Form 8-K
8-K — Cboe Global Markets, Inc.
Accession: 0001104659-26-111989
Filed: 2026-09-29
Period: 2026-09-28
CIK: 0001374310
SIC: 6200 (SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES)
Item: Entry into a Material Definitive Agreement
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — tm2626203d1_8k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (tm2626203d1_ex10-1.htm)
EX-10.2 — EXHIBIT 10.2 (tm2626203d1_ex10-2.htm)
EX-10.3 — EXHIBIT 10.3 (tm2626203d1_ex10-3.htm)
EX-99.1 — EXHIBIT 99.1 (tm2626203d1_ex99-1.htm)
EX-99.2 — EXHIBIT 99.2 (tm2626203d1_ex99-2.htm)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 28, 2026
Cboe Global Markets, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
(State or other jurisdiction of incorporation)
001-34774
20-5446972
(Commission File Number)
(IRS Employer Identification No.)
433 West Van Buren Street
Chicago, Illinois 60607
(Address and Zip Code of Principal Executive
Offices)
Registrant's telephone number, including
area code (312) 786-5600
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Trading
Symbol
Name of each exchange on which registered:
Common
Stock, par value of $0.01 per share
CBOE
CboeBZX
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 28, 2026 (the
“Effective Date”), Cboe Exchange, Inc. (“Cboe”), a subsidiary of Cboe Global Markets, Inc. (the “Company”),
entered into a Master License Agreement (the “MLA”) and a certain Order No. 1-1 (“Order 1”) and Order No. 2-1
entered into thereunder (“Order 2” and, together with the MLA and Order 1, the “Agreement”) with S&P Opco,
LLC and certain of its affiliates (collectively, “S&P”), pursuant to which the parties have agreed to extend, supersede,
continue, expand and replace certain rights, licenses and obligations of each party presently provided for pursuant to the Restated License
Agreement, dated November 1, 1994, between Cboe and S&P Dow Jones Indices LLC (as amended). The Agreement shall be effective from
the Effective Date until December 31, 2051.
In consideration for certain
updated license fees (which shall take effect from January 1, 2027) to be calculated on a per-contract basis, the Agreement provides for
the extension of the grant of (a) certain rights and licenses from S&P to Cboe and its affiliates to exclusively use the S&P 500
index and certain S&P marks set forth in Order 1 to (i) create, issue, list, trade, clear and settle standardized option contracts
on Cboe’s markets in the United States and (ii) market and promote such standardized option contracts, and (b) certain cross-licenses
and other rights from each party to the other party in and to certain intellectual property to derive, maintain, publish, calculate and
disseminate certain Volatility Indices, BuyWrite Indices and Variance Indicators set forth in Order 2, including, in the case of Cboe,
in connection with the creation, issuing, listing, trading, clearing and settling of standardized option contracts and other financial
products.
The foregoing description
does not purport to be complete and is qualified in its entirety by reference to the MLA, Order 1 and Order 2, which are filed with this
Current Report on Form 8-K as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.
Item 7.01. REGULATION FD
DISCLOSURE.
On September 29, 2026, the
Company and S&P Dow Jones Indices LLC issued a joint press release, and the Company individually issued a press release, in connection
with the entry into of the Agreement described in Item 1.01 of this Current Report on Form 8-K. Copies of the press releases are attached
as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.
The information contained
in this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
and are not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit
Number
Description
10.1 +*
Master License Agreement, dated as of September 28, 2026, by and between Cboe Exchange, Inc. and S&P Opco, LLC (and, solely for purposes
of Section 13.4 thereof, S&P Dow Jones Indices LLC and DJI Opco, LLC)
10.2 +*
Order No. 1-1 to the Master License Agreement, dated as of September 28, 2026, by and between Cboe Exchange, Inc. and S&P Opco, LLC
10.3 +
Order No. 2-1 to the Master License Agreement, dated as of September 28, 2026, by and between Cboe Exchange, Inc. and S&P Opco, LLC
99.1
Press Release issued by Cboe Global Markets, Inc. on September 29, 2026
99.2
Press Release issued by Cboe Global Markets, Inc. and S&P Dow Jones Indices LLC on September 29, 2026
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)
+ Portions of this exhibit have been omitted pursuant to Item 601(b)(10)
of Regulation S-K because they both (i) are not material and (ii) contain the type of information that the Company customarily and actually
treats as private or confidential. Such omitted information is indicated by brackets with three asterisks “[***]” in this
exhibit.
* Certain personally identifiable information has been omitted from
this exhibit pursuant to Item 601(a)(6) of Regulation S-K. Such omitted information is indicated by brackets with one asterisk “[*]”
in this exhibit.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CBOE GLOBAL MARKETS, INC.
By:
/s/ Jill M. Griebenow
Jill M. Griebenow
Executive Vice President and Chief Financial Officer
Dated: September 29, 2026
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2626203d1_ex10-1.htm · Sequence: 2
Exhibit 10.1
CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS
EXHIBIT PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS
AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED PURSUANT TO ITEM 601(B)(10). “[*]” INDICATES
THAT PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN REDACTED PURSUANT TO ITEM 601(A)(6) OF REGULATION S-K.
EXECUTION COPY
MASTER LICENSE AGREEMENT
This Master License Agreement (this “Master
Agreement”) is entered into effective as of September 28, 2026 (the “Effective Date”) between:
(I) S&P Opco, LLC, a New York
limited liability company having an office at 55 Water Street, New York, New York 10041 (“S&P”);
(II) Cboe Exchange, Inc., a
Delaware corporation having an office at 433 West Van Buren Street, Chicago, Illinois
60607 (“Cboe”); and
(III) S&P
Dow Jones Indices LLC, a New York limited liability company having an office at 55 Water
Street, New York, New York 10041 and DJI Opco, LLC, a Delaware limited liability company
having an office at 55 Water Street, 44th Floor, New York, New York 10041-0003
(each, an “Additional Signatory”), each of which is entering into this
Master Agreement solely for purposes of Section 15.4
and is not a “Party” for any other purpose hereunder.
WHEREAS:
(A) S&P or the applicable Licensor Party
compiles, calculates, maintains, and owns (and/or licenses from others) certain rights in
and to the S&P Indices and the proprietary data contained therein;
(B) S&P uses in commerce and asserts
trade name and trademark rights to the S&P Marks which are associated with the S&P
Indices (including rights licensed from applicable Third-Party Licensors);
(C) Cboe is a registered national securities
exchange which wishes to obtain, and S&P wishes to grant, certain licenses with respect
to the use of S&P Indices and S&P Marks (including marks licensed to S&P) in
connection with the trading, marketing and promotion of Standardized Option Contracts and
activities related thereto, and additionally to the use of S&P Indices and S&P Marks
in connection with the trading, marketing and promotion of other Indexed Securities Products
and activities related thereto, in each case as identified in the applicable Order (as defined
herein);
(D) Cboe or the applicable Licensor Party
compiles, calculates, maintains, and owns (and/or licenses from applicable Third-Party Licensors)
certain rights in and to Cboe indices and the Cboe Methodologies, and S&P wishes to obtain,
and Cboe wishes to grant, certain licenses with respect thereto, as identified in the applicable
Order; and
(E) The Parties have entered into (i) a
Restated License Agreement, dated November 1, 1994, which has been amended by the Parties
from time to time, (ii) an Amended and Restated License Agreement (Index Options), dated
September 29, 2006, which has been amended by the Parties from time to time, (iii) a
Derivative Index License Agreement, dated February 24, 2009, which has been amended
by the Parties from time to time (including by an Amended and Restated Letter Agreement with
Respect to Custom Derivative Indexes, dated March 5, 2012), (iv) the Agreement
for Use of Cboe Index Methodologies, dated July 18, 2008, as amended, and (v) a
License Agreement, dated March 14, 2005, as amended (collectively, the “Prior
Agreements”), which the Parties desire to supersede and replace with this Master
Agreement and the Orders entered into hereunder.
Master License Agreement Page 1 of 40
NOW, THEREFORE, the Parties hereby agree as
follows:
1. Definitions and Interpretations.
1.1. Definitions. The following words,
terms and phrases shall, where capitalized and used in this Master Agreement and each Order
hereunder, have the meanings ascribed to them below save where the context otherwise expressly
requires:
1.1.1. “Affiliate” means,
with respect to a Party, any other person or entity (including a partnership or joint venture)
that directly or indirectly (a) controls, (b) is controlled by, or (c) is
under common control with that Party. For purposes of this definition, “control”
means the ownership, directly or indirectly, of more than fifty percent (50%) of the voting
securities or equity ownership interests of an entity.
1.1.2. “BuyWrite Index” means
an index designed to reflect the return on a hypothetical portfolio consisting of a long
position in the stocks in an S&P Index and a short position in a call Standardized Option
Contract or other financial interest based on that S&P Index.
1.1.3. “Cboe Marks” means
the trade names, trademarks and service marks of Cboe or its Affiliates associated with the
Cboe Shared IP Indices, including those identified in the applicable Order and the index
names and corresponding tickers set forth therein, but in each case excluding, for clarity,
the S&P Marks to the extent included in indices or tickers.
1.1.4. “Cboe Methodologies”
means the Cboe Volatility Index Methodology (i.e., the VIX Methodology as may be further
defined in the applicable Order), the Cboe BuyWrite Indices Methodology (i.e., the BuyWrite
Methodology as may be further defined in the applicable Order) and/or such other methodology
as may be identified in an Order.
1.1.5. “Cboe Values” means
(a) the bids, asks, prices, values and other market data relating to exchange-traded
investment products of any kind or character whatsoever (including Standardized Option Contracts
and Licensed Products) that are traded on Cboe’s Markets and are based on the S&P
500 Index or any other S&P Index, or any Shared IP Index (including market data relating
to SPX options, VIX options, and VIX futures); and (b) the values of any Cboe Shared
IP Index.
1.1.6. “Cboe’s Markets”
means the trading venues, exchanges, and other markets (including any other Organized Securities
Markets) operated by Cboe or any Affiliate of Cboe.
Master License Agreement Page 2 of 40
1.1.7. “Centrally Cleared”
means, with respect to transactions in any financial instruments, clearance of such transactions
is performed by, and settlement of such transactions is performed or facilitated by, a “clearing
agency” as defined in Section 3(a)(23)(A) of the Exchange Act, whether such
organization uses traditional clearing and settlement systems or other technology or settlement
systems (including any distributed ledger or blockchain technology systems).
1.1.8. “CFTC” means the Commodity
Futures Trading Commission.
1.1.9. “Change
of Control” of an entity shall be deemed to have occurred if (a) any consolidation
or merger of such entity is consummated in which the subject entity is not the continuing
or surviving entity, or pursuant to which shares of the subject entity’s voting equity
securities would be converted into cash, securities or other property, other than, in each
case, a consolidation or merger of the subject entity in which the holders of the subject
entity’s voting equity securities immediately prior to such consolidation or merger
hold more than fifty percent (50%) of voting equity securities of the surviving entity immediately
after such consolidation or merger or (b) any person (as such term is used in Sections
13 and 14(d)(2) of the Exchange Act), other than any employee benefit plans sponsored
by the subject entity, directly or indirectly, becomes the beneficial owner (within the meaning
of Rule 13d-3 under the Exchange Act) of more than fifty percent (50%) of voting equity
securities of the subject entity, whether (in the case of this clause (b)) as a result of
a merger or consolidation, tender or exchange offer, open market purchases, privately negotiated
purchases or otherwise. For purposes of this definition and Section 15.3.2,
“control” means the ownership, directly or indirectly, of more than fifty
percent (50%) of the voting securities or equity ownership interests of an entity.
1.1.10. “Commencement Date”
means the commencement date defined in the applicable Order.
1.1.11. “Commodity Exchange Act”
means the Commodity Exchange Act, as amended from time to time.
1.1.12. “Consent Notice”
means a consent notice provided in the form set forth in Exhibit B.
1.1.13. “Data Discontinuation Event”
means any event whereby any securities exchange or other data source (a) ceases to provide
to a Licensor Party any data necessary to provide any licensed index, (b) terminates
a Licensor Party’s right to receive such data in the form of a “feed”,
(c) materially restricts a Licensor Party’s right to use or redistribute such
data as necessary to provide any licensed index, or (d) institutes charges for the provision
or redistribution of such data of a type, or to an extent, applicable to such Licensor Party
and not to other index provider recipients of such data generally, in each case other than
as a result of Licensor Party’s (i) breach of its agreement with any such securities
exchange or data source or (ii) failure to accept commercially reasonable terms offered
by any such securities exchange or data source to provide such data.
Master License Agreement Page 3 of 40
1.1.14. “Digital Asset” means
any digital representation of value capable of being used for payment or settlement, including
a stablecoin, that is recorded on a cryptographically secured distributed ledger or other
similar technology.
1.1.15. “Exchange Act” means
the Securities Exchange Act of 1934, as amended from time to time.
1.1.16. “Exchange-Traded Funds”
or “ETFs” means an open-ended pooled investment vehicle, unit trust, investment
company or other collective or commingled investment vehicle that has the following characteristics:
(a) it issues, sells and redeems blocks of shares, units or other interests, which blocks
are sometimes referred to as “creation units”; (b) the shares, units or
similar interests thereof are listed on an Organized Securities Market; and (c) the
investment objective thereof is, and at all times remains, to own a basket of securities
and/or other financial instruments, such as futures, options, forward contracts and other
derivative contracts in an attempt to track the performance (whether precisely or with a
designed modification) of the securities represented by a single underlying index. As used
herein, the term “ETF” excludes ETNs, indexed warrants, indexed debt instruments,
options, futures contracts or other derivative contracts based on the value of ETF shares
or on an underlying index, or other securities or index-linked contracts that are traded
on Organized Securities Markets but that are not pooled investment vehicles.
1.1.17. “Exchange-Traded Notes”
or “ETNs” means any exchange-traded debt securities the performance of
which are linked, substantially in their entirety, to the performance of an index.
1.1.18. “FLEX Micro Contract”
means, with respect to an S&P Index or a Shared IP Index a Standardized Option Contract
that is a FLEX Option that is based on reduced values of such index that are calculated by
multiplying the values of such index as published by S&P by a value equal to one (1.0),
and then applying a multiplier of one dollar ($1.00).
1.1.19. “FLEX Option” means
a Standardized Option Contract for which the terms are not pre-established (as described
in the immediately following sentence) and that is listed and traded pursuant to Cboe Rules 4.20
through 4.22 and 5.70 through 5.75 (or any substantially similar successor rules). The holder
or parties at the time an order for a FLEX Option for a specific underlying is submitted
may designate or customize the following terms (subject to certain restrictions set forth
in Cboe Rule 4.21): (a) the type of option (put or call); (b) the exercise
style (American or European); (c) the expiration date; (d) the settlement type
(a.m. settlement (where permitted), p.m. settlement or, where permitted, Asian-style
or Cliquet-style settlement); and (e) the exercise price.
1.1.20. “Futures Contract Market”
means a designated contract market regulated by the CFTC and/or an organized regulated foreign
market for the trading of instruments that are the equivalent of Futures Contracts and/or
Options on Futures Contracts.
Master License Agreement Page 4 of 40
1.1.21. “Futures Contracts”
means all instruments (a) the trading of which is within the exclusive jurisdiction
of the CFTC (assuming for this purpose that the instruments were traded in the United States
regardless of where they are actually traded) and (b) which are regulated by the CFTC
as futures contracts (assuming for this purpose that such instruments were traded in the
United States regardless of where they are actually traded).
1.1.22. “Indexed Securities Products”
means products: (a) for which the return, performance, strike price and/or settlement
value is determined by reference to an index; (b) that are securities under the Securities
Act of 1933 or the Exchange Act, regardless of the jurisdiction in which the instruments
are actually traded unless otherwise indicated in an applicable Order; and for the avoidance
of doubt (c) are not (i) Futures Contracts, Options on Futures Contracts, Futures
Equivalent Swap Contracts or Options on Futures Equivalent Swap Contracts as such terms are
defined in the License Agreement between S&P (or its Affiliate) and the Chicago Mercantile
Exchange, Inc. dated June 29, 2012, (the “CME License Agreement”)
as of the date hereof, or (ii) futures contracts, options on futures contracts, or commodity
options under the Commodity Exchange Act to the extent regulated by the CFTC as futures,
options on futures contracts or commodity options. The Parties agree that the term “Indexed
Securities Products” shall not include options on any S&P 500-Indexed Fund.
For clarity, the reference to “performance” included within clause (a) to
this definition is intended to describe an element of what it means for a financial product
to be linked to or based on an index and is not intended to, and does not have the effect
of, granting any license to any party with respect to any key performance indicators with
respect to an index (for example, aggregate earnings with respect to the index) unless such
a license is expressly granted in an Order.
1.1.23. “Initial Term” means
the initial term defined in the applicable Order.
1.1.24. “Licensed Products”
means the products identified in the applicable Order that are licensed to the Licensee Party
under such Order, which may include, as applicable, Standardized Option Contracts, Futures
Contracts, Options on Futures Contracts, ETFs, ETNs, over-the-counter options, swaps, forwards,
insurance products, mutual funds, separately managed accounts, direct indexing products,
and DeFi products.
1.1.25. “Licensee Party”
means, with respect to any Order, the Party (or the Affiliate of a Party) that receives a
license under that Order.
1.1.26. “Licensor Party”
means, with respect to any Order, the Party (or the Affiliate of a Party) that grants a license
under that Order.
1.1.27. “Marks” means the
S&P Marks and/or the Cboe Marks, as the context requires.
1.1.28. “Mini Contract” means,
with respect to an S&P Index or a Shared IP Index, a Standardized Option Contract that
is based on reduced index values that are calculated by multiplying the values of the index
(as published by S&P) by a decimal value equal to 0.1, and then applying a multiplier
of one hundred dollars ($100).
Master License Agreement Page 5 of 40
1.1.29. “Nano Contract” means,
with respect to an S&P Index or a Shared IP Index, a Standardized Option Contract that
is based on reduced index values that are calculated by multiplying the values of the index
(as published by S&P) by a decimal value equal to 0.1, and then applying a multiplier
of one dollar ($1.00).
1.1.30. “National Currency”
means (a) any national currency, as defined in 12 U.S.C. § 5901(19) as of the date
hereof or (b) any other currency issued by or issued under the authority of a governmental
authority, in each case other than U.S. dollars or any Digital Asset.
1.1.31. “North America” means
the United States, Canada, Mexico, the Caribbean Islands and Bermuda.
1.1.32. “OCC” means the Options
Clearing Corporation.
1.1.33. “Open-End Investment Company”
means any open-end investment company registered under the United States Investment Company
Act of 1940 (or foreign equivalent) whose investment objective is to track the price and
yield performance of an index licensed under this Master Agreement and that is not listed
or traded on an Organized Securities Market.
1.1.34. “Options on Futures Contracts”
means financial instruments that consist of an option to purchase or sell Futures Contracts.
Options on Futures Contracts shall not include contracts that (a) are securities under
the Securities Act of 1933 or the Exchange Act, and (b) are not options on futures under
the Commodity Exchange Act.
1.1.35. “Order”
means each numbered discrete order form entered into by the Parties from time to time in
accordance with Section 2 in
a form to be mutually agreed between the Parties, pursuant to which one or more licenses
for specific indices, values, methodologies, patents, marks or Licensed Products are granted.
1.1.36. “Organized Securities Market”
means a U.S. national securities exchange, an automated quotation system of a U.S. registered
securities association, a regulated foreign securities exchange, or any other regulated domestic
or foreign organized securities market, including any such exchange or market that operates
trade execution functions and reports trades for clearing and settlement, whether or not
any such exchange or market uses any distributed ledger or other technology for the issuance,
trading, clearance and/or settlement of Indexed Securities Products. In addition, the term
“Organized Securities Market” shall not include, without limitation, trading
by dealers in “pink sheets”.
1.1.37. “OTC Option” means
any over-the-counter (non-exchange traded) option on an index licensed under this Master
Agreement that (a) is a customized put or call option whose terms are subject to negotiation
between the parties, (b) is not issued or cleared by the OCC or a similar entity, and
(c) is not traded on an Organized Securities Market.
Master License Agreement Page 6 of 40
1.1.38. “OTC Swap” means
any swap agreement involving the exchange of cash flows, one or more of which is linked to
an index licensed under this Master Agreement as specified in an Order; provided that such
swap (a) has individually tailored terms, (b) does not involve exchange-style offset,
(c) does not involve a clearing organization or margin system, (d) is undertaken
in conjunction with a line of business, (e) is not marketed to the public, and (f) is
entered into and terminated (whether by sale, assignment, or otherwise) based upon private
negotiations.
1.1.39. “Other Option Indexed Instruments”
means indexed financial instruments that (a) are Indexed Securities Products, and (b) are
options or have economic characteristics similar to those of options, but shall not include
Standardized Option Contracts. For the avoidance of doubt, “Other Option Indexed Instruments”
shall include indexed warrants, indexed notes and indexed trust interests, but shall exclude
ETFs.
1.1.40. “Party” refers individually
to either S&P or Cboe and “Parties” refers collectively to S&P
and Cboe.
1.1.41. “Privately Placed Debt”
means any privately placed debt obligation, including notes, bonds, debentures, guaranteed
investment contracts, and commercial paper (whether or not evidenced by a certificate or
instrument), where the principal of, or interest payable on, such debt obligation, or both,
is linked to an index licensed under this Master Agreement and such debt obligation is privately
placed and not traded on an Organized Securities Market.
1.1.42. “Public Debt Obligation”
means any debt obligation, including notes, bonds, debentures, guaranteed investment contracts,
and commercial paper (whether or not evidenced by a certificate or instrument), where the
principal of, or interest payable on, such debt obligation, or both, is linked to an index
licensed under this Master Agreement and such debt obligation is listed and traded on any
Organized Securities Market, but excluding ETNs.
1.1.43. “Restricted Materials”
means, collectively, the Shared IP Indices (including the S&P Shared IP Indices and the
Cboe Shared IP Indices, and any values of any of the foregoing), and the Cboe Values.
1.1.44. “S&P 500-Indexed Fund”
means any ETF or similar exchange-traded investment vehicle that is designed to provide an
investment return substantially identical to the return on the stocks represented in the
S&P 500 Index.
1.1.45. “S&P Indices”
means (a) the indices licensed by S&P to Cboe and its Affiliates pursuant to this
Master Agreement and any Order, as the same may be amended from time to time, (b) any
return versions of such indices (e.g. price return version, total return version) and (c) any
tokenized or on-chain version of any index set forth in the foregoing clause (a) or
(b). For clarity, the reference to “tokenized or on-chain version of any index”
in the foregoing clause (c) is not intended to and shall not prevent S&P from tokenizing
an index on chain in the form of a security or other financial product that is not otherwise
expressly exclusively licensed to Cboe or any of its Affiliates under any Order.
Master License Agreement Page 7 of 40
1.1.46. “S&P Marks” means
the trade names, trademarks and service marks of S&P associated with the S&P Indices,
including those identified in the applicable Order and the index names and corresponding
tickers set forth therein, but in each case excluding, for clarity, the Cboe Marks to the
extent included in indices or tickers.
1.1.47. “S&P Values”
means values of any S&P Index or any applicable S&P Shared IP Index.
1.1.48. “Securities Act of 1933”
means the Securities Act of 1933, as amended from time to time.
1.1.49. “Shared IP Index”
means each index that is based on or derived from a Cboe Value or other combination of intellectual
property contributed by both Parties (for example, an index that uses an S&P Index together
with a Cboe Methodology), as designated in the applicable Order. “S&P Shared
IP Index” and “Cboe Shared IP Index” mean a Shared IP Index
designated in the applicable Order as owned by S&P or Cboe (or their Affiliates), respectively.
1.1.50. “Standardized Option Contracts”
means financial instruments that are options that (a) are settled in U.S. dollars (or
in a National Currency or Digital Asset at a specified stable rate of exchange relative to
U.S. dollars) or by physical delivery, (b) have standardized terms, (c) are Indexed
Securities Products, (d) are traded on an Organized Securities Market, and (e) are
Centrally Cleared.
1.1.51. “Territory” means
the territory defined in the applicable Order.
1.1.52. “Third-Party Licensed Products”
means the products in connection with which a third party receives a license from a Party
in and to any Shared IP Index, which such products may include, as applicable, Standardized
Option Contracts, Futures Contracts, Options on Futures Contracts, ETFs, ETNs, over-the-counter
options, swaps, forwards, insurance products, mutual funds, separately managed accounts,
direct indexing products, and DeFi products.
1.1.53. “Third-Party Licensee”
means a third party to which either Party or its permitted Affiliate grants a license pursuant
to rights expressly granted under this Master Agreement and the applicable Order.
1.1.54. “Third-Party Licensee Index”
means those certain indices, indicators and benchmarks derived, maintained, published, calculated
and/or disseminated by a Third-Party Licensee using the Cboe Methodologies as expressly permitted
by this Master Agreement and the applicable Order.
1.1.55. “Third-Party Licensors”
means those one or more third parties (if any) whose indices and/or marks (and the intellectual
property therein) S&P or Cboe, as the case may be, has obtained a license to use and
to license to others (including, in certain cases, the S&P Indices and/or S&P Marks).
Third-Party Licensors of S&P include Affiliates of S&P, such as Dow Jones Opco, LLC
and Dow Jones.
Master License Agreement Page 8 of 40
1.1.56. “Variance Indicator”
means a series over time of realized or implied variance values, which series uses as input
for its calculation, among other values, one or more of the following values: (a) the
value of one or more Standardized Option Contracts based on an S&P Index, (b) the
value of another financial interest based on an S&P Index, or (c) the value of an
S&P Index.
1.1.57. “Volatility Index”
means an index consisting of a series over time of implied or expected volatility values,
which index uses as an input for its calculation, among other values, one or more of the
following values: (a) the value of one or more Standardized Option Contracts based on
an S&P Index, (b) the value of another financial interest based on an S&P Index,
or (c) the value of an S&P Index.
1.2. Affiliate Licensors and Licensees.
Where an Order identifies an Affiliate of a Party as the Licensor Party or Licensee Party
under such Order, references in this Master Agreement to such Party (whether as “S&P”
or “Cboe”) shall, solely in respect of that Order, be deemed to include such
Affiliate for all purposes, including the grant, receipt, ownership, retention and reservation
of rights, and such Affiliate shall have the rights and be subject to all obligations, terms,
conditions and limitations of such Party under this Master Agreement to the extent applicable
to that Order (it being understood that such Party shall remain fully responsible and liable
for such Affiliate’s performance of this Master Agreement and the applicable Order
and for any breach thereof by such Affiliate).
