CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATEMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH “[REDACTED].” AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION....
CONFIDENTIAL
TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATEMENT HAS BEEN
REQUESTED IS OMITTED AND IS NOTED WITH “[REDACTED].” AN UNREDACTED VERSION OF
THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.
AMENDMENT
#1 TO LICENSED SOFTWARE ADDENDUM #6 AND
AMENDMENT
#1 TO LICENSED SOFTWARE ADDENDUM #7 TO
MASTER
TECHNOLOGY LICENSE AGREEMENT (MTLA)
DATED
APRIL 1, 1997
This
Amendment #1 to Licensed Software Addendum #6 and Licensed Software Addendum
#7
(hereinafter this “Amendment”)
is
entered into and effective as of January 9, 2008 (hereinafter the “Effective
Date”)
by and
between Kyocera Mita Corporation, a Japanese corporation, with offices at 2-28,
1-chome, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇-▇▇ ▇▇▇▇▇, ▇▇▇-▇▇▇▇, ▇▇▇▇▇ (hereinafter referred
to as
“KMC”)
and
Peerless Systems Corporation, a Delaware corporation, with offices at ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter referred to
as
“Peerless”).
Each
of KMC and Peerless is sometimes referred to as a “Party” and jointly as
“Parties” in this Amendment.
RECITALS
A. WHEREAS, a
Master
Technology License Agreement dated April 1, 1997 was entered into by and between
Peerless and Kyocera Corporation, and was transferred to KMC on April 1,
2002, as amended (the “MTLA”).
Each
of the Licensed Software Addendum #6 and Licensed Software Addendum #7 was
entered into pursuant to the MTLA (individually, “LSA”
and,
collectively, the “Addenda”)
under
which Peerless granted KMC certain rights in its Licensed Software Products;
and
B.
WHEREAS,
the
parties agree that LSA #6 and LSA #7 should be amended to reflect business
terms, modification and changes previously agreed to between the parties, as
detailed in this Amendment.
NOW,
THEREFORE,
in
consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows:
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1.
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Definitions.
All capitalized terms used in this Amendment that are not specifically
defined herein shall have the meaning ascribed to them in LSA #6,
LSA #7
or the MTLA.
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2.
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Amendment
to LSA #6.
Provided final acceptance of the PEERLESS Deliverables for the Licensed
Products is given by KMC on or before January 9, 2008 pursuant to
Section 2c of this Amendment, LSA #6 shall be amended as
follows:
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a.
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Table
#1C to Exhibit A to LSA #6 is hereby deleted in its entirety and
replaced
by Table #1C as follows:
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[REDACTED]
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b.
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Table
#2C to Exhibit A to LSA #6 is hereby deleted in its entirety and
replaced
by Table #2C as follows:
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[REDACTED]
CONFIDENTIAL
TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATEMENT HAS BEEN
REQUESTED IS OMITTED AND IS NOTED WITH “[REDACTED].” AN UNREDACTED VERSION OF
THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.
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c.
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Effective
as of January 9, 2008, KMC acknowledges final acceptance of the PEERLESS
Deliverables for all the Licensed Products identified in LSA #6 and
LSA
#7. Any and all other acceptance terms for Licensed Products identified
in
LSA #6 and LSA #7 under the Master Development Agreement, effective
as of
February 1, 2005, by and between KMC and Peerless, the MTLA, applicable
Addenda and/or Sections 2.7 of LSA #6 and LSA #7, respectively, are
superseded by this Amendment.
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3.
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Miscellaneous.
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a.
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Except
as specifically amended by this Amendment, the MTLA and Addenda shall
remain in full force and effect.
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b.
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The
execution, delivery and performance of this Amendment shall not,
except as
expressly provided herein, constitute a waiver of any provision of,
or
operate as a waiver of any right, power, or remedy of any party under
the
MTLA and Addenda.
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c.
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Section
and subsection headings in this Amendment are included herein for
convenience of reference only, and shall not constitute a part of
this
Amendment #1 for any other purpose or be given any substantive
effect.
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d.
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This
Amendment may be executed in any number of counterparts, and by different
parties hereto in separate counterparts, each of which when so executed
and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same
instrument.
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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered as of the date first written above.
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Kyocera
Mita Corporation
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||
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By:
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/s/
Katsumi Komaguchi
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Name:
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Katsumi
Komaguchi
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Title:
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President
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Peerless
Systems Corporation
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By:
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/s/
▇▇▇▇▇▇▇ ▇. Roll
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Name:
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▇▇▇▇▇▇▇
▇. Roll
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Title:
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President
and Chief Executive Officer
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