AMENDMENT NO. 1 TO AMENDED AND RESTATED SOFTWARE LICENSE AGREEMENT

Exhibit 2.6

 

AMENDMENT NO. 1 TO

AMENDED AND RESTATED SOFTWARE LICENSE AGREEMENT

 

This Amendment No. 1 to Amended and Restated Software License Agreement (the “First Amendment”) is made and entered into this 23rd day of July, 2003 (the “First Amendment Execution Date”) by and between PalmSource, Inc. (“PalmSource”), a Delaware corporation with a place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, PalmSource Overseas Limited, a company organized and existing under the laws of Cayman Islands, with its registered office at West Wing Building, Harbour Drive, ▇▇▇▇▇▇ Town, Grand Cayman, Cayman Islands, British West Indies (referred to individually as “PalmSource Cayman” or collectively with PalmSource, Inc. as “PalmSource”), Palm, Inc., a Delaware corporation with a place of business at ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and Palm Ireland Investment, a company organized and existing under the laws of The Republic of Ireland with a place of business at ▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, International Financial Services Centre, ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ (referred to individually as “Palm Ireland” or collectively with Palm, Inc. as “Palm” or as “Licensee”).

 

RECITALS

 

A.  PalmSource, PalmSource Cayman, Palm and Palm Ireland are parties to that certain Amended and Restated Software License Agreement dated June 4, 2003 (the “Agreement”).

 

B.  The parties wish to amend the Agreement in order to correct the references in the Agreement to PalmSource Cayman as further described below.

 

AMENDMENT

 

NOW, THEREFORE, in consideration of the foregoing and the terms of this First Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

 

1.  Amendment of Agreement. This First Amendment hereby amends and revises the Agreement to incorporate the correction to PalmSource Cayman as described in this First Amendment. Except as expressly provided for in this First Amendment, the Agreement will remain unchanged and in full force and effect. The term “Agreement”, as used in the Agreement and all other instruments and agreements executed thereunder, shall for all purposes refer to the Agreement as amended by this First Amendment.

 

2.  Correction of Reference in the Agreement to PalmSource Cayman. All references in the Agreement to “Palm Platform Overseas Limited” shall mean and refer to “PalmSource Overseas Limited.”

 

3.  General. This First Amendment has been executed by the parties as of the First Amendment Execution Date, with such execution being effective as of June 4, 2003. This First Amendment may be executed in any number of counterparts, each of which shall be deemed to an original, and such counterparts together shall constitute one instrument.

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IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto have executed this First Amendment as of the First Amendment Execution Date, with such execution being effective as of June 4, 2003.

 

PALMSOURCE, INC.						PALMSOURCE OVERSEAS LIMITED
By:		/s/    ▇▇▇▇▇ ▇. ▇▇▇▇▇				By:		/s/    ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name:		▇▇▇▇▇ ▇. ▇▇▇▇▇				Name:		▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:		CEO				Title:		President
Date:		July 23, 2003				Date:		July 23, 2003

PALM, INC.						PALM IRELAND INVESTMENT
By:		/s/    R. ▇▇▇▇ ▇▇▇▇▇▇▇				By:		/s/    ▇▇▇▇ ▇▇▇▇▇▇
Name:		R. ▇▇▇▇ ▇▇▇▇▇▇▇				Name:		▇▇▇▇ ▇▇▇▇▇▇
Title:		CEO, Solutions Group				Title:		Director
Date:		July 23, 2003				Date:		July 23, 2003