2. Structure; Orders. The
Parties and (as applicable) their Affiliates will enter into Orders in a form to be mutually
agreed between the Parties for each S&P Index, S&P Shared IP Index, and S&P Mark
and the relevant Licensed Product that is licensed by S&P to Cboe and, where applicable,
for Cboe Methodologies or other indices, values, methodologies, intellectual property or
products that are licensed by Cboe to S&P. The applicable index, values, methodology,
intellectual property or Licensed Product covered by an Order will be licensed as set forth
in this Master Agreement, as supplemented and detailed in that Order and subject to any limitations
therein. Each Order, upon execution by an authorized representative of each party thereto,
constitutes a separate agreement that incorporates the terms and conditions of this Master
Agreement by reference, and is a discrete contract severable from all other Orders. In the
event of any conflict, ambiguity or inconsistency between the terms set forth in the body
of this Master Agreement and the terms of an Order, the terms of the Order shall prevail
with respect to that Order only solely to the extent of such conflict, ambiguity or inconsistency.
Any modifications contained in any Order shall not modify this Master Agreement with respect
to any other Order.
3. License Grants by S&P to Cboe.
3.1. License
Grant. Subject to the terms and conditions of this Master Agreement and the applicable
Order, S&P hereby grants to Cboe the following licenses described in this Section 3.
The applicable Order will specify which of the following license grants apply to that Order;
if a license grant is not specified in an Order, it is not granted under that Order. Except
as otherwise expressly stated in the applicable Order, each license shall be non-exclusive.
Master License Agreement Page 9 of 40
3.1.1. S&P License. Subject to the
terms and conditions of this Master Agreement and the applicable Order and except as otherwise
expressly provided therein, S&P hereby grants to Cboe (and any Affiliate of Cboe designated
in the applicable Order), and Cboe hereby accepts, a limited, non-transferable, and non-exclusive
(except as expressly stated in the applicable Order) license during the Term of the applicable
Order to do the following on Cboe’s Markets in the Territory, and such additional licenses
as may be set forth in the applicable Order (collectively, the “S&P License”):
3.1.1.1. to use each S&P Index set forth
in the applicable Order as the basis for the Licensed Products identified in such Order,
including to create, issue, list, trade, clear and settle such Licensed Products;
3.1.1.2. to list, or provide a market for
the trading of, such Licensed Products on Organized Securities Markets, Futures Contract
Markets or other markets identified in the applicable Order;
3.1.1.3. to use the S&P Marks set forth
in an applicable Order as part of the name of, and in connection with the trading, marketing
and promotion of, such Licensed Products; and
3.1.1.4. to use the relevant S&P Indices
and S&P Marks in connection with making such disclosure about such Licensed Products
as Cboe or any Affiliate of Cboe deems necessary or desirable under any applicable laws,
rules or regulations, in order to indicate S&P (or, as applicable, its Third-Party
Licensors) as the source of the underlying S&P Indices.
The S&P License covers, in addition
to trading, all activities associated with the trading of the Licensed Products that are the subject of such S&P License, including
the creation, issuance, exercise, clearance and settlement thereof by Cboe or any Affiliate of Cboe or by any registered clearing agency
or other person performing such activities on behalf of Cboe or any Affiliate of Cboe. The Licensed Products and any geographic limitations
with respect thereto are as set forth in the applicable Order. Additional product-specific conditions may apply to certain Licensed Products,
as expressly set forth in the applicable Order.
Master License Agreement Page 10 of 40
3.1.2. Information
Processor License (including OPRA). Subject to the terms and conditions of this Master
Agreement, S&P hereby grants to Cboe a non-exclusive, non-transferable license to disseminate
the S&P Indices to third-party communications vendors solely for informational purposes
in connection with the trading by Cboe and any Affiliate of Cboe of the Licensed Products.
In connection with the foregoing, nothing herein shall preclude: (a) Cboe from disseminating
the S&P Indices free of charge to the Options Price Reporting Authority (“OPRA”),
the Consolidated Tape Association (“CTA”), the Consolidated Quotation
System (“CQS”), the National Market System Plan Regarding Consolidated
Equity Market Data (the “CT Plan”) (or any successor to any of the foregoing),
or to any other registered futures or securities information processor which performs similar
functions for Cboe or any Affiliate of Cboe; (b) Cboe or any Affiliate of Cboe from
collecting its normal share of OPRA, CTA, CQS, CT Plan or other revenues from the dissemination
of quotation and last sale price information on the Licensed Products; and (c) Cboe
or any Affiliate of Cboe from transmitting to its trading permit holders or members any information
received from S&P pursuant to Section 10.4,
provided that Cboe shall not, and shall cause its Affiliates not to, provide electronic dissemination
to its members of any information regarding changes in the composition of any of the S&P
Indices for a period of twenty-four (24) hours following the public announcement by S&P
of any such change.
3.1.3. License
to Cboe for S&P Shared IP Indices. Without limiting Section 5.3,
subject to the terms and conditions of this Master Agreement and the applicable Order, S&P
hereby (a) grants to Cboe and its Affiliates a non-exclusive, non-transferable, worldwide
license to use each S&P Index and any S&P Shared IP Index (and the associated S&P
Values) to derive, maintain, publish, calculate and disseminate Cboe Shared IP Indices, (b) if
expressly specified in the applicable Order for the S&P Shared IP Index, grants to Cboe
and its Affiliates a non-exclusive, non-transferable, worldwide license to use, publish,
calculate, disseminate and distribute any S&P Shared IP Index, and to use any S&P
Shared IP Index as the basis for Licensed Products traded on Cboe’s Markets, and (c) acknowledges
and agrees that Cboe and its Affiliates (i) own the Cboe Shared IP Indices and the Cboe
Values (subject to the S&P Index and any S&P Values contained therein, if any) and
may use any Cboe Shared IP Index as the basis for Licensed Products traded on Cboe’s
Markets, and (ii) may use the Cboe Shared IP Indices and the Cboe Values in connection
with the creation of Cboe Shared IP Indices and the licensing of such Cboe Shared IP Indices
(or derivatives thereon) to third parties, in each case subject to Section 8.2
and the applicable Order. The right to use any Shared IP Index as the basis for Licensed
Products covers, in addition to trading, all associated activities, including the creation,
issuance, exercise, clearance and settlement thereof. Nothing herein shall preclude Cboe
or any of its Affiliates from disseminating values of Cboe Shared IP Indices to market data
vendors and users, either directly or through the OPRA, the CTA, the CQS, the CT Plan, or
any other information processor which performs similar functions for Cboe or any of its Affiliates.
3.1.4. Third-Party
Licenses for Cboe. Without limiting Section 5.3,
and subject to the terms and conditions of this Master Agreement (including as applicable
Section 9.6)
and the applicable Order, and except as otherwise expressly provided therein, S&P hereby
grants to Cboe (and any Affiliate of Cboe designated in the applicable Order) a limited,
non-transferable, non-exclusive (except as expressly stated in the applicable Order), worldwide
license during the Term of the applicable Order to enter into license agreements with Third-Party
Licensees to use the S&P Shared IP Indices as identified in the applicable Order for
Licensed Products and for the purposes outlined therein, including as a benchmark against
which to measure the performance of a particular strategy or portfolio. The detailed scope,
consents, exclusivity provisions and restrictions governing the licenses under this Section 3.1.4
are set forth in the applicable Order.
Master License Agreement Page 11 of 40
3.2. Other
Option Indexed Instruments. Except as otherwise expressly provided in any Order, the
licenses granted to Cboe in Section 3.1
in respect of the S&P Indices do not cover Other Option Indexed Instruments. Upon request
by Cboe, the Parties shall discuss in good faith the terms upon which S&P may grant to
Cboe a non-exclusive license to use any S&P Index for Other Option Indexed Instruments
and to trade such instruments in applicable markets; the Parties shall negotiate the terms
and conditions of the license grant in good faith and the license would be subject to then-current
fees charged by S&P at the time of such request, unless otherwise mutually agreed by
the Parties. Nothing in this Section 3.2
shall obligate S&P to grant any license in connection with Other Option Indexed Instruments
or to require any party to agree to list or trade any Other Option Indexed Instrument on
Cboe as a condition to S&P’s issuing a license in connection with such Other Option
Indexed Instruments.
3.3. Additional License Grants.
3.3.1. [***]
3.3.2. Following the Effective Date, if Cboe
proposes to list any Standardized Option Contract on a regulated market that does not constitute
an Organized Securities Market, the Parties shall negotiate in good faith the terms upon
which the listing rights under this Agreement may be expanded to enable Cboe to exercise
the rights granted hereunder on such market, consistent with the other terms and conditions
of this Agreement; provided that neither Party shall be obligated to agree to any such expansion
if the Parties are unable to agree upon the terms and conditions applicable thereto and nothing
herein shall obligate S&P to violate any agreement with any third party in connection
with any such expansion.
3.3.3. [***]
4. Grant of License by Cboe to S&P.
4.1. License
Grant. Subject to the terms and conditions of this Master Agreement and the applicable
Order, Cboe hereby grants to S&P the following licenses set forth in this Section 4.
The applicable Order will specify which of the following license grants apply to that Order;
if a license grant is not specified in an Order, it is not granted under that Order. Except
as otherwise expressly stated in the applicable Order, each license shall be non-exclusive.
4.1.1. License
to S&P for Cboe Shared IP Indices. Without limiting Section 5.3,
subject to the terms and conditions of this Master Agreement (including as applicable Section 6.3)
and the applicable Order, and except as otherwise expressly provided therein, Cboe hereby
grants to S&P (and any Affiliate of S&P designated in the applicable Order) a limited,
non-transferable, non-exclusive (except as expressly stated in the applicable Order), worldwide
license during the Term of the applicable Order to use the Cboe Shared IP Indices, Cboe Methodologies
and Cboe Values to derive, maintain, publish, calculate and disseminate S&P Shared IP
Indices expressly identified in such Order.
Master License Agreement Page 12 of 40
4.1.2. Product
Licenses for S&P. Subject to the terms and conditions of this Master Agreement and
the applicable Order, and except as otherwise expressly provided herein or therein, Cboe
hereby grants to S&P (and any Affiliate of S&P designated in the applicable Order):
(a) a limited, non-transferable, non-exclusive (except as expressly stated in the applicable
Order), worldwide license during the Term of the applicable Order to enter into license agreements
with Third-Party Licensees to use the Cboe Shared IP Indices, Cboe Values, and Cboe Marks,
in each case solely as and to the extent identified in the applicable Order for Licensed
Products for the purposes outlined therein, including as a benchmark against which to measure
the performance of a particular strategy or portfolio; and (b) a limited, non-transferable,
non-exclusive (except as expressly stated in the applicable Order), worldwide license to
use Cboe Values expressly identified in the applicable Order solely as input data to derive,
maintain, publish, calculate and disseminate the S&P Shared IP Indices expressly identified
in such Order. The detailed scope, consents, exclusivity provisions and restrictions governing
the licenses under this Section 4.1.2
are set forth in the applicable Order.
4.1.3. Index
Methodologies License to S&P. Subject to the terms and conditions of this Master
Agreement and the applicable Order, Cboe hereby grants to S&P (and any Affiliate of S&P
designated in the applicable Order) the right to grant to Third-Party Licensees a non-transferable,
non-exclusive (except as expressly stated in the applicable Order), worldwide license to
use the Cboe Methodologies to derive, maintain, publish, calculate and disseminate Third-Party
Licensee Indices, and data associated therewith. The detailed terms, conditions, consents
and restrictions governing such third-party licensing are set forth in Order No. 3-1.
S&P shall not grant any license under this Section 4.1.3
without first obtaining Cboe’s prior written consent (including for the right to use
any Third-Party Licensee Index as the basis for any financial product, as a benchmark, or
for any downstream licensing, or to the use of any Cboe Mark). Cboe shall not unreasonably
withhold its consent to a proposed grant under this Section 4.1.3;
provided, however, that Cboe may withhold its consent in its discretion if the proposed Third-Party
Licensee Index would use values of the S&P 500 Index or S&P 100 Index, or financial
interests based on either such index, as input for its calculation. Subject to any automatic
renewal as contemplated by this Master Agreement or any Order (where the counterparties could
each provide notice of non-renewal prior to the automatic renewal), no license granted under
this Section 4.1.3
may extend beyond the scheduled expiration of the applicable Order without Cboe’s prior
written consent.
4.1.4. Third-Party Licensing Coordination.
The Parties acknowledge their mutual interest in collaborating to develop and bring to market
new Shared IP Indices and related products that reflect the intellectual property of both
Parties. In furtherance thereof, subject in all cases to compliance with applicable law,
the Parties agree to work together in good faith to develop approaches for the marketing
and pricing of the Cboe Shared IP Indices and Cboe Values to Third-Party Licensees. The Parties
anticipate ongoing discussions regarding such efforts and agree to meet periodically to discuss
their combined efforts with respect thereto.
Master License Agreement Page 13 of 40
5. Shared IP Indices.
5.1. Shared
IP Indices. With respect to intellectual property contributed by either Party and the
Shared IP Indices, the provisions of this Section 5
apply, subject to any modifications set forth in the applicable Order.
5.2. Ownership of Underlying IP. The
intellectual property of each Party (including any Pre-Existing Works) that underlies a Shared
IP Index and is cross-licensed to the other Party in connection with such Shared IP Index
(the “Underlying IP”) shall be identified in the applicable Order (including,
as applicable, S&P Underlying IP and Cboe Underlying IP specified therein). The Party
identified in an Order as the owner of a Shared IP Index shall retain all right, title, and
interest in and to the intellectual property incorporated into or otherwise embodied in such
Shared IP Index, excluding the other Party’s Underlying IP (and any Underlying IP of
the other Party’s Affiliates or Third-Party Licensors), whether or not specifically
identified in the Order, that may be embedded in the Shared IP Index.
5.3. Cross-Licenses for Shared IP Indices.
Subject to the terms and conditions of this Master Agreement and the applicable Order, each
Licensor Party hereby grants to the Licensee Party a limited, non-transferable and non-exclusive
license during the Term of the applicable Order to use the Licensor Party’s intellectual
property (including, in the case of S&P, the S&P Indices, S&P Shared IP Indices,
S&P Marks and S&P Values, and, in the case of Cboe, the Cboe Methodologies, Cboe
Shared IP Indices, Cboe Values, and Cboe Marks) as identified in an Order solely in connection
with the creation, calculation, maintenance, publication, dissemination, licensing, marketing
and use of the Shared IP Indices identified in that Order, including the right to use Cboe
Values and S&P Values to the extent set forth therein. Each Licensee Party hereby accepts
the cross-license granted to it under this Section 5.3 and agrees
to use such licensed intellectual property solely as permitted hereunder. If an Order licenses
or authorizes the use of a Shared IP Index (or a Licensed Product based thereon) but does
not specifically identify all of the Licensor Party’s Underlying IP embodied therein,
the cross-license granted under this Section 5.3 shall be deemed
to include such Underlying IP (including Underlying IP owned by the Licensor Party’s
Affiliates or Third-Party Licensors) to the extent reasonably necessary to exercise the rights
expressly granted under that Order, without limiting each Party’s retained ownership
of its own intellectual property.
5.4. Order Required for Each Shared IP
Index. With respect to each Shared IP Index, the Parties shall either create a new Order
or amend an Order. Each such Order shall designate (a) the rights, if any, of Cboe to
trade any Licensed Products on the Shared IP Index; and (b) which Party or Parties may
license the Shared IP Index to third parties for use in connection with derivative indices,
Third-Party Licensed Products or other uses.
6. General License Terms.
6.1. No
Other Rights; Reservation of Rights. Except for the licenses expressly granted herein
and in the applicable Order, neither this Master Agreement nor any Order transfers or grants
to either Party any right or license to, or interest in, the other Party’s indices,
methodologies, patents, marks or other intellectual property, whether by implication, estoppel
or otherwise. Except as otherwise expressly provided in this Master Agreement or the applicable
Order, (a) S&P reserves all rights to the S&P Indices, S&P Shared IP Indices,
S&P Values and S&P Marks which are not expressly licensed to Cboe hereunder or under
the applicable Order, and (b) Cboe reserves all rights to the Cboe Methodologies, Cboe
Shared IP Indices, Cboe Values, and Cboe Marks which are not expressly licensed to S&P
hereunder or under the applicable Order. For the avoidance of doubt, no license is granted
under this Master Agreement to either Party to use or sublicense any intellectual property
of the other Party except as expressly identified in this Master Agreement or the applicable
Order, and all such rights are reserved to the applicable Party and remain subject to Section 6.3
(unless such use is expressly authorized in the applicable Order).
Master License Agreement Page 14 of 40
6.2. No Sub-Component Products. For
the avoidance of doubt, no license granted under any Order and this Master Agreement includes
any right or license to create, establish, organize, structure, sponsor, manage and/or list
discrete products that track any one or more of the sub-components of any licensed index,
except as expressly set forth in the applicable Order.
6.3. Restricted
Materials – Consent Process; Use Restrictions. Unless an applicable Order expressly
authorizes the proposed use, neither Party (nor its Affiliates) shall use nor shall license
any third party to use any Restricted Materials in connection with (a) the creation
(other than a Party’s (or its Affiliates’) internal research, development or
prototyping not made available to any third party), dissemination, licensing or other commercialization
of any index, indicator, benchmark or portfolio or (b) the use of such materials as
the basis, settlement price or reference price for a financial product, in each case without
the prior written consent of the other Party (which consent shall be granted or withheld
only in accordance with this Section 6.3).
A Party seeking to use or license a third party to use Restricted Materials for any of the
foregoing uses shall, prior to the launch, dissemination, licensing and/or other commercialization
of the applicable index, product or service, submit a written request to the other Party
(the “Approving Party”) identifying, to the extent available, the proposed
user or licensee, index or product, methodology, intended use and territory. The Approving
Party shall respond to such request within fifteen (15) business days after receipt of such
request indicating whether or not it consents to such use or third-party license; provided
that such Approving Party (i) may only withhold such consent if the proposed use or
license (A) conflicts with an exclusive right granted hereunder or in the applicable
Order, (B) is the same as or substantially similar to an existing index of the responding
Party (or its Affiliates), (C) would reasonably be expected to create material legal,
regulatory, third-party-rights or reputational risk, or (D) if the proposed license
for a Third-Party Licensed Product is the same or substantially similar to a Standardized
Option Contract, Futures Contract or Options on Futures Contracts traded on Cboe’s
Markets; and (ii) without limiting the foregoing clause (i), may not otherwise unreasonably
withhold, condition or delay such consent; provided, however, S&P shall not be obligated
in any way to consent to the use or licensing of any (w) S&P Index or S&P Values
thereof, (x) S&P Shared IP Index that is not a Volatility Index, BuyWrite Index
or Variance Indicator, (y) S&P Shared IP Index for which the only element of Cboe
Underlying IP used therein is a Cboe Value, or (z) S&P Shared IP Index that is a
Volatility Index, BuyWrite Index or Variance Indicator existing as of the Effective Date.
If the Approving Party does not respond by the later of the end of such fifteen (15) business
day period or two (2) days after the date on which the requesting party sends a reminder
email with respect to such consent request, consent to such request shall be deemed given.
Once approved, no further consent shall be required for the approved use or any immaterial
modification thereof; a material change in scope shall require a new request. The Parties
shall mutually agree in writing upon and maintain a process document consistent with this
Section 6.3 addressing request forms, contacts, approval records and the
periodic incorporation of approved uses into Orders. Until such process document is agreed
in writing and becomes effective in accordance with its terms, the foregoing procedure shall
apply. Any approval provided by the Approving Party in accordance with this Section 6.3
shall not be ineffective solely because it has not yet been reflected in an Order. Existing
uses or licenses previously approved in writing or expressly permitted under the Prior Agreements
shall remain authorized and will be documented in such process document or an applicable
Order. Nothing in this Section 6.3 shall restrict Cboe or its Affiliates
from using Cboe Values in connection with the operation, regulation, surveillance or risk
management of Cboe’s Markets, compliance with applicable law or regulatory requirements.
Nothing in this Section 6.3 shall restrict S&P or its Affiliates from
using any S&P Index or S&P Values in connection with any product, index, benchmark
or service of S&P, compliance with applicable law or regulatory requirements, or any
other use of S&P Indices or S&P Values. Except as otherwise set forth in any Order
or mutually agreed between the Parties in writing, each request for consent made pursuant
to this Section 6.3 shall be submitted using the Consent Notice, completed
to the extent the requested information is then available.
Master License Agreement Page 15 of 40
6.4. [***].
7. Fees; Audit.
7.1. Fees.
7.1.1. Payment Obligation. In consideration
for the rights granted under this Master Agreement and each Order, the Licensee Party shall
pay the Licensor Party the fees set forth in the applicable Order (“Fees”).
7.1.2. General Fee Terms. Except as otherwise
set forth in an Order, all Fees (a) are exclusive of any sales, value added, use and
similar taxes, which shall be the responsibility of the paying Party, (b) are non-refundable,
and (c) are payable in U.S. Dollars.
7.1.3. Withholding Taxes. If any future
Order involves an entity that is organized outside the United States, the Parties shall cooperate
in good faith to structure payments in a tax-efficient manner. If any fees paid by one Party
to the other Party hereunder are subject to withholding taxes by a country other than the
country of tax residence of the receiving Party (its “Home Country”),
the paying Party shall provide to the receiving Party an original receipt from the tax authorities
of such foreign country evidencing the amount of tax withheld. Such receipt shall be furnished
to the receiving Party at the time such fee is paid or as soon thereafter as is practicable.
If the receiving Party is denied a foreign tax credit due to the failure of the paying Party
to provide satisfactory evidence of the amount withheld, the paying Party shall pay to the
receiving Party an amount sufficient to compensate, on an after-tax basis, for the credit
denied (a “Credit Denial Gross-up”). If a tax treaty exists between the
Home Country and the foreign country subjecting the fees to withholding taxes, the receiving
Party hereby elects to apply the withholding rate applicable under such tax treaty. If the
paying Party requires a special certificate from the receiving Party to make the election,
the paying Party will notify the receiving Party, and the certificate will be provided by
the receiving Party at the time of execution of this Master Agreement or the applicable Order.
Other than in the case of a Credit Denial Gross-up (and, in that case, solely to the extent
of a Credit Denial Gross-up), to the extent that amounts are required to be deducted or withheld
by applicable law, such amounts shall be treated as having been paid by the paying Party
to the receiving Party for all purposes of this Master Agreement. The receiving Party will
provide the paying Party with any tax forms in a timely manner that may be reasonably necessary
in order for the paying Party to determine its withholding obligation under applicable law,
not to withhold tax or to withhold tax at a reduced rate. Each Party will provide the other
with reasonable assistance to enable the recovery, as permitted by applicable law, of withholding
taxes or similar obligations resulting from payments made under this Master Agreement, such
recovery to be for the benefit of the Party bearing such withholding tax (including in the
case of a Credit Denial Gross-up).
Master License Agreement Page 16 of 40
7.1.4. Clearing
of Licensed Products. Nothing herein shall preclude the OCC or any other registered clearing
agency from performing for Cboe and any Affiliate of Cboe, in relation to the Licensed Products,
functions the OCC normally performs in the issuance, clearance, exercise and settlement of
such products pursuant to Sections 3.1.1
and 3.1.3 of this Master Agreement.
7.2. [***]
7.3. Audit.
7.3.1. Recordkeeping. Each Party (in
such capacity, the “Audited Party”) shall, at all times during the term
of each applicable Order and for a period of twelve (12) months after such Order’s
expiration or termination (the “Audit Period”), maintain records, in accordance
with generally accepted accounting practices, of all matters relating to its use (and any
use by its Affiliates or Third-Party Licensees) of the other Party’s indices and marks
and the calculation of the Fees due to the other Party under this Master Agreement and such
Order (“Records”), in each case for the most recent twelve (12) months.
7.3.2. Audit
Rights. During the Audit Period, the Party requesting to audit the Audited Party (in
such capacity, the “Auditing Party”) shall have the right, no more than
once in any twenty-four (24) month period and upon reasonable advance written notice to the
Audited Party (such notice, the “Audit Notice”), to conduct such audit
(on a confidential basis (as set forth in Section 13)
and at the Audited Party’s premises (including any premises identified in the applicable
Order) or such other premises as may be agreed by the Parties) of the relevant Records of
the Audited Party to the extent reasonably necessary to determine that all Fees payable by
the Audited Party to the Auditing Party have been accurately determined in accordance with
this Master Agreement and the applicable Order, determine that the manner and usage of the
Auditing Party’s indices and marks has been in accordance with this Master Agreement
and the applicable Order and that all applicable restrictions on use have been observed;
provided, however, that if any audit discloses an underpayment of Fees of five percent (5%)
or more for the period audited or any other material non-compliance by the Audited Party
with this Master Agreement or any Order, such audit shall not count against the foregoing
frequency limitation and the Auditing Party may conduct one or more additional audits to
verify that such underpayment or non-compliance has been remedied. The Parties hereby acknowledge
and agree that (a) any audit conducted hereunder shall be conducted during the Audited
Party’s normal business hours and in a manner that does not unreasonably interfere
with its ordinary business operations and (b) except where necessary to comply with
Section 7.3.2,
in no event shall the Audited Party be required to disclose any legally privileged or competitively
sensitive information to the Auditing Party in connection with any such audit.
Master License Agreement Page 17 of 40
7.3.3. Audit Costs. The costs of such
audit shall be borne by the Auditing Party, except that the Audited Party shall bear such
costs if the audit discloses that the Audited Party has underpaid the Auditing Party by five
percent (5%) or more for the period being audited. The Audited Party shall immediately reimburse
the Auditing Party for any underpayment discovered by the audit.
7.3.4. Reporting Obligations. Each Party
that lists, trades, issues, sells, sponsors or licenses Licensed Products based on a Shared
IP Index shall provide to the other Party periodic reports, in such form and at such intervals
as may be set forth in the applicable Order, setting forth the volume of such Licensed Products
and the calculation and amount of any Fees payable with respect thereto, together with such
other information as the other Party reasonably requires to verify compliance with this Master
Agreement and the applicable Order.
