EXHIBIT 10.5
ADOBE CONFIDENTIAL
CONFIGURABLE POSTSCRIPT(R) INTERPRETER
OEM LICENSE AGREEMENT
DATED AS OF SEPTEMBER 18, 1992
BETWEEN
SUPERMAC TECHNOLOGY INCORPORATED
AND
ADOBE SYSTEMS INCORPORATED
TABLE OF CONTENTS
PAGE
----
1. DEFINITIONS............................................................. 1
1.1 Adobe Information................................................. 1
1.2 Adobe Software.................................................... 1
1.3 Adobe Trademarks.................................................. 2
1.4 Coded Font Programs............................................... 2
1.5 Computer System................................................... 2
1.6 CPST Application.................................................. 2
1.7 CPST Application Appendix......................................... 3
1.8 Demonstration Program(s).......................................... 3
1.9 Designated Output Device(s)....................................... 3
1.10 Documentation..................................................... 3
1.11 End User.......................................................... 3
1.12 Internal Improvements............................................. 3
1.13 Licensed System................................................... 3
1.14 Other Adobe-Supplied Software..................................... 3
1.15 PostScript Language Addendum...................................... 3
1.16 PPD File.......................................................... 4
1.17 Subsidiary........................................................ 4
1.18 Trademark......................................................... 4
1.19 Typeface.......................................................... 4
2. LICENSE GRANTS.......................................................... 4
2.1 License to Sublicense Certain Software and Documentation.......... 4
2.2 [*]............................................................... 7
2.3 Conveyance of License Only........................................ 7
2.4 Similar Products.................................................. 7
2.5 Reverse Engineering............................................... 8
[*] Confidential Treatment Requested.
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3. DEVELOPMENT, DELIVERY AND ACCEPTANCE.................................... 8
3.1 Agreement on Future CPSI Applications............................. 8
3.2 Adobe Software Development........................................ 8
3.3 Custom Product Development........................................ 8
3.4 OEM-Loaned Equipment and Related Materials........................ 8
3.5 PPD File.......................................................... 9
3.6 Adobe Deliverables................................................ 9
3.7 OEM Modification; Adobe Assistance................................ 9
3.8 Testing........................................................... 9
3.9 PostScript Language Addendum...................................... 11
4. PROPRIETARY RIGHTS...................................................... 11
4.1 Adobe Ownership................................................... 11
4.2 Adobe Trade Secrets............................................... 11
4.3 Unauthorized Distribution or Copying.............................. 11
4.4 No Modifications.................................................. 11
5. TERM OF AGREEMENT....................................................... 12
6. EXPORT.................................................................. 12
7. PAYMENTS................................................................ 12
7.1 CPSI Application Payments......................................... 12
7.2 Coded Font Program Royalties...................................... 12
7.3 Other Payments.................................................... 12
7.4 Taxes............................................................. 13
7.5 Payment of Royalties.............................................. 13
7.6 When Royalties Are Earned......................................... 13
7.7 Right of Audit.................................................... 13
7.8 ITC Typefaces..................................................... 14
8. OEM SUPPORT............................................................. 14
9. COPYRIGHT AND OTHER NOTICES............................................. 14
9.1 Copyright Notices................................................. 14
9.2 Restricted Rights................................................. 15
9.3 Foreign Government Agreements..................................... 15
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LICENSE TO USE ADOBE TRADEMARKS: NONGENERIC ADVERTISING...................... 15
10.1 Trademark License................................................. 15
10.2 Ownership of Trademarks........................................... 16
10.3 Quality Standards................................................. 16
10.4 Infringement Proceedings.......................................... 17
10.5 OEM's Use of Trademarks........................................... 17
10.6 Trademark Registrations........................................... 17
11. WARRANTIES.............................................................. 17
