EXHIBIT 10.98
AMENDMENT NO. 27
TO THE
POSTSCRIPT SOFTWARE DEVELOPMENT LICENSE
AND SUBLICENSE AGREEMENT
BETWEEN
ADOBE SYSTEMS INCORPORATED
AND
PEERLESS SYSTEMS CORPORATION
Effective as of November 1, 2005
This Amendment No. 27 (the "Amendment") to the PostScript Software
Development License and Sublicense Agreement dated July 23, 1999, as previously
amended (the "Agreement"), is between Adobe Systems Incorporated, a Delaware
corporation having a place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
("Adobe") and Peerless Systems Corporation, a Delaware corporation having a
place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
("Peerless").
The parties agree as follows:
1. Paragraph 1.40 (CPSI Software) of the Agreement is hereby deleted and
replaced in its entirety with the following:
"1.40 CPSI SOFTWARE means the "Adobe Software", as that term is defined in
Paragraph 1.6 ("Adobe Software"), running on a specified architecture
(hereinafter a "CPSI Platform") and from which Peerless develops (i)
host-based OEM Customer Licensed Systems for distribution by an OEM
Customer in accordance with the terms and conditions of a Peerless OEM
Agreement, or by OEM Remarketer Customers in accordance with the terms and
conditions of an OEM Remarketer Customer Agreement, or (ii) Peerless
SDK(s) for use by an OEM Customer in developing host-based OEM Customer
Licensed Systems for distribution by OEM Customer in accordance with the
terms and conditions of a Peerless OEM Agreement, or by OEM Remarketer
Customers in accordance with the terms and conditions of an OEM Remarketer
Customer Agreement, and (iii) host-based Peerless-Branded Licensed Systems
for distribution by Peerless under this Agreement or by Peerless
Remarketer Customers in accordance with the terms and conditions of a
Peerless Remarketer Customer Agreement. Any source code to the CPSI
Software that Adobe may provide to Peerless shall be deemed to be "Adobe
Core Source" unless clearly marked by Adobe otherwise."
2. All other terms and conditions of the Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, each of Adobe and Peerless has executed this Amendment
No. 27 to the PostScript Software Development License and Sublicense Agreement
by its duly authorized representatives.
Adobe: Peerless:
ADOBE SYSTEMS INCORPORATED PEERLESS SYSTEMS CORPORATION
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
------------------------------ ----------------------------
Print Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Senior Director Title: VP Finance, CFO
WW Operations Controller
Date: Date: December 1, 2005
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