8. Intellectual Property.
8.1. Ownership of Pre-Existing Works &
Intellectual Property. As between the Parties, each Party (on behalf of itself and its
Affiliates and Third-Party Licensors) owns, and shall retain all right, title and interest
in and to, the intellectual property that it (or any of its Affiliates or Third-Party Licensors)
develops, conceives, creates, acquires or owns prior to or outside the scope of this Master
Agreement or the applicable Order (the “Pre-Existing Works”) and makes
available hereunder or therewith (including, in the case of S&P, the S&P Indices,
S&P Underlying IP and the S&P Marks, and, in the case of Cboe, the Cboe Methodologies,
Cboe Underlying IP, Cboe Values, and the Cboe Marks). Neither this Master Agreement nor any
Order transfers ownership of either Party’s intellectual property to the other Party,
including to the extent such Party’s intellectual property may be used within a Shared
IP Index. Except as expressly provided in an Order, as between the Parties, each Party (and
its Affiliates and Third-Party Licensors) shall own any modifications or improvements to
its (or their) Pre-Existing Works or Underlying IP. Notwithstanding the foregoing, nothing
set forth herein shall limit either Party’s right to use any modifications or improvements
to its intellectual property to the extent such modifications or improvements become generally
used in the marketplace without a requirement from an index provider to license such methodology;
provided that the rights in this sentence shall not apply if the rights to use such modifications
or improvements are subject to a good faith pending intellectual property dispute. Before
materially collaborating to develop new intellectual property, the Parties shall agree in
writing on its ownership and any cross-license in an Order. The failure to identify or itemize
any Underlying IP, index, methodology, mark, data or other intellectual property in an Order
shall not be construed as a waiver, abandonment, disclaimer or relinquishment of, or as a
failure to grant or reserve, any right, title, interest, license or ownership of any Party
(or any of its Affiliates or Third-Party Licensors), each of whom retains ownership of the
intellectual property it owns regardless of whether such intellectual property is specifically
identified in an Order.
Master License Agreement Page 18 of 40
8.2. S&P and Cboe Marks.
8.2.1. Maintenance of Marks. During the
term of this Master Agreement, each Party will use commercially reasonable efforts to maintain
in full force and effect the registrations of the Marks (if any) owned by such Party and
its Affiliates and already registered in the Territory as of the Effective Date, other than,
for the avoidance of doubt, Marks licensed to such Party by Third-Party Licensors. The other
Party will, and will cause its Affiliates to, reasonably cooperate (at the registering Party’s
expense) in the maintenance of such registrations and will take such actions and execute
such instruments as the registering Party may from time to time reasonably request toward
such end. Subject to the terms and conditions of this Master Agreement and any applicable
Order, other than in respect of Marks licensed to a Party by Third-Party Licensors, each
Party shall at its own expense and sole discretion exercise its common law and/or statutory
rights against infringement of its Marks, copyrights and other proprietary rights.
8.2.2. Notice
of Changes to Marks. Each Party that licenses Marks under this Master Agreement or any
Order shall inform the other Party of any change in any of its licensed Marks with as much
prior written notice as reasonably practicable (it being understood, for the avoidance of
doubt, that, following any such change, such Mark shall remain licensed to such other Party
on the terms and conditions set forth in this Master Agreement). In such event the Licensee
Party will have one hundred twenty (120) days (or such longer period as is reasonably necessary
under the circumstances and in no event shorter than as may be required to comply with applicable
laws or regulations) from receipt of such written notice to update the names of the affected
products and update all informational materials in connection therewith. The Licensee Party
will use reasonable efforts to destroy and replace materials that are in circulation, but
the Licensee Party will not be in breach of its commitments under this Section 8.2.2
for failing to amend, obscure or retract any informational materials or other publication
in existence as of the date of such written notice that uses or references such Mark in the
form it existed prior to such change after using reasonable efforts. The Parties shall document
the change in the applicable Order, but such documentation shall not be a condition to the
continuation of the license.
Master License Agreement Page 19 of 40
8.2.3. Protection of Marks. Each Party
shall use commercially reasonable efforts, and shall cause its Affiliates to use commercially
reasonable efforts, to protect the goodwill and reputation of the other Party and of the
other Party’s indices and Marks in connection with their use under this Master Agreement
and any applicable Order. The use of the other Party’s Marks pursuant to this Master
Agreement and any Order shall be in accordance with any relevant trademark usage guidelines
that the other Party may communicate from time to time in writing or by email or facsimile;
provided that such guidelines are reasonable and compliance with such guidelines does not
create any conflict or inconsistency with applicable law, rule or regulation.
8.2.4. Restrictions
on Dissemination of S&P Marks and S&P Indices. Cboe shall, and shall cause its
Affiliates to, use and disseminate the S&P Marks and S&P Indices only in compliance
with the terms and conditions of this Master Agreement to ensure that S&P’s rights
in the S&P Marks and the S&P Indices are in no way diminished and/or jeopardized,
and shall use its best efforts and shall cause any Affiliate of Cboe to use their best efforts
to ensure that the public is in no way confused or misled as to such rights. In the event
of a material breach by Cboe of this Section 8.2.4,
Cboe acknowledges that S&P shall be entitled to preliminary and permanent injunctive
relief to enforce this Section 8.2.4,
but nothing herein shall preclude S&P from pursuing any action or other remedy for any
breach or threatened breach of this Master Agreement, all of which shall be cumulative.
8.2.5. Restrictions
on Dissemination of Cboe Marks and Shared IP Indices. S&P shall, and shall cause
its Affiliates to, use and disseminate the Shared IP Indices, and the Cboe Marks as used
in respect thereto, only in compliance with the terms and conditions of this Master Agreement
to ensure that Cboe’s rights in the Cboe Marks and the Cboe Shared IP Indices are in
no way diminished and/or jeopardized, and shall use its best efforts and shall cause any
Affiliate of S&P to ensure that the public is in no way confused or misled as to such
rights. In the event of a material breach by S&P of this Section 8.2.5,
S&P acknowledges that Cboe shall be entitled to preliminary and permanent injunctive
relief to enforce this Section 8.2.5,
but nothing herein shall preclude Cboe from pursuing any action or other remedy for any breach
or threatened breach of this Master Agreement, all of which shall be cumulative.
8.2.6. Non-Challenge. During the term
of this Master Agreement, neither Party nor any of its Affiliates shall (a) challenge,
or assist any third party in any manner to challenge, the ownership, validity or enforceability
of the other Party’s indices (including, with respect to S&P, the S&P Indices
and S&P Shared IP Indices, and with respect to Cboe, the Cboe Shared IP Indices) or Marks
or (b) disparage or dilute, or materially impair the value of, the other Party’s
intellectual property or proprietary rights in and to such indices and Marks.
8.3. S&P’s Proprietary Rights.
8.3.1. Acknowledgement of S&P Ownership.
Cboe acknowledges and agrees, on behalf of itself and each of its Affiliates, that (a) each
of the S&P Indices and S&P Shared IP Indices is selected, arranged and prepared by
S&P (and/or its Third-Party Licensors, as applicable) through the application of methods
and standards of judgment used and developed through the expenditure of considerable work,
time and money by S&P, (b) each of the S&P Indices, S&P Shared IP Indices
and the S&P Marks is the exclusive property of S&P (and/or its Third-Party Licensors,
as applicable), and that S&P (and/or its Third-Party Licensors, as applicable) has and
shall retain all proprietary rights therein, and (c) each S&P Index, S&P Shared
IP Index and its compilation and composition and changes therein are in the control and discretion
of S&P (and/or its Third-Party Licensors, as applicable).
Master License Agreement Page 20 of 40
8.3.2. Assignment of Acquired Interests.
Cboe agrees that any and all goodwill, rights, titles or interests that might be acquired
as a result of the use of the S&P Indices, S&P Shared IP Indices and/or the S&P
Marks shall inure to the sole benefit of S&P (and/or its Third-Party Licensors, as applicable).
If Cboe or any of its Affiliates obtains any rights, titles or interests in or to any of
the S&P Indices, S&P Shared IP Indices or the S&P Marks, Cboe (on behalf of itself
and such Affiliates) hereby assigns all such rights, titles and interests to S&P and
shall execute upon S&P’s reasonable request any additional documents required to
effectuate such assignment.
8.3.3. Editorial Control. Cboe acknowledges
and agrees that, as between the Parties, S&P has, and at all times during and after the
term of this Master Agreement, shall retain, sole editorial control of the S&P Indices
and S&P Shared IP Indices and the compilation and composition thereof, and that S&P
is free to modify the S&P Indices or change the S&P Marks at any time in its sole
discretion.
8.3.4. Cboe Contributions. The foregoing
acknowledgments are made with respect to each S&P Index, S&P Shared IP Index and
the S&P Marks, and not with respect to any ownership rights in any Cboe Underlying IP
(including any Cboe Methodology, Cboe Values, or Cboe Marks) that may be used as input values
for, or that may be used to calculate, any S&P Shared IP Index.
8.4. Cboe’s Proprietary Rights.
8.4.1. Acknowledgement of Cboe Ownership.
S&P acknowledges and agrees, on behalf of itself and each of its Affiliates, that (a) each
of the Cboe Shared IP Indices and Cboe Methodologies is selected, arranged and prepared by
Cboe (and/or its Third-Party Licensors, as applicable) through the application of methods
and standards of judgment used and developed through the expenditure of considerable work,
time and money by Cboe, (b) each of the Cboe Shared IP Indices, the Cboe Methodologies,
the Cboe Values and the Cboe Marks is the exclusive property of Cboe (and/or its Third-Party
Licensors, as applicable), and that Cboe (and/or its Third-Party Licensors, as applicable)
has and shall retain all proprietary rights therein, and (c) each Cboe Shared IP Index
and Cboe Methodology and its compilation and composition and changes therein are in the control
and discretion of Cboe (and/or its Third-Party Licensors, as applicable).
Master License Agreement Page 21 of 40
8.4.2. Assignment of Acquired Interests.
S&P agrees that any and all goodwill, rights, titles or interests that might be acquired
as a result of the use of the Cboe Shared IP Indices and/or the Cboe Marks shall inure to
the sole benefit of Cboe (and/or its Third-Party Licensors, as applicable). If S&P or
any of its Affiliates obtains any rights, titles or interests in or to any of the Cboe Shared
IP Indices, the Cboe Methodologies, Cboe Values, or the Cboe Marks, S&P (on behalf of
itself and such Affiliates) hereby assigns all such rights, titles and interests to Cboe
and shall execute upon Cboe’s reasonable request any additional documents required
to effectuate such assignment.
8.4.3. Editorial Control. S&P acknowledges
and agrees that, as between the Parties, Cboe has, and at all times during and after the
term of this Master Agreement shall retain, sole editorial control of the Cboe Shared IP
Indices and the Cboe Methodologies and the compilation and composition thereof, and that
Cboe is free to modify the Cboe Shared IP Indices at any time in its sole discretion.
8.4.4. S&P Contributions. The foregoing
acknowledgments are made with respect to each Cboe Shared IP Index, the Cboe Methodologies,
Cboe Values, and the Cboe Marks, and not with respect to any ownership rights in any S&P
Index, S&P Values that may be used as input values for, or S&P methodology that may
be used to calculate, any Cboe Shared IP Index.
8.5. Informational Materials; Quality Control.
The Licensee Party shall submit to the Licensor Party for its review and approval all material
informational materials pertaining to and to be used in connection with the products licensed
under each applicable Order that in any way use or refer to the Licensor Party, the Licensor
Party’s indices and/or the Licensor Party’s Marks, including, where applicable,
prospectuses, registration statements, advertisements, brochures, promotional and other similar
materials (including documents required to be filed with governmental and regulatory agencies)
(the “Informational Materials”); provided that Informational Materials
shall not include general references to such products in materials that refer to various
products of the Licensee Party or that are not specifically related to or created for such
products. The Licensor Party’s approval shall be required with respect to the use and
description of the Licensor Party, its Marks and its indices. The Licensor Party shall notify
the Licensee Party of its approval or disapproval of any Informational Materials within five
(5) business days following receipt; any disapproval shall state the reasons for such
disapproval; and any failure to respond within such five (5) business day period shall
be deemed an irrevocable waiver of the Licensor Party’s right to review such Informational
Materials. Once Informational Materials have been approved (including those previously approved
under the Prior Agreements), subsequent identical or substantially similar Informational
Materials that do not materially alter the use or description of the Licensor Party, its
Marks, its indices or any required disclaimers need not be resubmitted and may be used without
Licensor Party’s approval. The Licensee Party shall ensure that its use and publication
of Informational Materials featuring any of the Licensor Party’s Marks is of a quality
consistent with the Licensee Party’s then-current use of its own trademarks. The Licensee
Party shall maintain high standards of fairness and truthfulness in all Informational Materials.
The Licensor Party shall treat any draft Informational Materials furnished for its review
as Confidential Information of the Licensee Party.
Master License Agreement Page 22 of 40
9. Term and Termination.
9.1. Term. This Master Agreement shall
commence on the Effective Date and shall continue in effect thereafter for as long as any
Order entered into pursuant to this Master Agreement remains in effect. The term of each
Order shall commence on the Commencement Date specified therein and shall continue for the
Initial Term (as such period may be extended by the mutual written agreement of the Parties),
unless earlier terminated as provided in this Master Agreement or such Order. The period
of time during which each Order remains in effect is referred to herein as the “Term”.
9.2. Breach.
If either Party materially breaches any of the terms or conditions of this Master Agreement
or any Order, the other Party may terminate the applicable Order to which such material breach
relates by giving at least ninety (90) days’ prior written notice thereof; provided,
however, that such termination shall not take effect if the breaching Party corrects such
breach prior to the effective date of termination, provided that, solely in the event that
the Order terminated pursuant to this Section 9.2
is Order No. 1, this Master Agreement and all other Orders shall automatically and concurrently
terminate upon the effective date of termination for Order No. 1. Termination pursuant
to this Section 9.2
will not impair any other rights or remedies of a Party pursuant to applicable law.
9.3. Termination for Regulatory Impairment.
Either Party may terminate this Master Agreement with respect to an individual Order upon
ninety (90) days’ prior written notice to the other Party (or such lesser period as
may be necessary pursuant to law, rule, regulation or court order) if any legislation or
regulation is adopted or any government interpretation is issued that reasonably prevents
such Party from (a) in the case of Cboe, listing for trading, marketing or promoting
the Licensed Products under such Order, or (b) in the case of S&P, licensing and
providing the S&P Index, S&P Shared IP Index, or Marks under such Order; provided
that, in each case of the foregoing clauses (a) and (b), such termination of such Order
shall be limited solely to the applicable Licensed Products, S&P Index, S&P Shared
IP Index or Marks.
9.4. Termination for Reputational Harm.
Either Party may terminate an affected Order (or, where the condition affects the relationship
as a whole, this Master Agreement) upon ninety (90) days’ prior written notice to the
other Party (or such lesser period as may be necessary pursuant to law, rule, regulation
or court order) on the grounds of (a) any litigation or regulatory proceeding involving
the other Party and related to the Licensed Products, indices or Marks licensed under such
Order, in each case, that is reasonably likely to have a material and adverse effect on the
good name, reputation or goodwill of such Party or its ability to perform its obligations
under the Order, or (b) continued performance under such Order would otherwise cause
material damage or harm to the reputation or goodwill of such Party; provided that, notwithstanding
the foregoing, such termination shall not take effect in the event that the other Party cures
the condition causing such material damage or harm prior to the effective date of termination.
Master License Agreement Page 23 of 40
9.5. Discontinuance of an Index; Substitute
Index. Either Party (in such capacity, the “Discontinuing Party”)
shall have the right, in its sole discretion, to discontinue calculation and dissemination
of any of its licensed indices (each, a “Discontinued Index”) and, in
such event, if such index is used with a Licensed Product issued by the other Party or is
licensed to a third party for use with a Licensed Product, to offer a replacement or substitute
index therefor (each, a “Substitute Index”), or to terminate the applicable
Order in whole or in part with respect to any Discontinued Index for which it does not offer
a Substitute Index. Unless a shorter time is required in the event of a Data Discontinuation
Event or because it would be otherwise infeasible to provide twelve (12) months’ prior
written notice, the Discontinuing Party shall give the other Party at least twelve (12) months’
prior written notice of any such discontinuation of an index that is used with a Licensed
Product issued by the other Party or licensed to a third party for use with a Licensed Product
(a “Discontinuation Notice”), specifying whether a Substitute Index will
be made available. If it is not possible to give twelve (12) months’ prior written
notice, the Discontinuing Party shall provide as much notice as reasonably possible. The
other Party shall have one hundred twenty (120) days after receiving such Discontinuation
Notice to notify the Discontinuing Party in writing whether it intends to use the Substitute
Index, if any, under the applicable Order (in which case such Substitute Index shall replace
the Discontinued Index for purposes of this Master Agreement and the applicable Order). If
the other Party does not so elect, or no Substitute Index is made available in the applicable
Discontinuation Notice, the applicable Order shall terminate (in whole or, in the case of
a partial discontinuation, solely with respect to the Discontinued Index) as of the date
specified in the Discontinuation Notice. With respect to any discontinuance of an S&P
Index or S&P Shared IP Index that is used with a Licensed Product traded on Cboe’s
Markets, S&P shall extend the license for the listing of additional option series on
such S&P Index or S&P Shared IP Index with expiration dates within the twelve (12)
month notice period and in expiration months already listed at the time the notice was received;
provided, however, in no event will such license be extended for more than thirty
(30) months beyond the date on which such termination notice is given. Upon receipt of a
Discontinuation Notice with respect to any of the licenses granted by S&P hereunder,
Cboe shall not, and shall cause its Affiliates not to, (a) list additional expirations
of futures contracts, options on futures contracts, or option series on the applicable Discontinued
Index under such license, except in expiration months already listed when the license terminated
or (b) issue any other Licensed Products on such Discontinued Index. Cboe’s obligations
to make any payment to S&P with respect to any such Licensed Products shall continue
during the period in which such Licensed Products continue to be traded, and Cboe and its
Affiliates may continue to use the S&P Marks in connection with any such Licensed Products
during the period for which trading is authorized hereunder. Where no Substitute Index has
been made available with respect to a discontinuance of an S&P Index or S&P Shared
IP Index, Cboe may elect, by written notice to S&P, to redesignate the Discontinued Index
and related contracts as Cboe’s own and continue to list additional expirations, in
which case such index shall be described as the “Cboe _______ Index, formerly S&P
_______ Index” and Cboe’s payment obligations to S&P with respect to such
contracts shall terminate effective with termination of the applicable license; following
such termination, Cboe may promote and list contracts based on the redesignated Cboe index,
provided that the name “500” or any other S&P Marks are not utilized by Cboe
and Cboe prominently disclaims any relationship with S&P in respect of the contract.
Prior to issuing a Discontinuation Notice on the basis of an increase in the fees (unless
there is a Substitute Index being offered), or a material adverse change in the commercial
terms, on which a data source provides data necessary to calculate a licensed index, the
Discontinuing Party shall notify the other Party of such increase or change and afford the
other Party a period of not less than thirty (30) days to elect to bear the incremental cost
thereof (or the difference between the amount the Discontinuing Party is willing to pay and
the amount required by the data source); if the other Party so elects and pays such incremental
cost, the Discontinuing Party shall not discontinue such index on that basis. The immediately
preceding sentence shall not apply in respect of any Data Discontinuation Event.
Master License Agreement Page 24 of 40
9.6. Rights
and Obligations Upon Termination. This Section 9.6
governs the rights and obligations of the Parties
upon any expiration or termination of this Master Agreement or any Order. Except as expressly
provided in this Section 9.6
(or in Section 9.5,
Section 9.7
or Section 9.8),
all licenses and other rights under this Master Agreement and each affected Order terminate
as of the effective date of such expiration or termination. For the avoidance of doubt, and
except as otherwise expressly provided in this Section 9.6,
the Licensee Party shall immediately cease all use of the indices and Marks previously licensed
by the Licensor Party under any terminated or expired Order, and neither Party shall thereafter
use the other Party’s intellectual property except as expressly permitted herein.
9.6.1. Cboe
Licensed Products. Promptly upon the expiration or termination of any Order under which
Cboe obtains the rights necessary to list and trade Licensed Products that are options based
on an S&P Index or S&P Shared IP Index, Cboe shall, with respect to such Licensed
Products, (a) cease listing new expiration months and strike prices and restrict trading
solely to transactions that reduce or close out existing open interest (and shall not permit
the opening of any new positions) (i.e., enter “closing-only mode”) and (b) cause
all such Licensed Products in which there is no open interest as of the effective date of
expiration or termination to be delisted. Thereafter, Cboe shall cause all such Licensed
Products in which there is open interest to be delisted promptly following the earlier of
(i) such time as all open interest has been closed out or (ii) subject to S&P’s
prior written consent (not to be unreasonably withheld, conditioned or delayed), the listing
by a successor exchange of a fungible, functionally equivalent product pursuant to a license
granted by S&P. In the event of any expiration or termination of any Order under which
Cboe obtains the rights necessary to list and trade Licensed Products other than options,
Cboe shall in good faith take all steps reasonably necessary to effect the orderly wind-down
and delisting of such products as promptly as reasonably practicable, in compliance with
applicable laws, rules and regulations and, to the extent applicable, in alignment with
the specific mechanics for the wind-down and delisting of options described in the foregoing
sentences. During any post-termination or expiration wind-down period, Cboe and its Affiliates
may continue to rely on all license rights set forth in this Master Agreement or the applicable
Order solely to the extent reasonably necessary to effect the wind-down and delisting of
the applicable Licensed Products in compliance with this Section 9.6.1.
Notwithstanding any other provision of this Section 9.6.1,
in no event shall any wind-down period extend beyond five (5) years following the effective
date of the applicable expiration or termination. Any wind-down and delisting shall be conducted
in compliance with applicable laws, rules and regulations, and no Party shall be in
breach to the extent such requirements conflict with this Master Agreement or the applicable
Order.
Master License Agreement Page 25 of 40
9.6.2. Shared
IP Indices. Notwithstanding Section 12,
upon any expiration or termination of this Master Agreement or any Order with respect to
a Shared IP Index, each Party may continue to calculate, maintain, publish, disseminate and
otherwise use such Shared IP Index (including the other Party’s Underlying IP embodied
therein) for so long as any Licensed Product based on such Shared IP Index remains outstanding,
but in no event for more than five (5) years following the effective date of such expiration
or termination, in each case solely to the extent necessary to support such outstanding Licensed
Products and subject to the continued payment of any applicable Fees and the other terms
of the applicable Order. This Section 9.6.2
is subject to Section 9.5
where the expiration or termination arises from a Discontinued Index, and to Section 9.6.4
with respect to each Party’s retained ownership of its contributed intellectual property.
9.6.3. Third-Party Licensed Products and Third-Party Licensed Indices.
Third-Party License Agreement in effect on the date of expiration or termination of this Master Agreement or the applicable Order
may remain in effect in accordance with its terms solely to support then-outstanding Third-Party Licensed Products, but in no event
for more than five (5) years following the effective date of such expiration or termination, provided that, except as expressly
provided herein, the Party that granted the license shall not renew, extend or materially expand it beyond any automatic renewal
period permitted under this Section 9.6.3 and shall continue paying any
applicable Fees. No new Third-Party Licensed Products or Third-Party Licensee Indices may be issued or licensed following such
expiration or termination.
9.6.4. Contributed Intellectual Property.
Upon any expiration or termination of this Master Agreement or any Order, each Party retains
ownership of all of its intellectual property, including any intellectual property it contributed
with respect to any Shared IP Index that is subject to such expiration or termination, and
neither Party shall thereafter use the other Party’s intellectual property (including
the other Party’s indices, methodologies, market data, values, patents or Marks), or
any Shared IP Index to the extent it embodies the other Party’s intellectual property,
except as expressly provided in this Master Agreement or the applicable Order.
9.6.5. Surviving
Obligations. Each Party’s rights and obligations hereunder and under any applicable
Order upon the expiration or termination hereof and thereof with respect to Licensed Products
that continue to be listed and traded during any wind-down permitted under this Section 9.6,
shall remain in full force and effect, including with respect to the payment of Fees as contemplated
by Section 9.7,
until such time as such Licensed Products are wound-down and fully delisted, but in no event
for more than five (5) years following the effective date of such expiration or termination.
Master License Agreement Page 26 of 40
9.7. Payment
Obligations Upon Termination. In the event of any expiration or termination of any Order,
the Licensee Party shall pay to the Licensor Party any and all unpaid Fees and other amounts
due under such Order. The Licensee Party’s obligation to pay Fees with respect to any
Licensed Products that continue to be listed and traded during any wind-down period permitted
under Sections 9.5 and
9.6 shall
continue for so long as, and to the extent that, such Licensed Products continue to be traded.
The Fees to be paid in the final calendar year of the Term of any Order shall be computed
by prorating the Fees on the basis of the number of elapsed days in the then-current year,
up through and including the date of such expiration or termination.
9.8. Survival.
9.8.1. Upon
expiration or termination of this Master Agreement in its entirety, the following provisions
shall survive termination of this Master Agreement: Section 1
(Definitions and Interpretations), Section 2
(Structure; Orders), Section 5 (Shared IP Indices), Section 6.1
(No Other Rights), Section 8
(Intellectual Property), Section 9
(Term and Termination), Section 11.4
(Disclaimers and Waivers), Section 11.5
(Damages Waiver), Section 11.6
(Limitation of Liability), Section 12
(Third-Party License Requirements), Section 13
(Confidentiality), Section 14
(Indemnification), and Section 15
(Miscellaneous).
9.8.2. Upon
expiration or termination of any Order, the following shall survive solely with respect to
that Order: (a) Section 7.1
(Fees), solely with respect to fees accrued during the term of that Order that remain unpaid;
(b) Section 7.3
(Audit), for the duration of the Audit Period applicable to that Order; (c) Section 13
(Confidentiality), for the period set forth therein, with respect to Confidential Information
disclosed in connection with that Order; (d) Section 14
(Indemnification), with respect to claims arising out of or relating to that Order, and (e) Section 12
(Third-Party License Requirements), with respect
to any Third-Party License Agreement that remains in effect pursuant to Section 9.6.3.
9.8.3. Each Party may retain and use historical
data and values previously provided under the applicable Order solely for recordkeeping,
audit, regulatory compliance, and not to create or support any new commercial product, index
or benchmark.
9.8.4. All other rights and obligations under
this Master Agreement (including the licenses) and each Order shall terminate in respect
of such Order as of the effective date of expiration or termination thereof, except as otherwise
expressly provided herein or therein.