11.1 Infringement...................................................... 17
11.2 Adobe Software Warranty........................................... 18
11.3 Limitations on Warranties......................................... 18
12. INTERNAL IMPROVEMENTS; CONTINUING SUPPORT............................... 19
12.1 Internal Improvements............................................. 19
12.2 Continuing Support................................................ 19
13. CANCELLATION............................................................ 19
13.1 Cancellation by Adobe for Cause................................... 19
13.2 Cancellation by OEM for Cause..................................... 19
13.3 Bankruptcy........................................................ 19
13.4 Obligations on Cancellation, Termination or Expiration............ 19
14. LIMITATION OF LIABILITY................................................. 20
15. GENERAL................................................................. 21
15.1 Governing Law..................................................... 21
15.2 Notices........................................................... 21
15.3 Injunctive Relief................................................. 21
15.4 No Agency......................................................... 21
15.5 Force Majeure..................................................... 21
15.6 Waiver............................................................ 22
15.7 Severability...................................................... 22
15.8 Headings.......................................................... 22
15.9 Confidentiality of Agreement...................................... 22
15.10 No Patent License................................................. 22
15.11 Assignment........................................................ 22
15.12 Attorneys' Fees................................................... 22
15.13 Full Power........................................................ 23
15.14 Forum............................................................. 23
15.15 Entire Agreement.................................................. 23
SIGNATORIES............................................................. 23
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EXHIBITS
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Paragraph
Title Exhibit Reference
- ----- ------- ---------
Description of Adobe Software A 1.2, Exhibit F
Adobe Trademarks B 1.3
Coded Font Programs C Recitals, 1.4, 1.4.1,
1.4.2, 1.19, 2.1.1,
10.1, 10.2, Exhibit F
Reproduction Locations D 2.1.1, 2.1.2, 2.1.5,
2.1.8
Minimum Terms of End User Agreement E 2.1.9
Sample Form of CPSI Application Appendix F 3.1
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ADOBE SYSTEMS INCORPORATED
CONFIGURABLE POSTSCRIPT INTERPRETER
OEM LICENSE AGREEMENT
THIS AGREEMENT is between ADOBE SYSTEMS INCORPORATED, a California
corporation having a place of business at 1585 Charleston Road, P.O. Box 7900,
Mountain View, California 94039-7900 ("Adobe), and SuperMac Technology, Inc., a
Delaware corporation having a place of business at 485 Potrero Ave, Sunnyvale,
CA 94086 ("OEM"). This Agreement is effective as of September 18, 1992.
RECITALS:
A. Adobe owns certain computer programs, known collectively as the
Configurable PostScript Interpreter software, which converts the PostScript
language text into a raster image to control raster devices such as CRT
displays, dot-matrix printers, laser printers, and photo typesetters. (Adobe and
PostScript are trademarks of Adobe registered in the United States.)
B. Adobe also has rights to the Roman Initial lnstallation Coded Font
Programs identified in Exhibit C ("Coded Font Programs") hereto and the Roman
---------
Additional Coded Font Programs, if any, and Other Coded Font Programs, if any,
identified in the applicable CPSI Application Appendix.
C. OEM wishes to license the object code of the Configurable PostScript
Interpreter software and the Coded Font Programs for incorporation in mutually
agreeable OEM application programs for use in mutually agreeable computer system
environments.
OEM and Adobe therefore agree as follows:
AGREEMENT:
---------
1. DEFINITIONS.
-----------
1.1 Adobe Information. "Adobe Information" shall mean the Adobe
-----------------
Software, Other Adobe-Supplied Software, Coded Font Programs, Demonstration
Program(s), Typefaces, Trademarks, Documentation and the Adobe Trademarks.
1.2 Adobe Software. "Adobe Software" shall mean (i) the computer
--------------
programs known collectively as the Configurable PostScript Interpreter software
as
[*] Confidential Treatment Requested.
1
provided by Adobe to OEM hereunder and without any OEM modifications or
additions thereto, but not including the Demonstration Program(s), (ii) any
other software programs identified in Exhibit A ("Description of Adobe
---------
Software") or designated as "Adobe Software" in any CPSI Application Appendix
hereto, and (iii) any corrections, changes, alterations or enhancements to the
Adobe Software, including Internal Improvements, supplied by Adobe to OEM
pursuant to the terms hereof or any corrections or updates to the Adobe Software
supplied to OEM by Adobe under the terms of a Continuing Support Agreement
between the parties.
