Company) certain rights to provide co-marketing and co-branding activities, and (ii) expand the business relationship among the parties to this Agreement as they may mutually agree from time to time. 1 Source: TOM ONLINE INC, 20-F, 5/1/2006 AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties to this Agreement agree as follows: 1. DEFINITIONS In addition to the capitalized terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth below: 1.1 "Adjusted Net Revenue" means Gross Revenue less Direct Expenses. 1.2 "Affiliate" means in relation to any Person, any Subsidiary or Holding Company, and any company in which such Person or any such Holding Company holds or Controls directly or indirectly not less than 30% of the issued share capital. 1.3 "Affiliate Program" means a marketing and/or advertising affiliate program made generally available from time to time to third parties on non-negotiated and generally available terms by (i) Skype or (ii) any third party that contracts with Skype which (a) is not a Primarily PRC Based Service Provider and (b) operates in multiple international markets (which may include the PRC) ("Third Party Affiliate Partner"), in each case whereby other third parties are permitted to (x) in the case of a program made available by Skype, advertise the Skype Software and/or link to the Skype Site from Web Sites hosted and operated by such third parties, or (y) in the case of a program made available by a Third Party Affiliate Partner, (1) advertise the Skype Software together with such Third Party Affiliate Partner's software and/or (2) link to Web Sites hosted and operated by such Third Party Affiliate Partner, provided that, in each case, the arrangement with the Third