9.9. Consequences of Termination. Termination
of any Order shall not affect the continued subsistence of any other Order in effect at the
time of such termination. Termination of any Order by either Party shall not act as a waiver
of any breach of such Order and/or this Master Agreement and shall not act as a release of
either Party from any liability for breach of such Party’s obligations under such Order
and/or this Master Agreement. Neither Party shall be liable to the other for damages of any
kind solely as a result of terminating any Order in accordance with the terms set forth in
this Master Agreement and/or such Order. Termination of any Order by either Party shall be
without prejudice to any other right or remedy of such Party under such Order, this Master
Agreement and/or applicable law.
Master License Agreement Page 27 of 40
10. Operating Covenants.
10.1. Seminar Participation. S&P
shall participate to a reasonable degree in a reasonable number of Cboe seminars relating
to any of the S&P Indices. The selection of the S&P representative shall be in the
sole discretion of S&P.
10.2. Assistance with Preparation of Materials.
S&P shall reasonably assist Cboe and any Affiliate of Cboe in connection with the preparation
of factual materials for presentation to the SEC, CFTC, or any other governmental entity,
in connection with any application by Cboe or any Affiliate of Cboe for approval to trade
any of the Standardized Option Contracts, Futures Contracts, or Options on Futures Contracts
licensed hereunder, or any investigations or hearings regarding any such products.
10.3. Commitment to Disseminate Publications.
S&P shall widely disseminate in S&P publications information concerning all S&P
Indices used as the basis for Standardized Option Contracts, Futures Contracts or Options
on Futures Contracts licensed hereunder.
10.4. Dissemination
of Index Values. Unless otherwise expressly provided in an Order, at no cost to Cboe,
other than the Fees described in Section 7.1,
S&P, or its agent, shall compute and disseminate to Cboe’s communications center
the value of each of the S&P Indices used for the Licensed Products at least once every
fifteen (15) seconds during normal trading hours. S&P, or its agent, shall compute and
disseminate to Cboe’s communications center each trading day the “Opening
Index Value” of each such S&P Index, with each such Opening Index Value to
be derived from first reported sale (opening) prices of such securities on such day, except
that the last reported sale price of such a security shall be used in any case where that
security does not open for trading on that day. S&P, or its agent, shall compute and
disseminate to Cboe’s communications center each trading day immediate advice, expressed
as a percentage of index value, respecting the number of securities comprising each such
S&P Index which have opened trading in their primary market. Subject to Section 11.4,
S&P shall use its best efforts in connection therewith to ensure the correct and timely
calculation and dissemination of such S&P Indices. S&P, or its agent, shall maintain
a back-up to verify the calculation of each such S&P Index on a continuing basis and
shall take extra precaution to verify the accuracy of daily closing index values and Opening
Index Values. In addition, S&P shall promptly correct, or instruct its agents to correct,
any inaccuracies in the S&P Indices within the control of S&P which are discovered
by S&P or brought to its attention, in each case in accordance with S&P’s then
current index correction and recalculation policies.
Master License Agreement Page 28 of 40
10.5. Exchange Act Compliance. S&P
recognizes that, as a national securities exchange, Cboe is obligated to conduct its activities
to carry out the purposes of the Exchange Act and to comply with the rules and regulations
thereunder, and that any Affiliate of Cboe that is a national securities exchange is also
so obligated. S&P further recognizes that Cboe’s Affiliates that operate designated
contract markets are obligated to conduct their activities to carry out the purposes of the
Commodity Exchange Act and to comply with the rules and regulations thereunder. S&P
agrees to use its best efforts to comply with any reasonable request by Cboe to take action,
or to refrain from acting, whenever Cboe or any of its Affiliates would be required under
law to do the same if Cboe or such Affiliate were performing the functions that S&P performs
in connection with an S&P Index.
10.6. No Obligation to Market. Except
where S&P expressly agrees to engage in any such activities in an Order, S&P shall
not be obligated to (a) engage in any marketing or promotional activities in connection
with any Licensed Product, or (b) make any representation or statement to investors
or prospective investors in connection with Cboe’s promotion of such products.
10.7. Compliance
with Laws. Cboe shall use its best efforts, and shall cause its Affiliates to use their
best efforts, to comply with the federal securities and commodities laws and the rules of
Cboe or the Affiliate of Cboe (as applicable) and the rules of the OCC (or other relevant
clearing agency) insofar as those laws and rules relate to exchange trading of the Licensed
Products traded on Cboe’s Markets. Cboe shall take reasonable steps, and shall cause
its Affiliates to take reasonable steps, to ensure that the trading of such Licensed Products
is carried out in accordance with high ethical and legal standards. Subject to Sections
10.4
and 10.5,
S&P shall have no obligation or liability in connection therewith. This provision is
intended solely for the benefit of the Parties and not for the benefit of third parties.
10.8. [***]
10.9. [***]
Master License Agreement Page 29 of 40
10.10. Promotional Efforts. Cboe shall
use commercially reasonable efforts to promote, market and sell (or cause the promotion,
marketing and sale of) the Licensed Products under the applicable Order and to protect the
goodwill and reputation of S&P in connection with its use of the S&P Underlying Indices,
Shared IP Indices and Marks. Cboe shall not represent, or grant permission to a third party
to represent, that S&P sponsors, endorses, sells or promotes such Licensed Products or
provides investment advice in relation thereto.
10.11. Promotional
Responsibilities. As between S&P and Cboe, Cboe shall be responsible for conducting
and paying for promotional and educational efforts in connection with the marketing and trading
of the Licensed Products, and S&P shall not be required to bear any of the costs thereof
except the expenses of seminar participation referred to in Section 10.1.
11. Warranties; Disclaimers; Limitation
of Liability.
11.1. No Promotion of Third-Party Litigation.
Except for claims arising out of or in connection with this Master Agreement or any Order,
or any other lawful claims brought directly by a Party or any of its Affiliates against the
other Party or any of its Affiliates, the Parties agree that neither of them shall take any
action to encourage, invite or promote any litigation against the other Party.
11.2. By S&P. S&P represents
and warrants that S&P is the owner of, or has the right to grant a license to Cboe and
its Affiliates to use, the S&P Indices (including the Shared IP Indices calculated by
S&P) and the S&P Marks, as provided herein.
11.3. By Cboe. During the term of this
Master Agreement, Cboe will maintain in its rules, and will cause its Affiliates that operate
trading venues that list Licensed Products, to maintain in their rules, disclaimers of liability
that are in form and substance, as they relate to S&P or its Affiliates, substantially
as set forth in Cboe Rule 1.12 (with respect to Standardized Option Contracts based
on S&P Indices), as it is in effect on the date of this Master Agreement or as may be
updated by Cboe or its Affiliates in writing to the extent reasonably necessary to comply
with applicable laws, rules or regulations.
11.4. Disclaimers and Waivers.
11.4.1. Disclaimer
by S&P. None of (a) the Standardized Option Contracts, Futures Contracts, and
Options on Futures Contracts, (b) the Licensed Products that are listed or traded on
any of Cboe’s Markets, nor (c) the Third-Party Licensed Products, are sponsored
or sold by S&P. S&P’s only relationship to Cboe is the licensing of certain
trademarks and trade names of S&P and of the S&P Indices and S&P Shared IP Indices
which are determined, composed and calculated by S&P without regard to the foregoing
products. S&P has no obligation to take the needs of persons having an interest in such
products into consideration in determining, composing or calculating the S&P Indices
and S&P Shared IP Indices. S&P has no obligation or liability in connection with
the administration, marketing or trading of such products. The Parties acknowledge and agree
that, for the avoidance of doubt, (x) the foregoing disclaimer shall be deemed to apply
to any Third-Party Licensee Index and (y) each reference to the S&P Shared IP Indices
in this Section 11.4.1 shall
be deemed to include the S&P methodologies and S&P Values.
Master License Agreement Page 30 of 40
11.4.2. S&P WAIVER. S&P SHALL
OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE S&P INDICES
AND THE SHARED IP INDICES FROM SOURCES WHICH S&P CONSIDERS RELIABLE, BUT S&P DOES
NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P INDICES, THE SHARED IP
INDICES OR THE S&P VALUES OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY
FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR
IMPLIED, AS TO RESULTS TO BE OBTAINED BY ANY PERSON OR ANY ENTITY FROM THE USE OF THE S&P
INDICES, SHARED IP INDICES, S&P METHODOLOGIES, THE S&P VALUES OR ANY DATA INCLUDED
THEREIN IN CONNECTION WITH THE TRADING OF LICENSED PRODUCTS OR OTHER INVESTMENT PRODUCTS
THAT ARE BASED ON ANY INDEX CALCULATED OR MAINTAINED USING ANY OF THE S&P VALUES OR S&P
METHODOLOGIES, OR FOR ANY OTHER USE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, S&P MAKES
NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P INDICES, SHARED IP
INDICES OR THE S&P VALUES OR ANY DATA INCLUDED THEREIN.
11.4.3. Disclaimer
by Cboe. S&P acknowledges that no Third-Party Licensed Products licensed by S&P
are sponsored or sold by Cboe. Cboe’s only relationship to S&P with respect to
such Third-Party Licensed Products, if any, is the licensing of the Cboe Shared IP Indices
and Cboe Marks. Cboe has no obligation to take the needs of persons having an interest in
such Third-Party Licensed Products into consideration in determining, composing or calculating
the Cboe Shared IP Indices. Cboe has no obligation or liability in connection with the administration,
marketing or trading of any such Third-Party Licensed Products. The Parties acknowledge and
agree that, for the avoidance of doubt, (x) the foregoing disclaimer shall be deemed
to apply to any Third-Party Licensee Index and (y) each reference to the Cboe Shared
IP Indices in this Section 11.4.3
shall be deemed to include the Cboe Methodologies and Cboe Values.
11.4.4. CBOE WAIVER. CBOE SHALL OBTAIN
INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE CBOE SHARED IP INDICES
FROM SOURCES WHICH CBOE CONSIDERS RELIABLE, BUT CBOE DOES NOT GUARANTEE THE ACCURACY AND/OR
THE COMPLETENESS OF THE CBOE SHARED IP INDICES, THE CBOE VALUES OR ANY DATA INCLUDED THEREIN
AND CBOE SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. CBOE
MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY ANY PERSON OR ANY
ENTITY FROM THE USE OF THE CBOE SHARED IP INDICES, THE CBOE VALUES OR ANY DATA INCLUDED THEREIN
IN CONNECTION WITH THE TRADING OF ANY LICENSED PRODUCTS IN RESPECT OF WHICH CBOE GRANTS ANY
LICENSE TO USE ANY OF THE SHARED IP INDICES, OR FOR ANY OTHER USE. EXCEPT AS EXPRESSLY SET
FORTH HEREIN, CBOE MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE CBOE SHARED
IP INDICES, THE CBOE VALUES OR ANY DATA INCLUDED THEREIN. CBOE MAKES NO WARRANTY, EXPRESS
OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY ANY PERSON OR ANY ENTITY FROM THE USE OF THE
CBOE METHODOLOGIES OR THE USE OF OR TRADING IN ANY INVESTMENT PRODUCT THAT IS BASED ON ANY
INDEX THAT IS CALCULATED AND/OR MAINTAINED USING ANY OF THE CBOE METHODOLOGIES, AND, EXCEPT
AS EXPRESSLY SET FORTH HEREIN, CBOE MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY
DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE CBOE METHODOLOGIES.
Master License Agreement Page 31 of 40
11.5. Damages
Waiver. Other than with respect to damages subject to indemnification under Section 14
that arise from a third-party claim, neither Party shall have any liability for indirect,
special, punitive or consequential damages arising out of this Master Agreement, even if
notified of the possibility of such damages.
11.6. Limitation
of Liability. Without diminishing the disclaimers and limitations on liability set forth
in Section 11.4
and Section 11.5,
other than with respect to damages subject to indemnification under Section 14
that arise from a third-party claim, in no event shall the cumulative liability of either
Party or any of its Affiliates to the other Party and its Affiliates exceed an amount equal
to the fees paid by Cboe to S&P under this Master Agreement during the twelve (12) month
period immediately preceding the most recent anniversary of the Effective Date (or, for any
claim arising prior to the first anniversary of the Effective Date, an amount equal to the
fees paid by Cboe to S&P under this Master Agreement and the applicable Prior Agreement
during the twelve (12) month period immediately preceding the Effective Date).
12. Third-Party License Requirements.
Where a Party or any of its Affiliates (the “Licensing Party”) grants
a Third-Party Licensee any right to use any index, methodology, value or Mark owned or controlled
by the other Party or any of its Affiliates (such Party, the “Protected Party”),
or any Shared IP Index or Third-Party Licensee Index to the extent embodying any of the foregoing
(all such intellectual property, collectively, “Protected IP”), the following
requirements shall apply:
12.1. Written
Agreement. The Licensing Party shall enter into a written agreement with any Third-Party
Licensee (such agreement, the “Third-Party License Agreement”) setting
forth the terms and conditions upon which such Third-Party Licensee shall be granted any
right or license in and to the Protected IP, in each case, in accordance with the terms and
conditions of this Section 12.
12.2. Acknowledgments. The Licensing
Party shall cause the Third-Party License Agreement to include an acknowledgment from the
applicable Third-Party Licensee that the Protected Party (and its Third-Party Licensors)
(a) does not sponsor, endorse, sell or promote any index or product of the Third-Party
Licensee based on the Protected IP, (b) has no obligation to consider the needs of the
Third-Party Licensee or any person having an interest in any such index or product in determining,
calculating, maintaining or modifying the Protected IP, and (c) has no obligation or
liability in connection with the administration, marketing or trading of any such index or
product, except to the extent the Protected Party has separately agreed in writing to calculate
or administer such index.
Master License Agreement Page 32 of 40
12.3. Disclaimers.
The Licensing Party shall cause the Third-Party License Agreement to include waivers, disclaimers
of warranties and limitations of liability for the benefit of the Protected Party (and its
Third-Party Licensors) substantially similar to, and no less protective than, (a) any
such waivers, disclaimers or limitations included therein for the Licensing Party’s
own benefit and (b) Section 11.4.2
or Section 11.4.4 (as applicable).
12.4. Downstream Disclosures. The Licensing
Party shall cause the Third-Party License Agreement to require the Third-Party Licensee to
include (in accordance with the terms and conditions of Exhibit A) (a) the
disclaimer set forth in Section 1 of Exhibit A in any offering document
or third-party contract relating to the licensed use, and (b) the notice set forth in
Section 2 of Exhibit A in all other informational materials relating
to the licensed use; provided that, notwithstanding the foregoing, the applicable
Third-Party License Agreement may provide that any product-related language may be omitted
where no use in connection with a financial product is licensed.
12.5. Marks.
Where a Third-Party License Agreement provides for the grant of any right or license to any
Mark owned or controlled by the Protected Party, the Licensing Party shall require the Third-Party
Licensee to: (a) acknowledge that any and all goodwill arising from the use of such
Mark shall inure to the sole benefit of the Protected Party or its designee, (b) comply
with reasonable quality control obligations (which may be satisfied by a requirement to comply
with applicable law with respect to Third-Party Licensed Products and the informational materials
review process set forth in Section 12.6),
(c) identify such Mark as a trademark used under license, (d) use such Mark only
as expressly permitted under this Master Agreement and the applicable Order (and not in the
name of any index or product unless expressly so permitted), and (e) not challenge the
ownership or validity of such Mark during the term of its license.
12.6. Informational
Materials. The Licensing Party shall cause the Third-Party License Agreement to require
the Third-Party Licensee to submit to the Licensing Party for approval, before distribution
to any third party, any informational materials describing the Protected Party or any Protected
IP and/or templates of informational materials describing the Protected Party or any Protected
IP. Subsequent informational materials that are substantially similar to previously approved
materials (or templates), and that do not materially alter the use or description of the
Protected Party, its Marks, the Protected IP or any required disclaimers, need not be submitted
for prior approval. In the alternative, solely with respect to informational materials that
describe the Protected Party and the Protected IP using only descriptions previously approved
by the Protected Party under Section 8.5
(together with the disclaimers and notices required under Section 12.4),
the Licensing Party may require the Third-Party Licensee to submit representative samples
of such informational materials to the Licensing Party from time to time. The Licensing Party
shall (a) prior to approving any such informational material, ensure any such descriptions
of the Protected Party or any Protected IP conform to those approved by the Protected Party
under Section 8.5 and (b) upon
the Protected Party’s reasonable written request, provide representative samples thereof
and promptly cause any deficiency identified therein by the Protected Party to be remedied.
12.7. General.
The Licensing Party shall cause the Third-Party License Agreement to require the Third-Party
Licensee to impose the requirements of this Section 12
on any permitted sublicensee. The requirements of this Section 12
may be satisfied by a generic reference that reasonably encompasses the Protected Party (e.g.,
the Licensing Party’s “licensors” or “third-party licensors”),
without naming it. Any Third-Party License Agreement entered into before the Effective Date
that complied with the applicable requirements of the Prior Agreements is deemed to comply
with this Section 12 for its
then-current term; provided that the Licensing Party shall use commercially reasonable efforts
to conform any such Third-Party License Agreement with this Section 12
upon its next renewal (other than an automatic renewal) or material amendment.
12.8. Term. Any Third-Party License Agreement granted to a third party
with respect to a Shared IP Index (including any Third-Party Licensee Index and any Third-Party Licensed
Products based thereon) after the Effective Date shall have an initial term of three (3) years or less and
shall automatically renew for successive periods of three (3) years or less, unless (a) either party to
such license provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current
term or (b) otherwise agreed in writing between Cboe and S&P; provided that any Third-Party License
Agreement granted prior to the Effective Date shall continue in accordance with their existing terms.
Master License Agreement Page 33 of 40
13. Confidentiality.
13.1. Confidential Information. Each
Party (the “Disclosing Party”) may from time to time during the term of
this Master Agreement disclose to the other Party (the “Receiving Party”)
certain information regarding the Disclosing Party’s business, products, and services,
including technical, marketing, financial, employee, planning, product development, sales
volume, pricing, discounts, customers, and other confidential or proprietary information,
in each case that (a) is marked at the time of disclosure as “confidential”
or “proprietary” or with a similar designation, (b) when disclosed orally
or visually, is identified by the Disclosing Party as confidential at the time of such disclosure,
or (c) is information that the Receiving Party should otherwise reasonably understand
to be confidential to the Disclosing Party by the nature of the information or the circumstances
of its disclosure (“Confidential Information”).
13.2. Protection
of Confidential Information. The Receiving Party will not, and will cause its Affiliates
and representatives not to, use any Confidential Information of the Disclosing Party for
any purpose not expressly permitted by this Master Agreement or any Order, and will, and
will cause its Affiliates and representatives to, disclose the Confidential Information of
the Disclosing Party only to the employees, officers, directors, or contractors of the Receiving
Party and its Affiliates who have a need to know such Confidential Information for purposes
of this Master Agreement (or any Order) and who are under a duty of confidentiality no less
restrictive than the Receiving Party’s duty hereunder (it being understood, for the
avoidance of doubt, that the Receiving Party shall be fully responsible and liable for any
breach of this Section 13
by its Affiliates or their representatives). The Receiving Party will protect the Disclosing
Party’s Confidential Information from unauthorized use, access, or disclosure in the
same manner as the Receiving Party protects its own confidential or proprietary information
of a similar nature and with no less than reasonable care. The Parties’ obligations
with respect to Confidential Information under this Master Agreement apply until the date
that is five (5) years after the final date of disclosure of Confidential Information
under this Master Agreement or the applicable Order to the Receiving Party; provided that,
with respect to any Confidential Information that consists of any trade secret of the Disclosing
Party, the Receiving Party’s obligations under this Section 13
shall continue until such time as such Confidential Information is no longer maintained as
a trade secret by the Disclosing Party.
Master License Agreement Page 34 of 40
13.3. Exceptions.
The Receiving Party’s obligations under Section 13.2
with respect to any Confidential Information of the Disclosing Party will not apply if such
information: (a) was already known to the Receiving Party free of any obligation of
confidentiality owed to the Disclosing Party at the time of disclosure by the Disclosing
Party; (b) is or was disclosed to the Receiving Party by a third party who had the right
to make such disclosure without any confidentiality restrictions; (c) is, or through
no fault of the Receiving Party has become, generally available to the public; or (d) is
or was independently developed by the Receiving Party without reference or use of the Disclosing
Party’s Confidential Information. In addition, the Receiving Party will be allowed
to disclose Confidential Information of the Disclosing Party to the extent that such disclosure
is (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving
Party to enforce its rights under this Master Agreement in connection with a legal proceeding,
or (iii) required by law (including the rules of any stock exchange on which the
Receiving Party or any of its Affiliates are listed) or by the order of a court or similar
judicial or administrative body; provided that, in the case of clause (iii), the Receiving
Party notifies the Disclosing Party of such required disclosure promptly and in writing (if
permitted under applicable law) and cooperates with the Disclosing Party, at the Disclosing
Party’s reasonable request and expense, in any lawful action to contest or limit the
scope of such required disclosure, and the Receiving Party ensures that any Confidential
Information disclosed under this provision will still be afforded the protection of this
Master Agreement to the extent it does not become publicly available as a result of such
disclosure. In addition, the Receiving Party may disclose Confidential Information to any
regulatory or self-regulatory authority having jurisdiction over the Receiving Party or its
Affiliates, in connection with any examination, inquiry, investigation or other oversight
of the Receiving Party or its Affiliates, without prior notice to the Disclosing Party; provided
that the Receiving Party shall take reasonable steps to ensure confidential treatment of
such Confidential Information by such authority.
13.4. Return
of Confidential Information. The Receiving Party will either, at its option, return to
the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the
Receiving Party’s possession or control (except for any such Confidential Information
that is the subject of a continuing license) promptly upon the written request of the Disclosing
Party following the expiration or termination of this Master Agreement; provided that the
Receiving Party may retain a copy of computer records or files containing such Confidential
Information created pursuant to automatic archiving or back-up procedures that cannot reasonably
be deleted or to the extent otherwise required by applicable law or the Receiving Party’s
bona fide document retention policy (it being understood that, during such retention period,
such copy will be kept confidential by the Receiving Party in accordance with this Section 13).
13.5. Publicity;
Confidentiality of Terms of Agreement. Neither Party will publicly announce the existence
of this Master Agreement, or advertise or release any publicity regarding this Master Agreement,
without securing the prior written consent of the other Party. Except as specified in this
Section 13.5,
neither Party shall disclose the specific terms and conditions of this Master Agreement to
any third party without the prior written consent of the other Party. Notwithstanding the
foregoing, a Party may: (a) disclose the existence and terms of this Master Agreement
to such Party’s accountants, attorneys and other professional advisers under a duty
of confidentiality; (b) disclose the existence (but not the terms) of this Master Agreement,
as reasonably required in the conduct of a Party’s business, to actual and potential
suppliers and customers who are under reasonable confidentiality obligations; (c) disclose
the existence and terms of this Master Agreement as required by applicable law or regulation,
including as required by securities laws and the rules thereunder, the rules of
any stock exchange or by order of any court or governmental agency; (d) disclose the
existence and terms of this Master Agreement, subject to a reasonable, written nondisclosure
agreement between the discloser and (i) actual or prospective acquirers in a merger,
acquisition, or permitted transfer of this Master Agreement or (ii) actual or prospective
Third-Party Licensees or sublicensees in a license or sublicense permitted by this Master
Agreement; or (e) disclose the existence and terms of this Master Agreement in connection
with litigation regarding this Master Agreement or the subject matter hereof, subject to
reasonable attempts to obtain a protective order covering this Master Agreement.
Master License Agreement Page 35 of 40
13.6. Impending Underlying-Index Changes.
S&P shall use reasonable efforts to safeguard the confidentiality of impending changes
to the composition or calculation methodology of each licensed S&P Index until public
dissemination, shall require the same of its calculation agents, and shall maintain reasonable
access controls. S&P will maintain policies and procedures designed to (i) ensure
its employees comply with applicable law in the course of their employment including, without
limitation, insider trading laws; (ii) prohibit its employees’’ use of material
non-public information to trade in securities or to share any such information with others
to trade in securities either for the employee or others' benefit and (iii) prohibit
employees from using any confidential information obtained in the course of their employment
for their own personal benefit. Neither S&P nor any of its Affiliates shall be liable
for a violation of that trading prohibition by an employee or other personnel who violates
policies and procedures reasonably designed to prevent such trading.
14. Indemnification.
14.1. By
Cboe. Except as provided in Section 14.3,
Cboe shall indemnify and hold harmless S&P and its Affiliates and its and their respective
officers, directors, employees and agents against any and all judgments, damages, costs (including
reasonable attorneys’ and experts’ fees) or losses of any kind (collectively,
“Losses”) as a result of any claim, action or proceeding instituted after
the Effective Date that arises out of or relates to (a) this Master Agreement (other
than a breach by S&P of its representations, warranties and agreements hereunder), (b) Licensed
Products, or (c) the Cboe Shared IP Indices.
14.2. By
S&P. Except as provided in Section 14.3,
S&P shall indemnify and hold harmless Cboe and its Affiliates and its and their respective
officers, directors, employees and agents against any and all Losses as a result of any claim,
action or proceeding instituted after the Effective Date that arises out of or relates to
(a) a breach by S&P of its representations, warranties and agreements hereunder
or (b) the S&P Shared IP Indices, except to the extent any such claim, action or
proceeding arises out of or relates to a miscalculation or error in an S&P Index or S&P
Shared IP Index or any data related thereto.
14.3. Exclusions.
The Party obligated to indemnify under this Section 14
(the “Indemnifying Party”) shall not indemnify or hold harmless the Party
entitled to indemnification under this Section 14
(the “Indemnified Party”), its Affiliates and their officers, directors,
employees or agents against any Losses as a result of any claim, action or proceeding that
arises out of or relates to (a) the willful or intentional misconduct or reckless or
grossly negligent conduct of any of the Indemnified Party’s officers, directors, employees
or agents, or (b) any breach by the Indemnified Party of its representations, warranties
or agreements made in this Master Agreement.
Master License Agreement Page 36 of 40
14.4. Indemnification
Procedures. The Indemnified Party shall notify the Indemnifying Party promptly of any
third-party claim for which the Indemnified Party seeks indemnification under this Section 14.
