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BKS > SEC Filings for BKS > Form 8-K on 13-Mar-2014All Recent SEC Filings

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Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01. Entry into a Material Definitive Agreement.

Microsoft Commercial Agreement Amendments

On March 10, 2014, Barnes & Noble, Inc. (the "Company") entered into an amendment (the "Amendment") to its existing commercial agreement (the "Commercial Agreement") between the Company and Microsoft Corporation ("Microsoft"). Pursuant to the Amendment, NOOK Media LLC ("NOOK Media") and Microsoft agreed to co-branding within the Microsoft Consumer Reader for reading content delivered by NOOK Media. The Amendment also provided that subject to certain conditions NOOK Media would be permitted to discontinue distributing the NOOK Windows app and will cooperate in good faith with Microsoft to transition users to the Microsoft Consumer Reader. Microsoft and NOOK Media also agreed to updated revenue sharing to address this possibility. The Amendment also permits NOOK Media to cease efforts with respect to a Windows phone app. Portions of the Amendment were redacted based upon a request for confidential treatment filed with the Securities and Exchange Commission.

The Company previously entered into Amendment No. 1 (the "First Amendment") to the Commercial Agreement, effective as of October 4, 2012. The First Amendment is being filed with this Report for the sake of completeness as it was not previously filed because the Company determined the modifications contained in the First Amendment were not material. The First Amendment addressed the required functionality for the first version of the NOOK Windows app in order to permit NOOK Media to begin receiving revenue share advance payments. Portions of the First Amendment were redacted based upon a request for confidential treatment filed with the Securities and Exchange Commission.

The foregoing summaries are general descriptions only, do not purport to be complete and are qualified in their entirety by the Amendment and the First Amendment, respectively, each of which is attached hereto as Exhibit 10.1 and Exhibit 10.2 and incorporated into this Item 1.01 by reference.

Item 9.01. Financial Statements and Exhibits

(d)     The following exhibits are filed as a part of this Report.

Exhibit No.   Description
10.1          Amendment No. 1 to the Commercial Agreement, dated as of October 4,
              2012, between Barnes & Noble, Inc. and Microsoft Corporation.*
10.2          Amendment No. 2 to the Commercial Agreement, dated as of March 10,
              2014, between Barnes & Noble, Inc. and Microsoft Corporation.*

* Pursuant to a request for confidential treatment, portions of these Exhibits have been redacted from the publicly filed documents and have been furnished separately to the Securities and Exchange Commission as required by Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

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