THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

NetRatings, Inc. (NTRT)

4/28/2006 Proxy Information

Related Party Transactions with VNU N.V. and its Subsidiaries

VNU

Ms. Whiting has been President and Chief Executive Officer of Nielsen Media Research, Inc. since 2001, as well as Executive Vice President of VNU Media Measurement & Information.

Mr. O’Hara is currently Senior Vice President and Chief Financial Officer of VNU Media Measurement and Information.

Mr. Harkness has been employed by Nielsen Media Research and VNU N.V. since 1975, and currently serves as Senior Vice President, Strategy and Alliances, VNU Media Measurement and Information.

Mr. Dimling has served as Chairman of NetRatings, Inc. since April 2002 and since January 2006, has served as Chairman Emeritus of Nielsen Media Research.

The Company obtains its directors and officers, property, general and workers compensation insurance through VNU. The cost incurred for these services in 2005 was approximately $200,000.

Nielsen Media Research

In August 1999, NetRatings entered into an operating agreement covering its relationship with Nielsen Media Research. Under the operating agreement, NetRatings pays the actual costs of Nielsen Media Research employees who are dedicated to selling NetRatings’ products and services. During the year ended December 31, 2005, this expense totaled approximately $325,000. NetRatings is also charged by Nielsen Media Research for the costs of maintaining its Internet audience measurement panels at the rates Nielsen Media Research charges its own internal divisions. These costs totaled approximately $2,450,000 for the year ended December 31, 2005. In the fourth quarter of 2003, Nielsen Media Research started providing services to recruit and survey respondents for NetRatings’ @Plan service. The cost incurred for these services in 2005 was approximately $2,400,000. In March 2004, NetRatings engaged Nielsen Media Research to provide certain technology hosting services for its U.S. data center operations. The cost incurred for these services in 2005 was approximately $650,000.

In April 2005, Nielsen Media Research and the Company signed a series of agreements pursuant to which the parties have cooperated in the development and operation of a patent licensing program. Under the patent licensing program, the Company has contacted a series of companies in the web analytics and online advertising fields regarding the licensing of a portfolio of patents that are owned or jointly owned (with Nielsen Media Research) by the Company. As part of the patent licensing program, the Company has also initiated a number of patent infringement lawsuits—three of which have been settled. Under each of the three settlements, the Company has licensed certain patents in exchange for license or royalty fees. Pursuant to the agreements between Nielsen Media Research and the Company, the two parties (i) split the fees and expenses relating to the patent licensing program on a 50/50 basis and (ii) split the proceeds from the patent licensing program on a 50/50 basis, subject to contingency payments to the law firm coordinating the patent licensing program.

Nielsen Media Research currently owns approximately 54% of the Company’s Common Stock. Nielsen Media Research is an indirect wholly-owned subsidiary of VNU N.V., which owns approximately 8% of our Common Stock through ACNielsen, another indirect wholly-owned subsidiary.

ACNielsen

Under a services agreement the Company entered into with ACNielsen in May 2002, ACNielsen provides certain back office services for the Company’s international operations. Fees related to these back office services were approximately $900,000 for the year ended December 31, 2005. The Company also leases office space from ACNielsen for some of its international offices. Fees related to leasing this office space were approximately $350,000 for the ended December 31, 2005.