The Indemnified Party’s failure to provide such notice or delay in providing such notice
will relieve the Indemnifying Party of its obligation under this Section 14
to defend or indemnify against the claim only if and to the extent such delay or failure
materially prejudices the Indemnifying Party’s ability to defend the claim. The Indemnifying
Party shall periodically reimburse the Indemnified Party for its expenses incurred under
this Section 14. The Indemnified
Party shall have the right, at its own expense, to participate in the defense of any claim,
action or proceeding against which it is indemnified hereunder; provided, however, it shall
have no right to control the defense, consent to judgment, or agree to settle any such claim,
action or proceeding without the written consent of the Indemnifying Party without waiving
the indemnity hereunder. The Indemnifying Party, in the defense of any such claim, action
or proceeding, except with the written consent of the Indemnified Party, shall not consent
to entry of any judgment or enter into any settlement which either (a) does not include,
as an unconditional term, the grant by the claimant to the Indemnified Party of a release
of all liabilities in respect of such claims or (b) otherwise adversely affects the
rights of the Indemnified Party.
15. Miscellaneous.
15.1. Force Majeure. Neither S&P
nor Cboe shall bear any responsibility or liability for any losses arising out of any delay
in or interruption of their respective performance of their obligations under this Master
Agreement and/or any Order due to any act of God, act of governmental authority, act of the
public enemy or due to war, the outbreak or escalation of hostilities (including acts of
terrorism), riot, fire, flood, civil commotion, insurrection, labor difficulty (including
any strike or other work stoppage or slowdown), severe or adverse weather conditions,
communications line failure or other similar cause beyond the reasonable control of the Party
so affected (a “Force Majeure Event”). A Party subject to a Force Majeure
Event shall not be in breach of this Master Agreement and/or any Order provided that it (a) promptly
notifies the other Party in writing of the nature and extent of such Force Majeure Event
and (b) uses commercially reasonable efforts to mitigate the effect of such Force Majeure
Event and to resume performance of its obligations hereunder as soon as reasonably practicable.
15.2. Governing
Law / Forum. This Master Agreement and all Orders hereunder shall be deemed to have been
made in the State of New York and shall be governed by, and construed, interpreted and enforced
in accordance with, the laws of the State of New York, without reference to its principles
of conflicts of laws. Any action or proceeding arising under or relating to this Master Agreement
and/or any Order shall be instituted in a federal or state court of competent jurisdiction
in the State and County of New York, and each Party hereby consents to submit to the exclusive
jurisdiction of such courts and waives any objection to the propriety or convenience of venue
therein. Service of process with respect to any such action or proceeding may be made upon
either Party by registered or certified mail, postage prepaid, to such Party at its notice
address provided in Section 15.5.
Each party hereby waives any right it may have to
a jury trial in connection with any legal action, proceeding, controversy or claim between
the parties arising out of or relating to this MASTER Agreement.
Master License Agreement Page 37 of 40
15.3. Assignment and Change of Control.
15.3.1. Assignment.
This Master Agreement is solely and exclusively between the Parties and shall not be assigned
or transferred by either Party without the prior written consent of the other Party, and
any attempt to assign or transfer this Master Agreement without such written consent shall
be null and void. Nothing in this Master Agreement, express or implied, is intended to or
shall confer on any person (other than the Parties hereto, any Affiliate of either Party
and any other person associated with either Party identified in Section 14
of this Master Agreement, and the respective permitted successors or assigns of the Parties)
any rights or remedies under or by reason of this Master Agreement. Unless otherwise expressly
provided herein, there are no third-party beneficiaries to this Master Agreement.
15.3.2. Change of Control. Cboe shall
promptly notify S&P if Cboe or Cboe Global Markets, Inc. is subject to a Change
of Control. Promptly following any such Change of Control, Cboe shall procure that the applicable
entity in control of Cboe or Cboe Global Markets, Inc., as applicable, following such
Change of Control acknowledges and agrees in writing that (a) this Master Agreement
and all then-effective Orders hereunder shall remain in full force and effect between the
Parties notwithstanding the Change of Control and (b) the Change of Control will not
diminish, enlarge or otherwise affect the obligations (including any fee payment obligations)
of Cboe under this Master Agreement or any then-effective Order.
15.4. Complete
Agreement. This Master Agreement and the Orders constitute the entire agreement of the
Parties with respect to its subject matter. The Parties acknowledge and agree that this Master
Agreement, including the Orders entered into hereunder, supersedes and replaces all previous
agreements between the Parties with respect to the subject matter of this Master Agreement
and the Orders (including the Prior Agreements), for all rights and obligations commencing
on the Effective Date, and that the Prior Agreements are hereby terminated effective as of
the Effective Date. Each Additional Signatory, by its execution of this Master Agreement
solely for purposes of this Section 15.4,
acknowledges and agrees to the termination of each Prior Agreement to which it is a party
effective as of the Effective Date, and shall have no other right, obligation or liability
under this Master Agreement or any Order. There are no oral or written collateral representations,
agreements, or understandings with respect to the subject matter of this Master Agreement
and the Orders, except as provided herein or therein. Nothing in this Master Agreement or
any Order, express or implied, is intended to or shall confer on any person other than the
Parties, and their respective Affiliates, respective related persons expressly referred to
in Section 14 and respective
permitted successors or assigns, any rights or remedies under or by reason of this Master
Agreement or any Order, including under Section 14.
This Master Agreement is binding upon and inures to the benefit of the Parties and their
successors and permitted assigns.
Master License Agreement Page 38 of 40
15.5. Notices. All notices and other
communications under this Master Agreement shall be in writing and may be sent by email or
delivered by courier service or mail to the addresses set forth below; provided, if sent
by email, that the notice shall be deemed to have been received only upon receipt by the
sending party of an acknowledgment of receipt; if sent by courier, that the notice shall
be deemed to have been received when signed for as shown in the records of the courier service;
and, if sent by mail, that the notice shall be sent postage prepaid by registered or certified
mail, return receipt requested, and shall be deemed to have been received five (5) days
after mailing. Any such notice shall be sent to the following addresses of the other Party
or such other addresses as either Party shall specify by a written notice to the other.
Notice to S&P:
Notice to Cboe:
[*]
[*]
15.6. Relationship of Parties. The
Parties are independent contractors to each other with respect to each and every aspect of
this Master Agreement. Nothing herein shall be deemed to establish a partnership, joint venture,
franchise or any other form of relationship. Neither Party shall incur any obligations for
or in the name of the other Party, or have the authority to bind or obligate the other Party.
15.7. Severability. If any provision
of this Master Agreement is determined to be illegal, invalid or otherwise unenforceable,
then to the extent necessary to make such provision and/or this Master Agreement legal or
otherwise enforceable, such provision shall be limited, construed or deleted from this Master
Agreement and the remaining provisions shall survive and remain in full force and effect.
15.8. Amendment and Waiver. Except
as otherwise expressly provided herein, any provision of this Master Agreement or of any
Order may be amended or modified, and the observance of any provision of this Master Agreement
or any Order may be waived (either generally or in any particular instance and either retroactively
or prospectively), only in the form of a writing signed by a duly authorized officer of both
Parties (or, in the case of a waiver, a duly authorized officer of the waiving Party). The
failure of either Party to enforce its rights under this Master Agreement or any Order at
any time for any period shall not be construed as a waiver or other impairment of such rights
or any other provision herein.
15.9. Construction; Interpretation.
The section headings appearing in this Master Agreement and each Order are inserted only
as a matter of convenience and in no way define, limit, construe or describe the scope or
extent of such section or in any way affect this Master Agreement or any Order. Each Party
acknowledges that it has participated in the preparation of this Master Agreement and each
Order and agrees that any rules of construction to the effect that ambiguities are to
be resolved against the drafting Party will not be applied in the construction or interpretation
of this Master Agreement or any Order. The rights and remedies of the Parties are cumulative
(and not alternative). In this Master Agreement and each Order, unless the context otherwise
requires: (a) the words “include,” “includes” and “including”
shall be deemed to be followed by the phrase “without limitation” and shall not
be construed to limit any general statement that it follows to the specific or similar items
or matters immediately following it; (b) the word “or” is not exclusive
and shall be interpreted to mean “and/or” unless the context otherwise requires;
(c) all references to “$” or “dollars” refer to United States
dollars; (d) references to Sections, Exhibits, and Orders are to Sections, Exhibits,
and Orders of or to this Master Agreement unless otherwise specified; (e) all Exhibits,
Schedules and Orders attached hereto or referred to herein are incorporated by reference
and made a part of this Master Agreement; (f) references to “days” mean
calendar days unless otherwise specified as “business days” or “trading
days”; (g) colored text is used purely for ease of reference and shall have no
impact on the interpretation of this Master Agreement or any Order, and (h) each term
defined in the singular shall be deemed to include the plural and vice versa.
Master License Agreement Page 39 of 40
15.10. Counterparts. This Master Agreement
may be executed in two or more counterparts (including .pdf counterparts), each of which
will be considered an original, and all of which together will constitute one and the same
instrument.
15.11. Economic Sanctions. As of the
Effective Date of this Master Agreement and each applicable Order: (a) neither Party
(nor any of its subsidiaries or any director or corporate officer of any of the foregoing)
is the subject of any sanctions administered by the Office of Foreign Assets Control of the
U.S. Department of the Treasury, the U.S. State Department, the United Nations Security Council,
the European Union or other relevant sanctions authority (collectively, “Sanctions”);
(b) neither Party is (i) fifty percent (50%) or more owned or controlled, directly
or indirectly, by any person or entity that is the subject of Sanctions, (ii) an agency
or instrumentality of, or an entity owned or controlled by, the government of a country that
is the subject of territorial Sanctions, or (iii) located, organized or resident in
a country that is the subject of territorial Sanctions; (c) to the best of each Party’s
knowledge, no entity fifty percent (50%) or more owned or controlled by a direct or indirect
parent of such Party is the subject of Sanctions; and (d) neither Party will use, or
permit the use of, the indices, marks, products or services made available under this Master
Agreement or any Order for the benefit of the government of a country that is the subject
of territorial Sanctions or any person that is the subject of Sanctions. For so long as this
Master Agreement is in effect, each Party will promptly notify the other Party if any of
these circumstances change.
[Signature Page Follows]
Master License Agreement Page 40 of 40
IN WITNESS WHEREOF, intending to be legally
bound, the Parties through their duly authorized representatives have executed this Master Agreement as of the Effective Date.
S&P OPCO, LLC
CBOE EXCHANGE, INC.
By:
/s/ Catherine Clay
By:
/s/ Craig Donohue
Name:
Catherine Clay
Name:
Craig Donohue
Title:
President and CEO
Title:
Chief Executive Officer and President
Date:
September 28, 2026
Date:
September 28, 2026
Solely for purposes of Section 15.4:
S&P DOW JONES INDICES LLC
By:
/s/ Catherine Clay
Name:
Catherine Clay
Title:
President and CEO
Date:
September 28, 2026
DJI OPCO, LLC
By:
/s/ Catherine Clay
Name:
Catherine Clay
Title:
President and CEO
Date:
September 28, 2026
[Signature Page to Master
License Agreement]
EXHIBIT A
DISCLAIMERS
The following language shall be tailored to properly identify the
parties, marks, indices, methodologies, values and data applicable to the relevant Order, license and Licensed Product.
1) Disclaimer and Trademark Notice required
for S&P and Cboe Clients and for inclusion in Client’s Prospectus, Similar Offering Document or Contract with a Third Party.
NEITHER S&P OR CBOE, ANY OF THEIR AFFILIATES
NOR ANY OF THEIR THIRD-PARTY LICENSORS GUARANTEES THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF ANY SHARED IP INDEX, CBOE METHODOLOGIES,
S&P VALUES OR CBOE VALUES OR ANY DATA INCLUDED THEREIN OR ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN
COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P or CBOE, ITS AFFILIATES AND THEIR THIRD-PARTY
LICENSORS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS IN ANY SHARED IP INDEX, S&P VALUES
OR CBOE VALUES OR ANY DATA INCLUDED THEREIN. S&P or CBOE MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO ANY MARKS, SHARED IP INDEX, CBOE METHODOLOGIES, S&P
VALUES OR CBOE VALUES AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P
or CBOE, ANY OF ITS AFFILIATES OR ANY OF THEIR THIRD-PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.
Exhibit A to Master License Agreement Page 1 of 2
The Licensed Products are not sponsored, endorsed,
sold or promoted by [S&P or Cboe] or any of its Third-Party Licensors. Neither [S&P or Cboe] nor its Third-Party Licensors makes
any representation or warranty, express or implied, to any owner of the Licensed Products, any other person with a financial interest
in the Licensed Products, or any member of the public regarding the advisability of investing in securities generally or in the Licensed
Products particularly or the ability of any Shared IP Index, S&P Values or Cboe Values to track the performance of any aspect or
segment of the market. [S&P’s or Cboe’s] only relationship to [Client] with respect to [Licensed Product] is the licensing
or provision of certain trademarks of S&P and/or Cboe and its Third-Party Licensors and the Shared IP Indices, Cboe Methodologies,
S&P Values and Cboe Values, the values of which are determined without regard to [Client] or [Licensed Product]. [S&P or Cboe]
and its Third-Party Licensors have no obligation to take the needs of [Client], any owners of the Licensed Products or any other person
with a financial interest in the Licensed Products into consideration in determining any Shared IP Index, S&P Values or Cboe Values.
[S&P or Cboe] and its Third-Party Licensors are not responsible for and have not participated in any determination of the prices
of the Licensed Products, the amount of the Licensed Products that is issued or sold by any person, the timing of the issuance or sale
of the Licensed Products or the equation by which the Licensed Products are to be converted into or redeemed for cash. [S&P or Cboe]
has no obligation or liability in connection with the administration or marketing or trading of the Licensed Products. The S&P Marks
are trademarks of S&P Dow Jones Indices LLC. The Cboe Marks are trademarks of the Cboe Exchange, Inc.
2) Short Form Notices/Disclaimers.
S&P as licensor of Cboe Values and/or
S&P Values based on Cboe Values.
[Insert Marks] are trademarks of S&P Dow
Jones Indices LLC (“S&P”) and have been licensed for use by Cboe. The Cboe Marks are trademarks of Cboe Exchange, Inc.
(“Cboe”) and Cboe has agreed that S&P may license Cboe’s Marks, Cboe Methodologies, and the Cboe Values to Third-Party
Licensees. Any Licensed Products that have a Shared IP Index as their underlying interest are not sponsored, endorsed, sold or promoted
by S&P or Cboe and neither S&P nor Cboe makes any representation regarding the advisability of investing in such products.
Exhibit A to Master License Agreement Page 2 of 2
EXHIBIT B
FORM OF CONSENT NOTICE
This request for consent (this “Consent
Notice”) is made under Section 6.3 of the Master Agreement and in connection with the applicable Order(s) thereto.
A.
REQUEST OVERVIEW (complete for every request)
1. Reference Number: [YYYYMMDD-CBOE/SP-##]
(date sent, requesting Party, and that Party's sequence number for the day – e.g.,
20261001-SP-01 for S&P’s first request on October 1, 2026)
2. Date of Request: [TBD]
3. Nature of Request (select
all that apply):
¨
New Shared IP Index: creation of a new index, indicator or benchmark
that uses Cboe Values or otherwise combines S&P and Cboe IP. [Complete Section B]
¨
New Product on Cboe’s Markets: listing or trading on Cboe’s
markets of a product based on a Shared IP Index. [Complete Section B]
¨
Third-Party License: licensing a third-party to use a Shared IP Index,
Cboe Values, a Cboe Methodology, and/or Marks. [Complete Sections B & C; check each proposed use]:
¨
benchmarking the performance of a strategy or portfolio
¨
a third-party licensed product (e.g., ETF, ETN, OTC swap, DeFi product)
¨
a third-party licensee derived index (including products based on it)
¨
Use of Marks: use of an S&P or Cboe Mark not already licensed for
the proposed use (including standalone use or use in the name of an index or product). [Complete Section B]
¨
Other: any other use of a Shared IP Index or Cboe Values (e.g., use
of Cboe Values as the basis, settlement price, or reference price for a product). [Describe in Section E]
B. INDEX AND IP DETAILS (complete
for every request)
1. Shared IP Index Name and Ticker
(existing or proposed): [TBD]
2. Shared IP Index Owner (new
Cboe/S&P index only): [Cboe / S&P (identify any Affiliate)]
3. Index Calculation Agent (new
Cboe/S&P index only): [TBD]
4. Benchmark Administrator (new
Cboe/S&P index only): [TBD]
5. S&P Underlying IP (e.g.,
S&P 500 Index values): [TBD]
6. Cboe Values (e.g., SPX options,
VIX futures, or VIX options data): [TBD]
Exhibit B to Master License Agreement Page 1 of 2
7. Cboe Methodology (e.g., VIX
Methodology): [TBD]
8. Index Methodology Description
(brief summary; attach or link if available): [TBD]
9. S&P Marks and Proposed Use
(e.g., “S&P 500” in an index name): [TBD]
10. Cboe Marks and Proposed Use
(e.g., “VIX” in a product name): [TBD]
11. Products on Cboe’s Markets
(e.g., options, futures): [TBD]
12. Territory: [TBD]
C. THIRD-PARTY LICENSE DETAILS
(Third-Party License requests only)
1. Third-Party Licensee (legal
name): [TBD]
2. Purpose and Strategy (2–3
sentences): [TBD – e.g., what the index, product or benchmark tracks or
seeks to achieve, its target market or investors, and how it uses the licensed IP.]
3. Third-Party Licensee Derived
Index (name, ticker, calculation agent, and brief methodology summary): [TBD]
4. Third-Party Licensed Product(s) (e.g.,
ETF, ETN, OTC swap, DeFi product): [TBD]
5. Benchmarking Use (strategy
or portfolio to be benchmarked): [TBD]
6. Data and Distribution (e.g.,
to clients, on a website or on-chain): [TBD]
D. COMMERCIAL TERMS (complete
for every request)
1. Fees and Revenue Share: [***]
2. Licensee Fee Structure:
¨
Flat fee
¨
Asset-based
¨
Per-contract/volume-based
¨
No fee
¨
Other: [TBD]
E. OTHER TERMS / SPECIAL TERMS
(if applicable): [TBD]
Exhibit B to Master License Agreement Page 2 of 2
EX-10.2 — EXHIBIT 10.2
EX-10.2
Filename: tm2626203d1_ex10-2.htm · Sequence: 3
Exhibit 10.2
CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS
EXHIBIT PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS
AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED PURSUANT TO ITEM 601(B)(10). “[*]” INDICATES
THAT PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN REDACTED PURSUANT TO ITEM 601(A)(6) OF REGULATION S-K.
EXECUTION COPY
ORDER NO. 1-1
S&P 500 Index
THIS Order No. 1-1 (this “Order”)
is entered into as of September 28, 2026 (the “Commencement Date”) by and between:
(I) S&P Opco, LLC, a New York
limited liability company, having a place of business at 55 Water Street, New York, NY 10041,
USA (“S&P”); and
(II) Cboe Exchange, Inc., a Delaware
corporation, having an office at 433 West Van Buren Street, Chicago, Illinois 60607
(“Cboe”).
WHEREAS
(A) S&P is a Party to a subsisting written
Master License Agreement as of September 28, 2026 with Cboe (the “Master Agreement”);
(B) each of the Parties owns and maintains
certain financial indices and associated trademarks, certain of which are specified below
as being licensed to the other Party; and
(C) the Parties are willing to enter into
this Order governed by the Master Agreement for the licensing of the Covered Indices identified
herein.
IT IS AGREED THAT:
1. This is an Order under and governed by
the Master Agreement and incorporates Paragraphs A to L hereto.
2. All words, terms or phrases defined in
the Master Agreement have the same meaning where used in this Order.
3. In the event of any conflict, ambiguity
or inconsistency between this Order and the Master Agreement, the terms of this Order shall
prevail, but solely with respect to this Order and solely to the extent of such conflict,
ambiguity or inconsistency, in each case as provided in Section 2 of the Master Agreement.
This Order shall not modify the Master Agreement with respect to any other Order.
4. This Order constitutes a separate agreement
between S&P and Cboe, hereby incorporates the terms and conditions of the Master Agreement
by reference as they apply to this Order, and is severable from each other Order entered
into under the Master Agreement (it being understood that (a) both S&P and Cboe
agree to comply with such terms and conditions, (b) each of its Affiliates and any other
applicable Additional Licensee identified in Paragraph D shall be subject to all obligations,
terms, conditions and limitations to the extent applicable to such Affiliate or other applicable
Additional Licensee under this Order and the Master Agreement, and (c) each of S&P
and Cboe shall remain fully responsible and liable for the performance of, and any breach
by, its Affiliates and any other applicable Additional Licensee identified in Paragraph
D).
5. Subject to the terms and conditions of
the Master Agreement, this Order supersedes all previous oral and written agreements (including
any prior Orders for the Covered Indices identified herein), representations, discussions
or understandings between the Parties with respect to its subject matter.
Page 1 of 12
6. In advance of the first listing of any
new Licensed Products hereunder, the Licensee Party shall inform the Licensor Party by written
notice, together with then-available reasonable information intended to assist the Licensor
Party to determine (a) that the new Licensed Products comply with this Order and the
Master Agreement and (b) the Fees anticipated to be payable to the Licensor Party in
such regard under Paragraph J below; provided that such notice shall not constitute
a condition to, or require the Licensor Party’s approval of, the listing or launch
of any Licensed Product.
7. Subject to the provisions of this Order
and terms and conditions of the Master Agreement as they apply to this Order, each Party
may, during the Term, exercise the rights expressly granted to it under this Order with respect
to the Covered Indices and other subject matter expressly identified herein. For the avoidance
of doubt, nothing in this Paragraph grants, or shall be construed to grant, any right or
license that is not expressly specified in this Order.
8. The Paragraphs set forth below establish
the index-specific commercial terms applicable to the Covered Indices identified in Paragraph
D. In the event any Paragraph is marked as not applicable, it shall have no force or
effect with respect to this Order.
9. This Order may be executed in counterparts,
each of which shall be deemed an original but both of which, when taken together, shall constitute
one and the same instrument.
10. The Parties agree that the electronic
copy of this fully executed Order retained by S&P shall be the “original”,
written, complete and exclusive statement of this Order.
11. Notwithstanding anything in this Order
to the contrary, the terms and conditions of the Master Agreement as they apply to this Order
are hereby incorporated herein by reference.
Page 2 of 12
IN WITNESS WHEREOF, the Parties have caused
this Order to be executed as of the Commencement Date.
CBOE EXCHANGE, INC.
S&P
OPCO, LLC
Signature:
/s/ Craig Donohue
Signature:
/s/ Catherine Clay
Name:
Craig Donohue
Name:
Catherine Clay
(Please print)
(Please print)
Title:
Chief Executive Officer and President
Title:
President and CEO
(Please print)
(Please print)
Date:
September 28, 2026
Date:
September 28, 2026
(Please print)
(Please print)
Page 3 of 12
Paragraph A – Licensee Party
Full Company Name
Cboe Exchange, Inc.
Country of Incorporation
United States of America
Registered Address
Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801
Address for Service
Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801
Contact Name
[*]
Contact E-Mail
[*]
Paragraph B –
Licensee Party Audit Address
Street
433 W. Van Buren Street
City
Chicago
State
Illinois
Country
United States of America
Contact Name
[*]
Contact E-Mail
[*]
Paragraph C –
Licensee Party Notice Address
Street
433 W. Van Buren Street
City
Chicago
State
Illinois
Country
United States of America
Contact Name
[*]
Contact E-Mail
[*]
Paragraph D – “Covered Indices”
Index Name: S&P 500 Index
Licensor Party: S&P Dow Jones Indices LLC
“Additional Licensees”: Affiliates
of Cboe so long as they are Cboe’s Markets that are Organized Securities Markets.
Paragraph E – Licensed Products
The Licensee Party (and any applicable Affiliate
or other applicable Additional Licensee set forth in Paragraph D) is licensed to list, trade, and/or clear the following product
types based on or linked to the Covered Indices identified in Paragraph D on Cboe’s Markets that are Organized Securities
Markets:
1) Standardized Option Contracts
2) FLEX Micro Contracts
3) Mini Contracts (including, e.g., XSP)
4) Nano Contracts
For the avoidance of doubt, (a) all of the Licensed Products
listed above constitute “Standardized Option Contracts” pursuant to the Master Agreement and (b) security future contracts
and, to the extent permissible under applicable law, options on security future contracts do not constitute Licensed Products hereunder.
The Licensor Party hereby grants each license
set forth under Section 3.1 of the Master Agreement with respect to the Licensed Products. The license is exclusive as set forth
in clause (i) of Paragraph H.
Page 4 of 12
Paragraph F – Sublicensing Rights
Sublicensing Rights: Not applicable
Paragraph G – Territory
Primary Territory: United States of America
Additional Territory (if any): At the
request of Cboe at any time during the Term, S&P will grant an exclusive license for Cboe and/or Affiliates of Cboe to use the S&P
500 Index for Standardized Option Contracts traded on an Organized Securities Market in a territory outside the United States of America
if there is no applicable local proposed, pending or existing legislation on the date of grant or known date in the future that, either
(a) would prohibit or treat as unlawful the grant of such a license to Cboe, or (b) as a result of the license to Cboe, would
require that S&P grant a similar license to third parties.
Paragraph H – Exclusivity
Exclusivity Status: Exclusive, on the terms set forth below.
(i) The S&P License granted under Section 3.1.1
of the Master Agreement is exclusive in respect of the S&P 500 Index for the Standardized
Option Contracts (which includes for purposes of this Order, for clarity, each of the Licensed
Products set forth in Paragraph E) in the United States of America until December 31,
2051.
(ii) Unless it has obtained Cboe’s
prior written consent, S&P shall not grant any third party a license to use the S&P
500 Index in connection with the trading of Standardized Option Contracts outside the United
States of America, for so long as the S&P License granted with respect to the S&P
500 Index remains exclusive in the United States of America.
(iii)
During
the Term, Cboe and its Affiliates shall not list Standardized Option Contracts for trading on any of Cboe’s Markets based on
any Cboe proprietary or third-party index (other than, for clarity, any index or benchmark owned by S&P or any of its Affiliates)
that is [***] (each, an “Applicable S&P 500 Competitor Index”); provided
that, notwithstanding the foregoing, the restrictions set forth in this clause (iii) of Paragraph H shall not apply to
(A) multiply listed options where Cboe is not the party initiating the listed option or the second entrant to the market with
respect to such option, but in all cases subject to S&P’s consent (not to be unreasonably withheld, conditioned or delayed),
or (B) any Standardized Option Contracts listed for trading by Cboe and its Affiliates prior to the Commencement Date. Notwithstanding
anything herein to the contrary, nothing in this clause (iii) of Paragraph H shall prohibit Cboe from, as a result of
any Change of Control, merger, license, asset sale, acquisition or other corporate transaction, becoming an Affiliate of any entity
(such entity, together with its Affiliates immediately prior to the consummation of such transaction, collectively, the “Relevant
Entities”) that lists Standardized Option Contracts on any Applicable S&P 500 Competitor Index prior to the consummation
of such transaction (the business of listing such products by such entity or business, a “Competitive Index Options Business”);
provided that [***].
Paragraph I – Term of License, Termination
Term of License: Through December 31, 2051, unless earlier
terminated in accordance with the Master Agreement or this Order (the “Term”).
Index-Specific Early Termination and Discontinuation Provisions:
(i) Either Party shall have the right to
terminate this Order if average aggregate daily volume in S&P 500 Index Standardized
Option Contracts traded on all Organized Securities Markets offered by Cboe and its Affiliates
(the “Cboe SPX Options ADV”) in each of four (4) consecutive calendar
quarters is less than:
a. [***] per trading day (as adjusted from
time to time as provided below, the “Minimum Volume Threshold”); and
Page 5 of 12
b. either:
i. [***] of the sum of the average aggregate
daily volumes on all markets in (A) S&P 500 Index Standardized Option Contracts
offered by Cboe and its Affiliates, (B) exchange-traded put and call securities options
on any S&P 500-Indexed Fund, and (C) Options on Futures Contracts on the S&P
500 Index (clauses (A), (B), and (C), collectively, the “S&P 500 Options Products”);
or
ii. [***] of the sum of the average aggregate
daily volumes on all Organized Securities Markets in (A) S&P 500 Options Products
and (B) Applicable S&P 500 Competitor Index Products, in each case other than Excluded
Products. For purposes of these calculations, (x) an “Applicable S&P 500
Competitor Index Product” means any and all Standardized Option Contracts, exchange-traded
put and call securities options on an ETF, and Options on Futures Contracts, in each case,
on any Applicable S&P 500 Competitor Index, (y) an “Excluded Product”
means [***], and (z) all options shall be weighted on a consistent notional value basis.
A methodology and sample calculation for determining notional equivalence is set forth on
Exhibit A.
Cboe will be deemed to have failed
the “Threshold Test” if (and only if) the Cboe SPX Options ADV fails to reach or exceed the applicable minimum requirements
of both (I) clause (i)(a) and (II) one of either clauses (i)(b)(i) or (i)(b)(ii) during the applicable
measurement period.
(ii) The Minimum Volume Threshold shall be
revised as follows: (a) commencing on January 1, 2032, the Minimum Volume Threshold
shall be [***]; (b) commencing on January 1, 2037, the Minimum Volume Threshold
shall be [***]; (c) commencing on January 1, 2042, the Minimum Volume Threshold
shall be [***]; and (d) commencing on January 1, 2047, the Minimum Volume Threshold
shall be [***].
(iii) If the Threshold Test is failed in
each of four (4) consecutive calendar quarters, then either Party may terminate this
Order, by giving notice of its decision to do so (the “ADV Termination Notice”)
to the other Party within ninety (90) days of the conclusion of such fourth calendar quarter.
If neither Party exercises its right to terminate this Order within such ninety (90) day
period, the right to terminate shall expire and shall not again be available until such time,
if ever, as the Threshold Test is once again failed in each of four (4) consecutive
calendar quarters.
Upon Cboe’s receipt of any ADV
Termination Notice from S&P, to avoid termination of this Order, Cboe shall have the option (the “Make Whole Option”)
to pay S&P the difference between the Fees actually paid to S&P with respect to the S&P 500 Index Standardized Option Contracts
and the Fees that would have been due to S&P if the Minimum Volume Threshold had been satisfied (the “Make Whole Payment”)
with respect to the four (4) calendar quarters in which the Threshold Test was failed (giving rise to the termination right under
this clause (iii) of Paragraph I) and any calendar quarter(s) occurring immediately following such four (4) calendar
quarter period but prior to the commencement of the Make Whole Option Period (as defined below) in which the Threshold Test was also
failed.
Page 6 of 12
Cboe shall exercise such Make Whole
Option by notifying S&P within thirty (30) days of receipt of the ADV Termination Notice. If Cboe declines to exercise the Make Whole
Option, fails to notify S&P within such thirty (30) day period of its exercise of the Make Whole Option or fails to pay to S&P
the Make Whole Payment within thirty (30) days of Cboe’s exercise of the Make Whole Option, then the Make Whole Option shall expire,
and this Order shall terminate as of the first day of the calendar quarter commencing immediately after the calendar quarter in which
the Make Whole Option was declined or deemed to be declined, subject to applicable wind downs as provided in Section 9.6 of the
Master Agreement. If Cboe exercises the Make Whole Option, then the Order shall not terminate but instead shall continue in effect, and
Cboe shall continue to make Make Whole Payments to meet the Minimum Volume Threshold, as applicable, for four (4) successive calendar
quarters commencing as of the first day of the first full calendar quarter beginning after the exercise of the Make Whole Option (such
four calendar quarter period, the “Initial Make Whole Option Period”), with the applicable Make Whole Payment for
each quarter due within thirty (30) days after the end of each quarter; provided that, if the Threshold Test is not satisfied during
the third calendar quarter of the Initial Make Whole Option Period but is satisfied during the final calendar quarter of such Initial
Make Whole Option Period, then the Initial Make Whole Option Period shall automatically and immediately be extended for one (1) additional
calendar quarter (together with the Initial Make Whole Option Period, the “Make Whole Option Period”).
If during the Make Whole Option Period,
the Threshold Test is satisfied in any two (2) consecutive quarters without requiring a Make Whole Payment, then the Make Whole
Option Period shall terminate and S&P’s termination right under this clause (iii) of Paragraph I shall expire and
shall not again be available until such time, if ever, that the Threshold Test set forth above is once again failed in each of four (4) consecutive
calendar quarters. If the Make Whole Option Period expires and the Minimum Volume Threshold has not been satisfied for any two calendar
quarters during such period, then the Order will terminate effective on the last day of the Make Whole Option Period, subject to applicable
wind downs as provided in Section 9.6 of the Master Agreement.
(iv) Cboe’s right to terminate this
Order pursuant to clauses (i) and (iii) of this Paragraph I shall expire
if Cboe or Cboe Global Markets, Inc. is subject to a Change of Control.
(v) To the extent any regulatory change with
respect to trading of Standardized Option Contracts on Cboe’s Markets reasonably applies
to the industry as a whole (a “Regulatory Change”), then the Minimum Volume
Threshold shall be adjusted to address such Regulatory Change. For example, if there is a
prohibition on trading of 0DTE contracts, then the Minimum Volume Threshold shall be adjusted
downward to address the removal of such 0DTE contracts from trading on Cboe’s Markets.
In the event of any Regulatory Change, Cboe shall notify S&P in writing identifying the
applicable Regulatory Change with an explanation supporting why and the extent to which such
change has affected the Minimum Volume Threshold and documentation supporting such effect.
Cboe shall also provide S&P, for its review and reasonable approval, a calculation of
any suggested adjustment to the Minimum Volume Threshold. If S&P disagrees with Cboe’s
assertion, then the Parties shall meet to discuss the Regulatory Change (and its impact on
the Minimum Volume Threshold) in good faith. If after thirty (30) days, the Parties have
failed to agree upon the effect of such Regulatory Change on the Minimum Volume Threshold,
then the Chief Executive Officer of each Party shall meet one or more times during an additional
thirty (30) day period and seek to resolve the matter in good faith and exchange relevant
supporting information to help reach agreement. If the Chief Executive Officers of the Parties
still fail to reach agreement during such additional thirty (30) day period, then the disputed
issue shall be referred to an independent, mutually acceptable third party (and if the Parties
are unable to agree on a mutually acceptable third party within thirty (30) days after the
Chief Executive Officer escalation failure, then each Party will appoint an independent third
party and those two people will appoint a third independent person) with appropriate expertise
to decide the issue. The decision of such third party (or parties) shall be final and binding
on the Parties with respect to the disputed issue hereunder.
(vi) [***]
Page 7 of 12
Paragraph J – Fees; Fee Payment
Fees: Cboe shall pay S&P the Fees set forth on Exhibit B
attached hereto.
[***]
Payment Frequency: Quarterly in arrears
Payment Due Date: Within forty-five (45) days after the end
of each calendar quarter.
Fee Accounting: Each payment made under
this Paragraph J shall be accompanied by a full accounting of the basis for the calculation of the fee.
Reporting: Within thirty (30) days after
the end of each calendar quarter, Cboe shall provide a report setting forth the Cboe SPX Options ADV with respect to each separate S&P
500 Standardized Option Contract (e.g., SPX, XSP, Nano, each FLEX Micro and S&P 500 ETF option contracts) with respect to the quarter
then ended.
Paragraph K – Marks
The following Marks, as well as any Mark approved or deemed approved
under Section 6.3 of the Master Agreement for use under this Order, are licensed to Cboe under this Order:
1. S&P®
2. S&P 500®
3. 500™
4. The 500®
5. US 500™
6. SPX®
7. SPXEW
8. XSP
Paragraph L – Additional Terms and
Conditions
The following additional terms and conditions
apply to this Order:
(i) Enforcement of Exclusivity. If
S&P receives written notice from Cboe, or otherwise becomes actually aware that the “S&P
500” Mark or the S&P 500 Index is then being used by a third party with Standardized
Option Contracts without the prior written consent of S&P in a manner inconsistent with
the terms of the exclusive license granted to Cboe under this Order with respect to Standardized
Option Contracts, and such use involves (a) trading on an Organized Securities Market
in North America, or (b) trading on an Organized Securities Market outside of North
America that diverts trading volume from Cboe’s Markets and has or may reasonably be
expected to have a material adverse impact upon the benefits derived by Cboe from such license
(an “Infringing Conduct”), then the following shall occur until the Infringing
Conduct ceases:
a. Litigation and Cost-Sharing. S&P
shall use its commercially reasonable efforts to cause the Infringing Conduct to cease, which
may include initiating litigation against such person in S&P’s sole discretion.
If S&P elects to initiate litigation, then the costs of such litigation shall be equally
shared by the Parties unless and until such costs incurred in any calendar year for all litigation
brought pursuant to this clause (i) amount to [***]. Once such costs borne by S&P
reach this level, each such matter in litigation may be continued by S&P upon the written
request of Cboe, but within S&P’s sole discretion, which request shall obligate
Cboe to pay [***] of additional expenses related to that litigation reasonably incurred in
that year. Notwithstanding the allocation of the costs of any such litigation, and notwithstanding
that S&P agrees to consult with Cboe concerning the conduct and settlement of such litigation,
the conduct of such litigation, including the choice of counsel and any settlement thereof,
shall remain in the sole control of S&P; and
Page 8 of 12
b. Remedies During Infringement.
Notwithstanding anything to the contrary in the Master Agreement, if at any time during the
Term while the exclusive obligations set forth in this Order remain in effect, any one or
more Organized Securities Market(s) begins trading Standardized Option Contracts on
the S&P 500 in any country (“Third-Party Trading”) and the average
daily trading volume of such Third-Party Trading in such country exceeds [***] of the average
daily trading volume during the immediately preceding six (6) months in such Standardized
Option Contracts on Cboe’s Markets in such country (a “Trigger Event”),
then, (i) in each quarter during which a Trigger Event occurs, the Fees payable to S&P
by Cboe under this Order for such quarter shall be reduced by an amount equal to [***] (such
amount, the “Fee Relief Amount”); provided, in no event shall the aggregate
Fee Relief Amount (for example, if a Fee Relief Amount applies for more than one country)
for any calendar year exceed [***] of the Fees payable by Cboe to S&P
for such calendar year in which the Trigger Event occurs, and (ii) in each calendar
quarter during which such Trigger Event occurs, then for all purposes of Paragraph I
the Cboe SPX Options ADV for any calendar quarter shall be deemed to be increased by the
average aggregate daily volumes of such Third-Party Trading (notionally adjusted for equivalence).
If S&P causes the Third-Party Trading that gave rise to the Trigger Event to cease, then
within ninety (90) days following the cessation of such Third-Party Trading, Cboe shall pay
to S&P an amount equal to [***]. The remedies set forth in this clause (i)(b) of
Paragraph L shall be Cboe’s sole and exclusive remedy with respect to infringing
Third-Party Trading contemplated by this clause (i)(b) of Paragraph L, and shall
be in lieu of all other remedies, whether at law or in equity, otherwise available to Cboe.
(ii) Ticker Usage Rights. S&P
agrees that Cboe may use “SPX”, “SPXEW” and/or “XSP”
in tickers of Cboe issued financial products based on the S&P 500 Index.
(iii) SPX Exclusivity. S&P agrees
that it will not, during the Term and a period of five (5) years thereafter, use or
license “SPX”, “SPXEW”, and/or “XSP” to any third party
for use as a ticker or product name with Standardized Option Contracts anywhere in the world
without Cboe’s prior written consent. This provision shall survive expiration or termination
of this Order and the Master Agreement.
(iv) Reduced Index Value License.
Cboe and its Affiliates are licensed to use reduced values and/or reduced multipliers of
the S&P 500 Index as the underlying values for the Licensed Products set forth in Paragraph
E, including (a) one-tenth (1/10th) values (e.g., XSP Mini Contracts), (b) one-tenth
(1/10th) index values with a one dollar ($1.00) multiplier (e.g., Nano Contracts, which are
1/100th the size of the XSP Mini Contract), and (c) with respect to FLEX Micro Contracts,
a one dollar ($1.00) multiplier applied to the full value of the S&P 500 Index (e.g.,
FLEX Micro Contracts on the SPX contract).
Page 9 of 12
EXHIBIT A
ILLUSTRATIVE FRAMEWORK FOR MARKET SHARE AND
VOLUME CALCULATIONS
This Exhibit sets
forth the key principles, definitions, and methodology used to determine the notional value of, and notional adjustments to, trading volumes
across S&P 500-related and other index related products. The principles, definitions and illustrative example in Section 1.7
below are for informational purposes and are not legally binding.
1. Key Principles and Definitions
1.1. The “contract size” of a product means the
amount of exposure the product gives the holder in relation to the relevant value of the index, typically expressed as a multiple of
that index value.
1.1.1. For a product based on the full value of the index, contract size equals the per-point “multiplier”
stated in the product's filing. For example, one SPX option gives the holder exposure to 100 times the value of the S&P 500 Index;
one CME E-mini S&P 500 (ES) futures option gives the holder exposure to 50 times the value of the S&P 500 Index; [***].
1.1.2. For a product based on a reduced value of the index (e.g., XSP
or Nano), the stated multiplier is applied to only a fraction of the index, so contract size is the stated multiplier applied to that
fraction. For example, XSP applies a $100 multiplier to one-tenth of the index value, for a contract size of 10 (i.e., one XSP option
gives the holder exposure to 10 times the value of the full index).
1.2. The “notional value” of a product means the
total value of the exposure the product gives the holder the right to control, determined by multiplying (1) the value of the relevant
index by (2) the contract size of the product.
1.2.1. For one SPX option, the notional value of an option acquired
at a time when the S&P 500 Index is at 7500 is $750,000 (index level of 7500 times contract size of 100).
1.2.2. For one CME e-mini futures option, the notional value of an
option at a time when the S&P 500 Index is at 7500 is $375,000 (index level of 7500 times contract size of 50).
1.2.3. [***]
Page 10 of 12
1.3. The “volume” of products traded means the
number of such products traded over a given time period.
1.4. The “total notional value” of a product over a given time period is the index value
for the relevant time period, multiplied by the relevant contract size, multiplied by the volume of the product for the given time period
([***]).
1.5. The “average SPX option per-contract notional value”
for a given time period is determined by calculating the total notional value of all standard sized SPX options traded over a given time
period and dividing by the number of standard sized SPX options traded over that time period.
1.6. To determine the “SPX equivalent trading volume”
for any product (other than a standard sized SPX option) over a given period, take (a) the total notional value of such product during
the relevant period (determined as set forth in Section 1.4 above; [***]), divided by (b) the average SPX option per-contract
notional value for such time period. To the extent that SPX equivalent trading volume of a product is calculated on a weekly, monthly,
quarterly or other basis, we would express such SPX equivalent trading volume on an average daily basis (for example, for purposes of
the Cboe SPX Options ADV calculation under Paragraph I), by dividing the SPX equivalent trading volume so calculated by the number of
trading days in the relevant period.
1.7. Illustrative Example. The following illustrates the SPX equivalent trading volume methodology for
a CME E-mini S&P 500 (ES) futures option. Assume the S&P 500 Index is at 7,500. One SPX option has a notional value of $750,000
(7,500 × contract size of 100), and one CME E-mini S&P 500 (ES) futures option has a notional value of $375,000 (7,500 ×
contract size of 50). Where the average SPX option per-contract notional value for the period is $750,000, the SPX equivalent trading
volume of the ES futures options equals their total notional value divided by the average SPX option per-contract notional value (here,
$750,000), so that each ES futures option is counted as one-half (0.5) of one SPX option. For example, 1,000,000 ES futures options traded
over a period convert to 500,000 SPX-equivalent contracts for the same period, which is then divided by the number of trading days in
the period to express the figure on an average daily basis.
1.8. New Product Types. The Parties will mutually agree upon a notional value treatment to address new
product types not expressly covered by the methodology set forth in this Exhibit A.
Page 11 of 12
EXHIBIT B
FEES
[***]
Page 12 of 12
EX-10.3 — EXHIBIT 10.3
EX-10.3
Filename: tm2626203d1_ex10-3.htm · Sequence: 4
Exhibit 10.3
CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS
EXHIBIT PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS
AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.
EXECUTION COPY
ORDER NO. 2-1
Exchange-Traded Derivatives based on Volatility/BuyWrite/Variance
Shared IP Indices
THIS Order No. 2-1 (this “Order”)
is entered into as of September 28, 2026 (the “Commencement Date”) by and between:
(I) S&P Opco, LLC, a New York
limited liability company, having a place of business at 55 Water Street, New York, NY 10041,
USA (“S&P”); and
(II) Cboe Exchange, Inc., a Delaware
corporation having an office at 433 West Van Buren Street, Chicago, Illinois 60607 (“Cboe”).
WHEREAS
(A) S&P is a Party to a subsisting written
Master License Agreement of September 28, 2026 with Cboe (the “Master Agreement”);
(B) each of the Parties owns and maintains
certain financial indices and associated trademarks, certain of which are specified below
as being licensed to the other Party; and
(C) the Parties are willing to enter into
this Order governed by the Master Agreement for the licensing, creation, administration and
exchange-traded derivatives use of the Covered Shared IP Indices identified herein.
IT IS AGREED THAT:
1. This is an Order under and governed by
the Master Agreement and incorporates Sections 1 through 7 and Exhibits A
through C hereto.
2. All words, terms or phrases defined in
the Master Agreement have the same meaning where used in this Order.
3. In the event of any conflict, ambiguity
or inconsistency between this Order and the Master Agreement, the terms of this Order shall
prevail, but solely with respect to this Order and solely to the extent of such conflict,
ambiguity or inconsistency, in each case as provided in Section 2 of the Master Agreement.
This Order shall not modify the Master Agreement with respect to any other Order.
4. This Order constitutes a separate agreement
between S&P and Cboe, hereby incorporates the terms and conditions of the Master Agreement
by reference as they apply to this Order, and is severable from each other Order entered
into under the Master Agreement (it being understood that (a) both S&P and Cboe
agree to comply with such terms and conditions and (b) S&P and Cboe shall be responsible
for ensuring that each of its Affiliates complies with both the provisions of this Order
and the Master Agreement applicable to such Affiliate when exercising rights under this Order).
Page 1 of 24
5. Subject to the terms and conditions of
the Master Agreement, and without limiting Section 4.3 below, this Order
supersedes all previous oral and written agreements (including any prior Orders addressing
the creation, administration and exchange-traded derivatives use of the Covered Shared IP
Indices covered herein), representations, discussions or understandings between the Parties
with respect to its subject matter.
6. Subject to the provisions of this Order
and terms and conditions of the Master Agreement as they apply to this Order, each Party
may, during the Term, exercise the rights expressly granted to it under this Order with respect
to the Covered Shared IP Indices, data, methodologies, Marks, and Licensed Products.
7. The Sections set forth below establish
the index-specific commercial terms applicable to the Covered Shared IP Indices (as defined
herein) with respect to their creation, administration and use as the basis for exchange-traded
derivatives. Shared IP Indices that are not Covered Shared IP Indices, and the licensing
of the Covered Shared IP Indices to Third-Party Licensees (including for the creation of
derived indices and Third-Party Licensed Products), are covered under separate Orders, including
Order No. 3-1.
8. This Order may be executed in counterparts,
each of which shall be deemed an original but all of which, when taken together, shall constitute
one and the same instrument.
9. The Parties agree that the electronic
copy of this fully executed Order retained by S&P shall be the “original”,
written, complete and exclusive statement of this Order.
10. Without limiting Section 4.3
below, the Parties acknowledge and agree that the licenses granted to Cboe and its Affiliates
with respect to indices that constitute Covered Shared IP Indices under this Order are intended
to be, and shall be deemed to be, the successor to, and a renewal, continuation, and extension
of, the corresponding rights and licenses previously granted to Cboe and its Affiliates under
Amendment No. 6 to the Restated License Agreement, dated as of November 1, 1994,
by and between S&P and Cboe. Without limiting the generality of the foregoing, such rights
and licenses are governed from the Commencement Date exclusively by this Order.
11. Notwithstanding anything in this Order
to the contrary, the terms and conditions of the Master Agreement as they apply to this Order
are hereby incorporated herein by reference.
Page 2 of 24
ORDER NO. 2-1
to the Master License Agreement
IN WITNESS WHEREOF, the Parties have caused
this Order to be executed as of the Commencement Date.
CBOE EXCHANGE, INC.
S&P
OPCO, LLC
Signature:
/s/ Craig Donohue
Signature:
/s/ Catherine Clay
Name:
Craig Donohue
Name:
Catherine Clay
(Please print)
(Please print)
Title:
Chief Executive Officer and President
Title:
President and CEO
(Please print)
(Please print)
Date:
September 28, 2026
Date:
September 28, 2026
(Please print)
(Please print)
Page 3 of 24
1. DEFINED TERMS
1.1. “Cboe Licensed Products”
means, for purposes of this Order, the following products when created, issued, listed,
traded, cleared or settled by Cboe or an Affiliate under this Order:
1.1.1. Standardized Option Contracts, including:
1.1.1.1. FLEX Micro Contracts;
1.1.1.2. Mini Contracts; and
1.1.1.3. Nano Contracts;
1.1.2. Futures Contracts;
1.1.3. Options on Futures Contracts; and
1.1.4. any other investment product of any
kind or character for which S&P approves, or is deemed to approve, under Section 6.3
of the Master Agreement as a “Cboe Licensed Product”.
1.2. “Competing Index”
means, for purposes of this Order: (a) an index consisting of a series over time of
implied or expected volatility values, which index uses as an input for its calculation,
among other values, one or more values of or derived from another index that measures the
segment of the market also measured by the Licensed S&P Indices and Values, or prices
of, or values derived from prices of, a Standardized Option Contract based on such an index;
or (b) a series over time of realized or implied variance values, which series uses
as input for its calculation, among other values, one or more values of or derived from another
index that measures the segment of the market that is also measured by the Licensed S&P
Indices and Values, or prices of, or values derived from prices of, a Standardized Option
Contract based on such an index.
1.3. “Competing Products”
means, collectively, any Standardized Option Contracts, Futures Contracts, or Options on
Futures Contracts based on a Competing Index.
1.4. “Covered Cboe Shared IP Indices”
means, for purposes of this Order, each Volatility Index, BuyWrite Index or Variance Indicator
that (a) is listed in Exhibit C or subject to Section 4.3
below, or (b) is approved or is deemed approved as a “Cboe Shared IP Index”
under Section 6.3 of the Master Agreement in accordance with Section 4
below (in which case the Parties shall use commercially reasonable efforts to promptly update
Exhibit C to include such new Cboe Shared IP Index, provided that any failure
by the Parties to update Exhibit C shall not impact any such index’s or
indicator’s status as a Covered Cboe Shared IP Index). For the avoidance of doubt,
each Covered Cboe Shared IP Index shall constitute a “Cboe Shared IP Index” for
purposes of the Master Agreement and shall be solely and exclusively owned by Cboe or its
designated Affiliate identified as the Owner in Exhibit C (in each case, excluding
any S&P Underlying IP therein).
Page 4 of 24
1.5. “Covered S&P Shared IP
Indices” means, for purposes of this Order, each Volatility Index, BuyWrite Index
or Variance Indicator that (a) is listed in Exhibit C or subject to Section 4.3
of this Order, or (b) is approved or is deemed approved as an “S&P Shared
IP Index” under Section 6.3 of the Master Agreement in accordance with Section 4
below (in which case the Parties shall use commercially reasonable efforts to promptly update
Exhibit C to specifically list such new S&P Shared IP Index, provided that
any failure by the Parties to update Exhibit C shall not impact any such index’s
or indicator’s status as a Covered S&P Shared IP Index). For the avoidance of doubt,
each Covered S&P Shared IP Index shall constitute an “S&P Shared IP Index”
for purposes of the Master Agreement and shall be solely and exclusively owned by S&P
or its designated Affiliate identified as the Owner in Exhibit C (in each case,
excluding any Cboe Underlying IP therein).
1.6. “Covered Shared IP Indices”
means, for purposes of this Order, collectively, the Covered Cboe Shared IP Indices and
the Covered S&P Shared IP Indices.
1.7. “Licensed Cboe Marks”
means, for purposes of this Order, the Marks listed below, the names and tickers of the
Covered Cboe Shared IP Indices identified in Exhibit C, and any other Cboe Mark
approved or deemed approved under Section 6.3 of the Master Agreement for use under
this Order:
1.7.1. BuyWrite Index™
1.7.2. BXM™
1.7.3. Cboe®
1.7.4. VIX®
1.7.5. VXO®
1.7.6. VXV®
1.8. “Licensed S&P Indices and
Values” means, for purposes of this Order, the following Underlying S&P Indices
and their respective S&P Values:
1.8.1. S&P 500 Index
1.9. “Licensed S&P Marks”
means, for purposes of this Order, the Marks listed below, the names and tickers of the
Covered S&P Shared IP Indices identified in Exhibit C, and any other S&P
Mark approved or deemed approved under Section 6.3 of the Master Agreement for use under
this Order:
1.9.1. S&P 500®
1.9.2. S&P®
1.9.3. The 500®
1.9.4. US 500™
1.9.5. 500™
Page 5 of 24
1.10. “Territory” means,
for purposes of this Order, (a) in the case of Standardized Option Contracts, the United
States of America and (b) in all other cases, worldwide.
2. S&P LICENSE TO CBOE
2.1. License Grant to Cboe.
2.1.1. License/Acknowledgement to Cboe
for Shared IP Index Creation and Use. S&P, on behalf of itself and its Affiliates,
hereby: (a) grants to Cboe and its Affiliates a limited, non-transferable, worldwide
license during the Term to use each Licensed S&P Index and its associated S&P Values,
each Covered S&P Shared IP Index (and its values) identified in this Order and any other
S&P Underlying IP incorporated into any of the foregoing, in each case, to derive, maintain,
publish, calculate and disseminate Covered Cboe Shared IP Indices identified in this Order
or otherwise to the extent reasonably necessary to exercise the rights expressly authorized
under this Order with respect to such indices, including using such indices as the basis
for Cboe Licensed Products; and (b) acknowledges and agrees that, as between the Parties,
Cboe (or its applicable Affiliate) solely and exclusively owns the Covered Cboe Shared IP
Indices, Cboe Methodologies and Cboe Values and may exercise the rights provided under this
Order with respect thereto, subject to S&P’s ownership of any S&P Underlying
IP therein. Cboe and its Affiliates may (i) use, publish, calculate, maintain, modify,
disseminate and distribute the Covered Cboe Shared IP Indices, and (ii) use the Covered
Cboe Shared IP Indices as the basis for, or to otherwise create, issue, list, trade, exercise,
clear or settle, Cboe Licensed Products in the Territory traded on Cboe’s Markets.
Creation of a new Covered Shared IP Index remains subject to Section 4 below.
2.1.2. License to Cboe for Covered S&P
Shared IP Indices. S&P, on behalf of itself and its Affiliates, hereby grants to
Cboe and its Affiliates a non-transferable license during the Term, in the Territory, to:
(a) use, publish, calculate, disseminate, and distribute each Covered S&P Shared
IP Index identified in this Order and its associated S&P Values, subject to Section 7.1
below with respect to data dissemination; (b) use each such index and its associated
S&P Values as the basis for Standardized Option Contracts in the Territory and traded
on Cboe’s Markets, including all activities associated with their creation, issuance,
listing, trading, exercise, clearance, and settlement; and (c) with S&P’s
prior written consent under Section 6.3 of the Master Agreement, use each such index
and its associated S&P Values as the basis for any product described in Section 1.1.4
above. Nothing in this Section 2.1.2 limits S&P’s right to calculate,
maintain, publish, disseminate, or distribute a Covered S&P Shared IP Index or its values,
except that S&P may not authorize a use prohibited by Section 2.2 below.
Page 6 of 24
2.1.3. License to Licensed S&P Marks.
S&P, on behalf of itself and its Affiliates, grants to Cboe and its Affiliates a
non-exclusive (except to the extent provided in Section 2.2 below), non-transferable
license during the Term to use and refer to the Licensed S&P Marks: (a) in the name
and branding of each Covered Shared IP Index as identified in this Order and in connection
with the publication, dissemination, marketing and promotion of such index; (b) in connection
with the trading, marketing and promotion of any Cboe Licensed Product or other use authorized
under this Section 2; and (c) in disclosures that Cboe or its Affiliates
deem necessary or desirable under applicable laws, rules or regulations to identify
S&P as the source of the applicable S&P Underlying IP. No Licensed S&P Mark may
be used on a standalone basis or in the name or branding of a Cboe Shared IP Index, unless
separately approved under Section 6.3 of the Master Agreement or otherwise expressly
authorized under this Order.
2.2. Exclusivity. During the Term,
the licenses granted under Sections 2.1.1, 2.1.2, and 2.1.3
are exclusive only to the extent provided in this Section 2.2. Except as
expressly authorized under another written agreement between the Parties (including, without
limitation, any separate Order addressing third-party licensing of the Covered Shared IP
Indices, and following any consent required under Section 6.3 of the Master Agreement),
S&P shall not license, purport to license, or otherwise expressly authorize a third party
to:
2.2.1. use any Licensed S&P Indices and/or
any Covered S&P Shared IP Index (and in each case the associated S&P Values) as input
data for purposes of calculating values of any Volatility Index, BuyWrite Index or Variance
Indicator;
2.2.2. use any Licensed S&P Mark in the
name, branding, marketing, or promotion of any third-party Volatility Index, BuyWrite Index
or Variance Indicator;
2.2.3. use any Covered Shared IP Index as
the basis for any of the following Third-Party Licensed Products: Standardized Option Contract,
Futures Contracts, Options on Futures Contracts, Exchange-Traded Notes, and Exchange-Traded
Funds, except as expressly authorized under Order No. 3-1 under the Master Agreement;
or
2.2.4. use the Licensed S&P Marks in
connection with the name, branding, trading, marketing, or promotion of the following Third-Party
Licensed Products to the extent prohibited by Section 2.2.3 above: Standardized
Option Contract, Futures Contracts, Options on Futures Contracts, Exchange-Traded Notes,
Exchange-Traded Funds except as expressly authorized under Order No. 3-1 under the Master
Agreement.
Page 7 of 24
Except as otherwise expressly set forth
in Sections 2.2.1 or 2.2.2 above, nothing set forth herein shall limit S&P’s right to license
any underlying S&P Index (including any Licensed S&P Indices and Values) or any S&P Mark to any third party for use with
a derived index.
2.3. Reciprocal Creation Restriction.
Except as expressly authorized by this Order, Order No. 3-1 or by another Order
or other written agreement between the Parties, and without limiting Section 6.3 of
the Master Agreement, Cboe shall not license, purport to license, or otherwise expressly
authorize a third party to use a Cboe Methodology (or substantially similar methodology),
Covered Cboe Shared IP Index or Cboe Values as input data to derive, calculate or maintain
a Volatility Index, BuyWrite Index or Variance Indicator.
2.4. Reciprocal Third-Party Product Restriction.
Except as expressly authorized by this Order, Order No. 3-1 or by another Order
or other written agreement between the Parties, and without limiting Section 5.4 of
the Master Agreement, Cboe shall not license, purport to license, or otherwise expressly
authorize a third party to use any Covered Shared IP Index as the basis for any of the following
Third-Party Licensed Products: Standardized Option Contract, Futures Contracts, Options on
Futures Contracts, Exchange-Traded Notes, and Exchange-Traded Funds.
2.5. Competing Product Fee. If Cboe
or an Affiliate of Cboe trades any Competing Products and the volume (notionally adjusted
for equivalence with the corresponding Standardized Option Contracts, Future Contracts, and
Options on Future Contracts) of Competing Products traded, measured over any calendar month,
exceeds the volume of Standardized Option Contracts, Futures Contracts, and Options on Futures
Contracts by the greater of (a) [***] or (b) [***] of the volume of such Standardized
Option Contracts, Futures Contracts, and Options on Futures Contracts, then: (i) Cboe
shall pay S&P a per-contract fee equal to [***], or (ii) Cboe’s rights of
exclusivity described in Section 2.2 above shall terminate.
3. CBOE LICENSE TO S&P
3.1. License Grant.
3.1.1. License/Acknowledgement to S&P
for Shared IP Index Creation and Use. Subject to the Master Agreement and this Order,
Cboe, on behalf of itself and its Affiliates (as applicable) hereby: (a) grants to S&P
and its Affiliates a limited, non-transferable, worldwide license during the Term to use
each Covered Cboe Shared IP Index (and its values), and any other Cboe Underlying IP therein
(or expressly made available under this Order for a Covered S&P Shared IP Index), in
each case, to derive, maintain, publish, calculate and disseminate Covered S&P Shared
IP Indices or otherwise to the extent reasonably necessary to exercise the rights expressly
authorized under this Order with respect to such indices; and (b) acknowledges and agrees
that, as between the Parties, S&P (or its applicable Affiliate) solely and exclusively
owns the Covered S&P Shared IP Indices and their methodologies and values and may exercise
the rights provided under this Order with respect thereto, subject to Cboe’s ownership
of any Cboe Underlying IP therein. S&P and its Affiliates may use, publish, calculate,
maintain, modify, disseminate and distribute the Covered S&P Shared IP Indices. Creation
of a new Covered Shared IP Index remains subject to Section 4 below.
Page 8 of 24
3.1.2. License to Licensed Cboe Marks.
Cboe, on behalf of itself and its Affiliates, grants to S&P and its Affiliates a
non-exclusive, non-transferable license during the Term to use and refer to the Licensed
Cboe Marks, solely to the extent reasonably necessary: (a) in the name, branding, or
marketing of each Covered S&P Shared IP Index as identified in this Order and in connection
with the publication, dissemination, marketing and promotion of such index; (b) in connection
with the trading, marketing and promotion of any index, indicator, benchmark, Licensed Product
or other use authorized under this Section 3; and (c) in disclosures
that S&P or its Affiliates deem necessary or desirable under applicable laws, rules or
regulations to identify Cboe as the source of the applicable Cboe Underlying IP. No Licensed
Cboe Mark may be used on a standalone basis or in the name, branding, or marketing of a resulting
third-party index or product or Covered S&P Shared IP Index unless separately approved
under Section 6.3 of the Master Agreement or otherwise expressly authorized under this
Order.
4. NEW SHARED IP INDICES
4.1. Approval of New Covered Shared IP
Indices. A Party proposing to develop, compile or commercialize a new index, indicator
or benchmark that it believes would be a Covered Shared IP Index shall request the other
Party’s approval under Section 6.3 of the Master Agreement and no such index,
indicator, or benchmark shall constitute a Covered Shared IP Index unless and until it has
been approved or deemed approved thereunder. The approval request shall identify the proposed
index, owner, Index Calculation Agent, Benchmark Administrator, S&P Underlying IP,
Cboe Underlying IP, name and branding, Licensed Products, and any proposed modified terms
to those set forth herein.
4.2. Effect of Approval. Approval
or deemed approval under Section 6.3 of the Master Agreement satisfies the consent requirement
for development, compilation, and designation of the proposed index, indicator or benchmark.
Any later use or third-party license that independently requires consent remains subject
to Section 6.3 of the Master Agreement and any applicable Order addressing third-party
licensing. Unless the Parties otherwise agree in writing, ownership of an approved index
follows the Party that compiles it and develops its methodology or product construction,
subject to the other Party’s ownership of its Underlying IP.
Page 9 of 24
4.3. Existing Approvals. Notwithstanding
anything to the contrary in the Master Agreement (or any Order entered into thereunder, including
this Order), any Covered Shared IP Index approved in writing or expressly permitted under
the Prior Agreements remains authorized without the need for a new consent, as provided in
Section 6.3 of the Master Agreement.
5. TERM
5.1. Term. This Order shall commence
on the Commencement Date and, unless earlier terminated in accordance with the Master Agreement
or this Order, shall remain in effect for so long as Order No. 1-1 remains in effect
and automatically terminates upon the expiration or termination of Order No. 1-1 (the
“Term”).
6. LICENSE FEES
6.1. Cboe Licensed Product Fees. For
each Cboe Licensed Product listed and traded by Cboe under this Order, Cboe shall pay to
S&P a fee to be calculated on a per-contract basis as set forth in Exhibit A
hereto (the “Cboe Licensed Product Fees”).
6.2. Payment Frequency. Quarterly
in arrears.
6.3. Payment Due Date. Within forty-five
(45) days after the end of the applicable quarter.
6.4. Fee Accounting. Each payment
made under this Section 6 shall be accompanied by a full accounting of the basis for
the calculation of the fee.
6.5. Payment Terms. Payment terms
will be as otherwise provided in the Master Agreement.
6.6. Reporting: Within thirty (30)
days after the end of each calendar quarter, Cboe shall provide a report to S&P setting
forth the following information with respect to the quarter then ended: (a) the ADV
with respect to each Cboe Licensed Product; and (b) the volume of any Competing Products.
7. ADDITIONAL TERMS AND CONDITIONS
7.1. Data
Dissemination. Notwithstanding anything to the contrary: (a) Cboe and its Affiliates
may disseminate Cboe Values (excluding the values of the Covered Cboe Shared IP Indices)
to market data vendors and users, directly or through OPRA, CTA, CQS or any other information
processor performing similar functions, and may collect and retain all revenues to which
they are entitled from such dissemination without sharing such revenues with S&P;
(b) subject to Section 7.2 below, Cboe may disseminate real-time data
pertaining to the Covered Cboe Shared IP Indices; (c) S&P may disseminate non-real-time
data pertaining to the Covered Shared IP Indices, including delayed data and historical databases,
and retain all associated revenues; and (d) subject to Section 7.2 below,
S&P may disseminate real-time data with respect to the S&P Shared IP Indices.
Page 10 of 24
7.2. Notwithstanding anything to the contrary
herein, the Parties acknowledge and agree that: (a) as of the Commencement Date, each
Party’s dissemination rights set forth in Sections 7.1(b) and (d),
as applicable, shall be subject to a [***] governed by that certain Index Value Distribution
Agreement by and between S&P DJI and Cboe Data Services, LLC (an Affiliate of Cboe) dated
as of March 23, 2010, as amended (the “Distribution Agreement”);
provided, however, [***]; and (b) if the Distribution Agreement expires or terminates
at any time during the Term, each Party shall be obligated to calculate and pay a [***] with
respect to the Shared IP Indices calculated and disseminated by such Party (unless otherwise
mutually agreed in writing by the Parties), subject to the following: (i) [***]; and
(ii) the Parties shall work together in good faith to document their respective rights
and obligations with respect to such ongoing dissemination and revenue sharing, [***].
7.3. Index Calculation Agent and Benchmark
Administrator. Each Party shall serve as the Index Calculation Agent and the Benchmark
Administrator for each applicable Covered Shared IP Index, as identified in Exhibit C,
and shall perform the applicable roles set forth for those positions in accordance with the
terms and conditions of Exhibit B, including acting as “benchmark administrator”
within the meaning of the IOSCO Principles for Financial Benchmarks (“IOSCO Principles”)
and the European Benchmarks Regulation (“BMR”), to the extent applicable,
subject to Exhibit B.
7.4. Continuation of Covered Shared IP
Indices. Notwithstanding Sections 9.5, 9.6, and 12.3 of the Master Agreement, following
expiration or termination of this Order or the Master Agreement, for so long as Cboe or an
Affiliate retains rights under Order No. 1-1 or the applicable post-termination provisions
of the Master Agreement to use the applicable Underlying S&P Indices and Values as the
basis for Standardized Option Contracts, Cboe and its Affiliates may continue to exercise
the rights granted under Sections 2.1.1, 2.1.2, and 2.1.3
above with respect to the applicable Covered Shared IP Indices, to the extent necessary to
support products that prior to such expiration or termination would have been Cboe Licensed
Products based on such Covered Shared IP Indices including to derive, calculate, maintain,
publish, disseminate, and distribute those indices and to use the applicable Licensed S&P
Marks in connection with such outstanding Cboe Licensed Products based thereon, in each case
subject to the Territory and any applicable consent requirements. Notwithstanding the foregoing,
with respect to any Covered Shared IP Index that incorporates S&P Underlying IP, such
continuation shall be solely to the extent necessary to support then-outstanding Cboe Licensed
Products, Cboe shall have no right to create, issue, or list any new Cboe Licensed Product
based on such index following such expiration or termination, and any continuation of Cboe's
rights with respect to such index shall be limited to the wind-down and delisting mechanics
set forth in Section 9.6.1 of the Master Agreement, and the post-termination Shared
IP Index continuation rights set forth in Section 9.6.2, of the Master Agreement. The
continuation rights under this Section 7.4 remain subject to the provisions
of this Order necessary to support their exercise and to payment of applicable Cboe Licensed
Product Fees, which shall continue for so long as the Cboe Licensed Products are traded,
and, with respect to any Covered Shared IP Index that incorporates S&P Underlying IP,
in no event shall extend beyond the earlier of (a) the date all such outstanding Cboe
Licensed Products cease trading and (b) the fifth (5th) anniversary of the
effective date of the applicable expiration or termination, consistent with Section 9.6.2
of the Master Agreement.
Page 11 of 24
7.5. Discontinuation and Runoff. S&P
may discontinue calculation and dissemination of a Covered S&P Shared IP Index or applicable
underlying S&P Index upon at least twelve (12) months’ written notice. Any affected
license to Cboe shall continue for Cboe Licensed Products with expiration dates listed during
the notice period or in expiration months already listed when notice was received, but not
more than thirty (30) months after the stated discontinuation date; Cboe Licensed Product
Fees and rights to use the applicable Marks shall continue during that runoff. Cboe may discontinue
a Covered Cboe Shared IP Index upon at least thirteen (13) months’ written notice.
7.6. Discontinued Underlying Index.
If S&P discontinues an underlying S&P Index and Cboe continues to calculate and disseminate
a dependent Covered Cboe Shared IP Index, Cboe shall alter the name of that index to exclude
the name of the discontinued underlying S&P Index and shall prominently disclaim any
relationship with S&P for Cboe Licensed Products based on that index.
7.7. Enforcement of Exclusivity by S&P.
If S&P becomes actually aware that the Licensed S&P Marks, the Licensed S&P Indices
and Values, or a Covered S&P Shared IP Index is being used by a third party in a manner
inconsistent with the exclusivity granted to Cboe under this Order, without the prior written
consent of S&P, S&P may, in its sole discretion, determine whether to take action
to cause such use to cease, including initiating litigation against such person. The Parties
shall confer in good faith regarding any such action and the sharing of any expenses in connection
therewith, and Cboe shall reasonably cooperate with S&P in connection with any such action,
including joining as a party where Cboe is a necessary or indispensable party.
Page 12 of 24
7.8. Enforcement of Exclusivity by Cboe.
If Cboe receives written notice from S&P, or otherwise becomes actually aware, that any
Covered Cboe Shared IP Index, Cboe Value, or any Licensed Cboe Mark is being used by a third
party without Cboe’s prior written consent in a manner inconsistent with this Order,
Cboe may, in its sole discretion, determine whether to take action to cause such use to cease,
including initiating litigation against such person. To be clear, Cboe’s rights hereunder
shall not extend to any enforcement action with respect to any Underlying S&P Index or
S&P Mark. Without limiting the foregoing, the Parties shall confer in good faith regarding
any such action and the sharing of any expenses in connection therewith, and S&P shall
reasonably cooperate with Cboe in connection with any such action, including joining as a
party to such action where S&P is a necessary or indispensable party.
7.9. Remedies During Infringement.
Notwithstanding anything to the contrary in the Master Agreement, if at any time during the
Term while the exclusive obligations set forth in this Order remain in effect, any one or
more trading venues, exchanges or other markets (other than Cboe’s Markets) begin trading,
in any country, any product that would constitute a Standardized Option Contract, Futures
Contract, or Options on Futures Contract based on the Cboe Volatility Index, other than as
expressly authorized under this Order, Order No. 3-1 or any other Order or written agreement
between the Parties (“Third-Party Trading”), and the average daily trading
volume of such Third-Party Trading in such country exceeds [***] of the average daily trading
volume during the immediately preceding six (6) months in the corresponding Cboe Licensed
Products on Cboe’s Markets in such country (a “Trigger Event”),
then in each quarter during which a Trigger Event occurs, the Cboe Licensed Product Fees
payable to S&P by Cboe under this Order for such quarter shall be reduced by an amount
equal to [***] (such amount, the “Fee Relief Amount”); provided that,
in no event shall the aggregate Fee Relief Amount with respect to Third-Party Trading for
any calendar year exceed [***] of the Cboe Licensed Product Fees payable by Cboe to S&P
(without giving effect to any Fee Relief Amount) for such calendar year in which the Trigger
Event occurs. If the Third-Party Trading that gave rise to the Trigger Event ceases as a
result of action taken by S&P or any of its Affiliates pursuant to Section 7.7
above, then within ninety (90) days following the cessation of such Third-Party Trading,
Cboe shall pay to S&P an amount equal to [***] of such Fee Relief Amount withheld during
the period of such Trigger Event with respect to such Third-Party Trading, reduced (but not
below zero) by Cboe’s share of the costs of such action. The remedies set forth in
this Section 7.9 shall be Cboe’s sole and exclusive remedy with respect
to infringing Third-Party Trading contemplated by this Section 7.9 and shall
be in lieu of all other remedies, whether at law or in equity, otherwise available to Cboe.
Page 13 of 24
EXHIBIT A
License Fees
[***]
Page 14 of 24
EXHIBIT B
Obligations with Respect to Calculation
and Benchmark Administration
The Party that shall act as the Index Calculation
Agent and the Benchmark Administrator for each Covered Shared IP Index as provided in Section 7.3 of this Order shall
be identified in Exhibit C (such Party, the “Applicable C&B Party”). This Exhibit B sets
forth the Applicable C&B Party’s obligations in those roles, in each case only to the extent applicable to the relevant Covered
Shared IP Index.
Except as expressly provided in this Exhibit B,
nothing in this Exhibit gives either Party a right to approve, control, or exercise judgment concerning the methodology, composition,
calculation, correction, recalculation, redistribution, maintenance, or discontinuation of a Covered Shared IP Index.
The Owner identified in Exhibit C
retains sole editorial control over the methodology and composition of that index, and the Applicable C&B Party retains discretion
with respect to matters within its roles, subject to its then-current policies and applicable law and regulations.
For the avoidance of doubt, the Applicable C&B
Party’s obligations under this Exhibit B are subject to the limitation of liability and disclaimer provisions of the
Master Agreement. The Applicable C&B Party does not guarantee the accuracy or completeness of any input data provided by or on behalf
of the other Party or the uninterrupted calculation or dissemination of any Covered Shared IP Index, and shall have no liability for
any error, omission, or interruption to the extent caused by such input data. The obligations set forth in this Exhibit B
reflect the Applicable C&B Party’s established calculation and benchmark-administration practices for the Covered Shared IP
Indices and are not intended to expand those practices. Except where a higher standard is expressly required by applicable law or regulation
(including the IOSCO Principles and the BMR), the Applicable C&B Party shall only be required to perform its obligations under this
Exhibit B using commercially reasonable efforts. For purposes of this Exhibit B, an Error (as defined below)
is “material” only if it results in a deviation in the affected index value of more than twenty (20) basis points.
1. OBLIGATIONS WITH RESPECT TO CALCULATION
1.1. Real-Time Dissemination
1.1.1. The Applicable C&B Party shall
calculate and disseminate index values for each Covered Shared IP Index consistent with its
established practices for that index and its then-current policies and applicable law.
1.1.2. The Applicable C&B Party shall
correct, or instruct its agent to correct, on a going-forward basis, any material error in
its computation of a Covered Shared IP Index of which it becomes aware or that is brought
to its attention, in accordance with its then-current policies and applicable law. Nothing
in this Exhibit B gives the other Party the right to exercise judgment over, or to require
changes to, the Applicable C&B Party’s methodology or method of calculating any
Covered Shared IP Index, except as expressly provided in Section 2 of this
Exhibit B.
Page 15 of 24
1.2. Support and Escalation
1.2.1. Each Party shall make available a
list of primary and secondary contacts for the purpose of supporting the calculation of the
relevant indices (“Support and Escalation Contacts”). Where possible,
advance notice shall be given for any personnel changes that affect the Support and Escalation
Contacts, and each Party shall keep contact information up-to-date.
1.2.2. In the event of an outage, each Party
shall notify all Support and Escalation Contacts of any outage that impacts the connectivity
and distribution of data related to the relevant indices as soon as such outage occurs or
is known.
1.2.3. Either Party shall notify the other
of any errors in the calculation of the indices (each an “Error”) as soon
as reasonably possible. As soon as reasonably possible thereafter, the Applicable C&B
Party shall provide an explanation of the Error and potential impact to the index values.
1.2.4. The Applicable C&B Party shall
respond to any inquiry made by the other Party on days when the applicable exchange is open
for trading by the close of trading of the same business day, or at a reasonable time depending
on the nature of the issue.
2. BENCHMARK ADMINISTRATION OBLIGATIONS
2.1. Benchmark Administrator Responsibilities
2.1.1. The Applicable C&B Party shall
implement and maintain calculation systems and procedures that comply with the IOSCO Principles,
the BMR (to the extent applicable), and all applicable laws, rules and regulations,
with respect to each applicable Covered Shared IP Index.
2.2. Inspection Rights
2.2.1. The other Party shall have the right,
upon at least thirty (30) days’ prior written notice, during the Applicable C&B
Party’s normal business hours and at such other Party’s expense, to review and
inspect the Applicable C&B Party’s calculation systems and procedures and business
records, solely to the extent necessary to determine whether the Applicable C&B Party
is administering the applicable Covered Shared IP Index in accordance with the Master Agreement,
this Order, and applicable law and regulations (each such review, an “Administration
Inspection”). The other Party shall not conduct more than one (1) Administration
Inspection in any twelve (12) month period, except for any additional inspection reasonably
required following a material Error not related to such other Party. Each Administration
Inspection shall be subject to the Applicable C&B Party’s reasonable confidentiality,
compliance, and site security policies, and staff availability. In the event that an Administration
Inspection reveals errors, deficiencies, or conflicts of interest in the Applicable C&B
Party’s systems and procedures, the Parties shall cooperate and collaborate to expediently
resolve any such issues. It shall not require direct access to live production systems or
source code, or disclosure of legally privileged information or information prohibited from
disclosure by third-party obligations. All non-public information disclosed shall be Confidential
Information under the Master Agreement. The Applicable C&B Party agrees to give commercially
reasonable consideration and attention to the other Party’s request(s) to make
specified modifications to its systems and procedures consistent with industry best practices
and applicable law.
Page 16 of 24
2.3. Notification of Material Developments
2.3.1. The Applicable C&B Party shall
notify the other Party as soon as reasonably practicable of any development that is likely
to have a material impact on the Applicable C&B Party’s ability to effectively
carry out its administration and oversight of the applicable Covered Shared IP Index in compliance
with applicable law and regulatory requirements. Upon prior written notice from the other
Party, the Applicable C&B Party shall use reasonable efforts to cooperate with any request
for information from a relevant competent authority in connection with the administration
of any Covered Shared IP Index that is a registered benchmark under the BMR.
Page 17 of 24
2.4. Regulatory Access
2.4.1. With respect to any Covered Shared
IP Index that has been registered under the UK or EU BMR or is otherwise subject to such
BMR, the Applicable C&B Party shall grant to the other Party and the representative(s) of
the relevant competent authority access (a) to data relating to the administration of
such Covered Shared IP Index and (b) to its premises, in each case insofar as such access
is necessary to enable such representatives to fulfill their regulatory functions pursuant
to the BMR. Unless otherwise required by the BMR, any other relevant law or regulation, or
any relevant competent authority: (i) the other Party shall provide at least thirty
(30) days’ prior written notice of its own request, or prompt notice of any request
received from a competent authority, for access to the Applicable C&B Party’s premises;
(ii) such access shall be granted only at reasonable times during business hours and
to a reasonable number of persons; (iii) the other Party shall comply with the Applicable
C&B Party’s policies on physical and information security and any other reasonable
requests to protect commercially sensitive information; (iv) access shall be granted
to documents and data only insofar as specifically relevant to the administration of the
applicable Covered Shared IP Index, and the Applicable C&B Party may redact legally privileged
information, information subject to third-party confidentiality obligations, and commercially
sensitive proprietary information, except to the extent disclosure is required by the BMR,
other applicable law, or the relevant competent authority; and (v) no copies of data
shall be made or removed from the premises without the Applicable C&B Party’s written
consent.
Page 18 of 24
EXHIBIT C
Covered Shared IP Index Information
1. Index Information. This Exhibit C
identifies the Owner, Index Calculation Agent, Benchmark Administrator, S&P Underlying
IP, and Cboe Underlying IP for each Covered Shared IP Index. The Underlying IP identified
for a Party includes the applicable Licensed S&P Marks or Licensed Cboe Marks used in
the name or branding of the applicable Covered Shared IP Index (including its name and ticker).
Any use of such Marks or other Underlying IP remains subject to the scope, conditions and
restrictions of the applicable license under Section 2 (S&P License
to Cboe) or Section 3 (Cboe License to S&P) of this Order.
2. Omitted Underlying IP. The failure
to identify or itemize any Underlying IP in this Exhibit C shall not be construed
as a waiver, abandonment, disclaimer or relinquishment of, or as a failure to grant or reserve,
any right, title, interest, license, or ownership of either Party or its Affiliates or Third-Party
Licensors. Each Party retains ownership of the Underlying IP that it owns. If any Underlying
IP in a Covered Shared IP Index is not identified in this Exhibit C, the applicable
license under Section 2 or Section 3 of this Order shall
be deemed to include such Underlying IP to the extent reasonably necessary to exercise the
rights expressly granted under this Order with respect to that Covered Shared IP Index. The
Parties shall use commercially reasonable efforts to update this Exhibit C after
identifying any omission.
3. Methodology
Descriptions. The methodology descriptions for the Covered Cboe Shared IP Indices identified
below are provided on Cboe’s public website (as updated from time to time) and, as
of the Commencement Date, at: https://www.cboe.com/indices/governance/.
Page 19 of 24
COVERED
SHARED IP
INDEX
“OWNER”
“INDEX
CALCULATION
AGENT”
“BENCHMARK
ADMINISTRATOR”
S&P
UNDERLYING IP
CBOE
UNDERLYING IP
VOLATILITY
INDICES
Cboe
Volatility Index (VIX)
Cboe
Global Indices, LLC (“CGI”)
CGI
CGI
S&P
500 Index and related methodology (in each case, for the sole purpose of supporting the listing
and trading of SPX options which produce the Cboe Values used in the calculation of this
VIX index)
S&P Marks: S&P,
S&P 500
Cboe
Methodology (VIX Methodology)
Cboe Values
Cboe Marks: Cboe , VIX
Cboe
S&P 500 3-Month Volatility Index (VXV)
CGI
CGI
CGI
S&P
500 Index and related methodology (in each case, for the sole purpose of supporting the listing
and trading of SPX options which produce the Cboe Values used in the calculation of this
VXV index)
S&P Marks: S&P,
S&P 500
Cboe
Methodology (VIX Methodology)
Cboe Values
Cboe Marks: Cboe , VIX
Page 20 of 24
COVERED
SHARED IP
INDEX
“OWNER”
“INDEX
CALCULATION
AGENT”
“BENCHMARK
ADMINISTRATOR”
S&P
UNDERLYING IP
CBOE
UNDERLYING IP
BUYWRITE
INDICES
Cboe
S&P 500 BuyWrite Index (BXM)
CGI
CGI
CGI
S&P
500 Index and related methodology
S&P Marks: S&P, S&P 500
Cboe
Methodology (BXM Methodology)
Cboe Values
Cboe Marks: Cboe , BXM
, BuyWrite Index
Cboe
S&P 500 2% OTM BuyWrite Index (BXY)
CGI
CGI
CGI
S&P
500 Index and related methodology
S&P Marks: S&P, S&P 500
Cboe
Methodology (BuyWrite Methodology)
Cboe Values
Cboe Marks: Cboe , BXY
, BuyWrite Index
S&P
500 Protective Put and Covered Call Index (USD) TR
S&P
S&P
S&P
S&P
500 Index and related methodology
S&P Marks: S&P,
S&P 500
Cboe
Methodology (BuyWrite Methodology)
Cboe Values
S&P
500 Futures 40% Defined Volatility Autocall Index (USD) TR
S&P
S&P
S&P
S&P
500 Index and related methodology
S&P Marks: S&P,
S&P 500
Cboe
Methodology (BuyWrite Methodology)
Cboe Values
Page 21 of 24
COVERED
SHARED IP
INDEX
“OWNER”
“INDEX
CALCULATION
AGENT”
“BENCHMARK
ADMINISTRATOR”
S&P
UNDERLYING IP
CBOE
UNDERLYING IP
S&P
500 10% Daily Fixed Covered Call Index (USD) TR
S&P
S&P
S&P
S&P
500 Index and related methodology
S&P Marks: S&P,
S&P 500
Cboe
Methodology (BuyWrite Methodology)
Cboe Values
S&P
500 10% Daily Premium Covered Call Index (USD) TR
S&P
S&P
S&P
S&P
500 Index and related methodology
S&P Marks: S&P,
S&P 500
Cboe
Methodology (BuyWrite Methodology)
Cboe Values
S&P
500 6% Premium Weekly Covered Call 6% Distributed Yield Index (USD) NTR
S&P
S&P
S&P
S&P
500 Index and related methodology
S&P Marks: S&P,
S&P 500
Cboe
Methodology (BuyWrite Methodology)
Cboe Values
S&P
500 6% Premium Weekly Covered Call 6% Distributed Yield Index (EUR) NTR
S&P
S&P
S&P
S&P
500 Index and related methodology
S&P Marks: S&P,
S&P 500
Cboe
Methodology (BuyWrite Methodology)
Cboe Values
S&P
500 6% Premium Weekly Covered Call Index (USD) NTR
S&P
S&P
S&P
S&P
500 Index and related methodology
S&P Marks: S&P,
S&P 500
Cboe
Methodology (BuyWrite Methodology)
Cboe Values
S&P
500 6% Premium Weekly Covered Call Index (EUR) NTR
S&P
S&P
S&P
S&P
500 Index and related methodology
S&P Marks: S&P,
S&P 500
Cboe
Methodology (BuyWrite Methodology)
Cboe Values
Page 22 of 24
COVERED
SHARED IP
INDEX
“OWNER”
“INDEX
CALCULATION
AGENT”
“BENCHMARK
ADMINISTRATOR”
S&P
UNDERLYING IP
CBOE
UNDERLYING IP
S&P
500 8% Premium Covered Call Index (USD) TR
S&P
S&P
S&P
S&P
500 Index and related methodology
S&P Marks: S&P,
S&P 500
Cboe
Methodology (BuyWrite Methodology)
Cboe Values
S&P
500 Covered Call 1% OTM Daily Index (USD) TR
S&P
S&P
S&P
S&P
500 Index and related methodology
S&P Marks: S&P,
S&P 500
Cboe
Methodology (BuyWrite Methodology)
Cboe Values
S&P
500 Daily Covered Call (USD) TR
S&P
S&P
S&P
S&P
500 Index and related methodology
S&P Marks: S&P,
S&P 500
Cboe
Methodology (BuyWrite Methodology)
Cboe Values
S&P
500 Daily Covered Call Index (USD) Call Only
S&P
S&P
S&P
S&P
500 Index and related methodology
S&P Marks: S&P,
S&P 500
Cboe
Methodology (BuyWrite Methodology)
Cboe Values
S&P
500 Daily Covered Call Index (USD) Income Only
S&P
S&P
S&P
S&P
500 Index and related methodology
S&P Marks: S&P,
S&P 500
Cboe
Methodology (BuyWrite Methodology)
Cboe Values
S&P
500 Dynamic Covered Call Index (USD) TR
S&P
S&P
S&P
S&P
500 Index and related methodology
S&P Marks: S&P,
S&P 500
Cboe
Methodology (BuyWrite Methodology)
Cboe Values
Page 23 of 24
COVERED
SHARED IP
INDEX
“OWNER”
“INDEX
CALCULATION
AGENT”
“BENCHMARK
ADMINISTRATOR”
S&P
UNDERLYING IP
CBOE
UNDERLYING IP
S&P
500 Dynamic Volatility Covered Call Index (USD) TR
S&P
S&P
S&P
S&P
500 Index and related methodology
S&P Marks: S&P,
S&P 500
Cboe
Methodology (BuyWrite Methodology)
Cboe Values
S&P
500 Top 50 15% Daily Premium Covered Call Index (USD) TR
S&P
S&P
S&P
S&P
500 Index and related methodology
S&P Marks: S&P,
S&P 500
Cboe
Methodology (BuyWrite Methodology)
Cboe Values
VARIANCE
INDICATORS
Cboe
S&P 500 Realized Variance Indicator
CGI
CGI
CGI
S&P
500 Index and related methodology
S&P Marks: S&P,
S&P 500
Cboe
Values
Cboe Marks: Cboe
Cboe
S&P 500 Implied Variance Indicator
CGI
CGI
CGI
S&P
500 Index and related methodology
S&P Marks: S&P,
S&P 500
Cboe
Values
Cboe Marks: Cboe
Page 24 of 24
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2626203d1_ex99-1.htm · Sequence: 5
Exhibit 99.1
MEDIA RELEASE
Cboe Provides
Additional Details Relating to Anticipated Financial Impacts of S&P DJI Licensing Agreement Extension
CHICAGO –
September 29, 2026 – Cboe Global Markets, Inc. (Cboe: CBOE), a leading global markets operator and pioneer in equity
and index derivatives, announced earlier today it has signed a 25-year extension of its exclusive licensing agreement with S&P Dow
Jones Indices (“S&P DJI”), continuing their longstanding collaboration through 2051. See the press release here.
In connection with
this announcement, Cboe is providing additional details regarding the anticipated financial impacts of the agreement.
Under the extended
agreement, there will be no impact on the 2026 royalty fee terms; the updated royalty fee terms will begin in 2027. Cboe estimates the
2027 royalty fee terms will have a de minimis impact on Cboe's 2027 net revenue growth when considered against organic and ecosystem-driven
volume growth, pricing optimization opportunities, and continued business execution. Cboe believes the extended contract, as structured,
positions Cboe for growth, with future royalty fee adjustments smaller than the 2027 reset. Cboe will provide more specific 2027 organic
total net revenue guidance in February with its fourth quarter earnings.
Additional information
will be reported in a current report on Form 8-K filing with the SEC and posted on Cboe’s IR website at https://ir.cboe.com.
***
About Cboe Global
Markets
Cboe Global Markets
(Cboe: CBOE) is a leading global markets operator with a long history of innovation in equity and index derivatives. Since launching
the world’s first listed options exchange in 1973, Cboe has pioneered landmark products, including the introduction of S&P
500® index options and the creation of the VIX® Index, the world's leading gauge of market volatility, reshaping how investors
manage risk and access opportunity. Today, Cboe operates derivatives, equities, and FX markets, providing trading, clearing, and investment
solutions for customers worldwide. To learn more, visit www.cboe.com.
1
Cboe
Media Contacts
Cboe
Analyst Contact
Angela Tu
+1-646-856-8734
atu@cboe.com
Tim Cave
+44 (0) 7593-506-719
tcave@cboe.com
Kenneth Hill, CFA
+1-312-786-7559
khill@cboe.com
CBOE-C
CBOE-OE
Cboe®,
Cboe Global Markets®, and VIX ® are registered trademarks or service marks of Cboe Exchange, Inc and S&P 500® is
a registered trademark of Standard & Poor's Financial Services LLC. All other trademarks and service marks are the property
of their respective owners.
Cautionary
Statements Regarding Forward-Looking Information
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve
a number of risks and uncertainties. You can identify these statements by forward-looking words such as "may," "might,"
"should," "expect," "plan," "anticipate," "believe," "estimate," "predict,"
"potential" or "continue," and the negative of these terms and other comparable terminology. All statements that
reflect our expectations, assumptions or projections about the future other than statements of historical fact are forward-looking statements.
These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections
of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only
predictions based on our current expectations and projections about future events. There are important factors that could cause our actual
results, level of activity, performance or achievements to differ materially from those expressed or implied by the forward-looking statements.
We
operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible
to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor,
or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
Some
factors that could cause actual results to differ include: the loss of our right to exclusively list and trade certain index options
and futures products; economic, political and market conditions; compliance with legal and regulatory obligations; price and new products
and services competition and consolidation in our industry; decreases in trading or clearing volumes, market data fees or a shift in
the mix of products traded on our exchanges; legislative or regulatory changes or changes in tax regimes; our ability to protect our
systems and communication networks from security vulnerabilities and breaches; our ability to attract and retain skilled management and
other personnel; increasing competition by foreign and domestic entities; our business and operational dependence on and exposure to
risk from third parties; factors that impact the quality and integrity of our and other applicable indices; our ability to manage our
global operations, growth, and strategic acquisitions, wind downs, divestitures, or alliances effectively; increases in the cost of the
products and services we use; our ability to operate our business without violating the intellectual property rights of others and the
costs associated with protecting our intellectual property rights; our ability to minimize the risks, including our credit, liquidity,
market, investment, counterparty, and default risks, associated with operating our clearinghouses; our ability to accommodate trading
and clearing volume and transaction traffic, including significant increases, without failure or degradation of performance of our systems;
misconduct by those who use our markets or our products or for whom we clear transactions; challenges to our use of open source software
code; our ability to meet our compliance obligations, including managing our business interests and our regulatory responsibilities;
the loss of key customers or a significant reduction in trading or clearing volumes by key customers; damage to our reputation; the ability
of our compliance and risk management methods to effectively monitor and manage our risks; restrictions imposed by our debt obligations
and our ability to make payments on or refinance our debt obligations; our ability to maintain an investment grade credit rating; impairment
of our goodwill, long-lived assets, investments or intangible assets; the accuracy of our estimates and expectations; and litigation
risks and other liabilities. More detailed information about factors that may affect our actual results to differ may be found in our
filings with the SEC, including in our Annual Report on Form 10-K for the year ended December 31, 2025 and other filings made
from time to time with the SEC.
We
do not undertake, and we expressly disclaim, any duty to update any forward-looking statement whether as a result of new information,
future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof.
2
EX-99.2 — EXHIBIT 99.2
EX-99.2
Filename: tm2626203d1_ex99-2.htm · Sequence: 6
Exhibit 99.2
MEDIA RELEASE
Cboe and S&P
Dow Jones Indices Sign 25-Year Extension of Exclusive Licensing Agreement, Through 2051
Agreement extends
Cboe's exclusive licensing rights for S&P 500 Index options through 2051 and creates new opportunities for innovation across next-generation
markets and technologies
CHICAGO and
NEW YORK – September 29, 2026 – Cboe Global Markets, Inc. (Cboe: CBOE), a leading global markets operator and
pioneer in equity and index derivatives, and S&P Dow Jones Indices (“S&P DJI”), the world’s leading index provider,
today announced a 25-year extension of their exclusive licensing agreement that will continue their longstanding collaboration through
2051.
Under the extended
agreement, Cboe will continue to have the exclusive rights to offer trading in its flagship S&P 500® Index (SPX) options. Cboe
and S&P DJI may also collaborate to pursue innovation beyond traditional index derivatives, including new products like tokenized
options contracts.
The agreement builds
on more than 40 years of collaboration between Cboe and S&P DJI that began in 1983 with the launch of SPX options – a breakthrough
innovation that has since become the global standard for how investors worldwide gain and manage U.S. equity market exposure.
"Cboe and S&P DJI have created one of the industry's great success stories. By combining S&P DJI’s index expertise
with Cboe's unmatched ability to build and operate highly liquid derivatives markets, we have built one of the world’s most liquid
products and a relationship that has delivered lasting value across the global financial marketplace,” said Craig Donohue, Chief
Executive Officer of Cboe Global Markets. “This extension allows us to further grow our SPX and VIX franchises, while providing
the certainty and continuity that our customers have come to expect in these products. It also gives us significant runway to pursue
the next frontier of innovation and stay ahead of evolving investor needs and emerging technologies. The opportunities ahead are as compelling
as those that first brought our organizations together 43 years ago, and we look forward to what we can achieve together in the decades
ahead.”
"The S&P 500 is the definitive barometer of U.S. equity market performance and the most widely tracked index in the world,"
said Catherine Clay, Chief Executive Officer of S&P DJI. "Investor demand for exposure to U.S. equities continues to accelerate,
and we see a future where every investor, everywhere, can access this benchmark in the format that best suits their needs. Cboe brings
deep expertise in developing, listing, and operating liquid derivatives markets that complements our index expertise, and this agreement
allows us to keep innovating for the next generation of investors."
SPX options are
one of the world’s most liquid and actively traded index options. Reflecting growing global demand for exposure to U.S. equity
markets, SPX options set a record annual volume of 970.6 million contracts in 2025, with average daily volume of 3.9 million contracts
– a 25% increase over the prior year and the 4th consecutive year of record trading activity.
1
In recent years,
Cboe has continued to grow the SPX options suite, alongside its closely connected VIX options and futures franchise, through new products,
structures and expirations, expanding the range of tools available and access for retail and institutional investors globally.
***
About Cboe Global
Markets
Cboe Global Markets
(Cboe: CBOE) is a leading global markets operator with a long history of innovation in equity and index derivatives. Since launching
the world’s first listed options exchange in 1973, Cboe has pioneered landmark products, including the introduction of S&P
500® index options and the creation of the VIX® Index, the world's leading gauge of market volatility, reshaping how investors
manage risk and access opportunity. Today, Cboe operates derivatives, equities, and FX markets, providing trading, clearing, and investment
solutions for customers worldwide. To learn more, visit www.cboe.com.
About S&P
Dow Jones Indices
S&P Dow Jones
Indices is the largest global resource for essential index-based concepts, data and research, and home to iconic financial market indicators,
such as the S&P 500® and the Dow Jones Industrial Average®. More assets are invested in products based on our indices than
products based on indices from any other provider in the world. Since Charles Dow invented the first index in 1884, S&P DJI has been
innovating and developing indices across the spectrum of asset classes helping to define the way investors measure and trade the markets.
S&P Dow Jones Indices is a division of S&P Global (NYSE: SPGI), which provides essential intelligence for individuals, companies,
and governments to make decisions with confidence. For more information, visit: www.spglobal.com/spdji.
Cboe Media Contact
S&P DJI Media Contact
Angela Tu
Silke McGuinness
atu@cboe.com
silke.mcguinness@spglobal.com
+1 (917) 985-1496
+1 (415) 205-8414
Cboe Analyst Contact
S&P Global Investor Contact
Kenneth Hill
Mark Grant
khill@cboe.com
mark.grant@spglobal.com
+1 (312) 786-7559
+1 (347) 640-1521
CBOE-C
CBOE-OE
2
Cboe®,
Cboe Global Markets®, and VIX ® are registered trademarks or service marks of Cboe Exchange, Inc The S&P 500 Index is
proprietary to S&P Dow Jones Indices LLC or its affiliates. S&P®, S&P 500®, The 500®, 500™, US 500™
and SPX® are trademarks of Standard & Poor's Financial Services, LLC or its affiliates; Dow Jones®, is a trademark of
Dow Jones Trademark Holdings LLC; all of which have been licensed for use by Cboe Exchange, Inc. Cboe Exchange's options on the
S&P 500 Index are not sponsored, issued or endorsed by S&P Dow Jones Indices and S&P Dow Jones Indices does not have any
liability with respect thereto. All other trademarks and service marks are the property of their respective owners.
Any
products that have the S&P Index or Indexes as their underlying interest are not sponsored, endorsed, sold or promoted by Standard &
Poor's or Cboe and neither Standard & Poor's nor Cboe make any representations or recommendations concerning the advisability
of investing in products that have S&P indexes as their underlying interests. All other trademarks and service marks are the property
of their respective owners.
Cboe
Global Markets, Inc. and its affiliates do not recommend or make any representation as to possible benefits from any securities,
futures or investments, or third-party products or services. Cboe Global Markets, Inc. is not affiliated with S&P. Investors
should undertake their own due diligence regarding their securities, futures, and investment practices. This press release speaks only
as of this date. Cboe Global Markets, Inc. disclaims any duty to update the information herein.
Nothing
in this announcement should be considered a solicitation to buy or an offer to sell any securities or futures in any jurisdiction where
the offer or solicitation would be unlawful under the laws of such jurisdiction. Nothing contained in this communication constitutes
tax, legal or investment advice. Investors must consult their tax adviser or legal counsel for advice and information concerning their
particular situation.
Cboe
Global Markets, Inc. and its affiliates make no warranty, expressed or implied, including, without limitation, any warranties as
of merchantability, fitness for a particular purpose, accuracy, completeness or timeliness, the results to be obtained by recipients
of the products and services described herein, or as to the ability of the indices referenced in this press release to track the performance
of their respective securities, generally, or the performance of the indices referenced in this press release or any subset of their
respective securities, and shall not in any way be liable for any inaccuracies or errors. Cboe Global Markets, Inc. and its affiliates
have not calculated, composed or determined the constituents or weightings of the securities that comprise the third-party indices referenced
in this press release and shall not in any way be liable for any inaccuracies or errors in any of the indices referenced in this press
release.
There are important
risks associated with transacting in any of the Cboe products discussed here. Before engaging in any transactions in those products,
it is important for market participants to carefully review the disclosures and disclaimers contained at: https://www.cboe.com/us_disclaimers/.
Options involve risk and are not suitable for all market participants. Prior to buying or selling an option, a person should review the
Characteristics and Risks of Standardized Options (ODD), which is required to be provided to all such persons. Copies of the ODD
are available from your broker or from The Options Clearing Corporation, 125 S. Franklin Street, Suite 1200, Chicago, IL 60606.
Cautionary
Statements Regarding Forward-Looking Information
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve
a number of risks and uncertainties. You can identify these statements by forward-looking words such as "may," "might,"
"should," "expect," "plan," "anticipate," "believe," "estimate," "predict,"
"potential" or "continue," and the negative of these terms and other comparable terminology. All statements that
reflect our expectations, assumptions or projections about the future other than statements of historical fact are forward-looking statements.
These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections
of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only
predictions based on our current expectations and projections about future events. There are important factors that could cause our actual
results, level of activity, performance or achievements to differ materially from those expressed or implied by the forward-looking statements.
We
operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible
to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor,
or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
3
Some
factors that could cause actual results to differ include: the loss of our right to exclusively list and trade certain index options
and futures products; economic, political and market conditions; compliance with legal and regulatory obligations; price and new products
and services competition and consolidation in our industry; decreases in trading or clearing volumes, market data fees or a shift in
the mix of products traded on our exchanges; legislative or regulatory changes or changes in tax regimes; our ability to protect our
systems and communication networks from security vulnerabilities and breaches; our ability to attract and retain skilled management and
other personnel; increasing competition by foreign and domestic entities; our business and operational dependence on and exposure to
risk from third parties; factors that impact the quality and integrity of our and other applicable indices; our ability to manage our
global operations, growth, and strategic acquisitions, wind downs, divestitures, or alliances effectively; increases in the cost of the
products and services we use; our ability to operate our business without violating the intellectual property rights of others and the
costs associated with protecting our intellectual property rights; our ability to minimize the risks, including our credit, liquidity,
market, investment, counterparty, and default risks, associated with operating our clearinghouses; our ability to accommodate trading
and clearing volume and transaction traffic, including significant increases, without failure or degradation of performance of our systems;
misconduct by those who use our markets or our products or for whom we clear transactions; challenges to our use of open source software
code; our ability to meet our compliance obligations, including managing our business interests and our regulatory responsibilities;
the loss of key customers or a significant reduction in trading or clearing volumes by key customers; damage to our reputation; the ability
of our compliance and risk management methods to effectively monitor and manage our risks; restrictions imposed by our debt obligations
and our ability to make payments on or refinance our debt obligations; our ability to maintain an investment grade credit rating; impairment
of our goodwill, long-lived assets, investments or intangible assets; the accuracy of our estimates and expectations; and litigation
risks and other liabilities. More detailed information about factors that may affect our actual results to differ may be found in our
filings with the SEC, including in our Annual Report on Form 10-K for the year ended December 31, 2025 and other filings made
from time to time with the SEC.
We
do not undertake, and we expressly disclaim, any duty to update any forward-looking statement whether as a result of new information,
future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof.
4
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Sep. 28, 2026
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- Definition
Area code of city
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No definition available.
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- Definition
Cover page.
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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
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No definition available.
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- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
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No definition available.
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- Definition
Address Line 1 such as Attn, Building Name, Street Name
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No definition available.
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Name:
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- Definition
Name of the City or Town
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No definition available.
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Name:
dei_EntityAddressCityOrTown
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Balance Type:
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- Definition
Code for the postal or zip code
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No definition available.
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- Definition
Name of the state or province.
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No definition available.
+ Details
Name:
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Balance Type:
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- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
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No definition available.
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- Definition
Two-character EDGAR code representing the state or country of incorporation.
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No definition available.
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
Local phone number for entity.
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No definition available.
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
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- Definition
Title of a 12(b) registered security.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
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- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
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- Definition
Trading symbol of an instrument as listed on an exchange.
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No definition available.
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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