1.3 Adobe Trademarks. "Adobe Trademarks" shall mean (i) the trademarks,
----------------
stylistic marks and distinctive logotypes set forth in Exhibit B ("Adobe
---------
Trademarks"), and (ii) other marks and logotypes as Adobe may from time to time
designate during the term of this Agreement.
1.4 Coded Font Programs. "Coded Font Programs" shall mean the Roman
-------------------
Initial Installation Coded Font Programs, Roman Additional Coded Font Programs,
if any, and Other Coded Font Programs, if any, encoded in a special format (as
specified in Exhibit C ("Coded Font Programs") or in the applicable CPSI -
---------
Application Appendix hereto)) and in encrypted form for delivery to OEM. The
term Coded Font Programs does not include any Roman Initial Installation Coded
Font Programs, Roman Additional Coded Font Programs or Other Coded Font Programs
which Adobe is not entitled to license to Adobe's OEM customers; provided,
however, that such limitation does not apply to the Coded Font Programs
identified in Exhibit C ("Coded Font Programs") or in any CPSI Application
---------
Appendix.
1.4.1 Roman Initial Installation Coded Font Programs. "Roman
----------------------------------------------
Initial Installation Coded Font Programs" shall mean the digitally encoded
machine readable outline programs for the Typefaces identified in Exhibit C
---------
("Coded Font Programs") or in a CPSI Application Appendix hereto, and
distributed for use as a part of a licensed System.
1.4.2 Roman Additional Coded Font Programs. "Roman Additional
------------------------------------
Coded Font Programs" shall mean the digitally encoded machine readable outline
programs for the Roman Typefaces identified in Exhibit C ("Coded Font Programs")
---------
or in a CPSI Application Appendix hereto, and distributed for use as a part of a
licensed System.
1.4.3 Other Coded Font Programs. "Other Coded Font Programs" shall
-------------------------
mean the Coded Font Programs (which may include, but are not limited to, Coded
Font Programs for Japanese Typefaces), which are identified in a CPSI
Application Appendix hereto, and which are distributed for use as a part of a
Licensed System.
1.5 Computer System. "Computer System" shall mean one (1) computer with
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operating system software, associated raster display and a Designated
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Output Device, all of which must be set forth in the applicable CPSI Application
Appendix.
1.6 CPST Application. "CPSI Application" shall mean any mutually
----------------
agreeable application program running in a Computer System environment, as
identified in a CPSI Application Appendix hereto, which incorporates all Or Part
Of the Adobe Software.
1.6.1 CPSI Application Appendix. "CPSI Application Object" shall
-------------------------
mean the object code version of a CPSI Application.
1.7 CPST Application Appendix. "CPSI Application Appendix" shall mean
-------------------------
any CPSI Application Appendix to this Agreement pursuant to which an OEM will
be using the Adobe Software to create a CPSI Application for use as part of a
new Licensed System described therein.
1.8 Demonstration Program(s). "Demonstration Program(s)" shall mean
------------------------
program(s), both in source and/or object code form, which are intended to
provide OEM with an example of how to integrate the Adobe Software into an
application program.
1.9 Designated Output Device(s). "Designated Output Device(s)" shall
---------------------------
mean any output device designated as such in a CPSI Application Appendix and
which has been approved by Adobe for use in conjunction with the CPSI
Application Object to generate output.
1.10 Documentation. "Documentation" shall mean (i) the PostScript
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Language Reference Manual, Second Edition, as printed in English by Addison-
- -----------------------------------------
Wesley, current as of April, 1991, or such other version of the PostScript
Language Reference Manual as specified in a CPSI Application Appendix, (ii) the
PostScript Language Addendum Template, (iii) any Adobe supplement thereto
specific to the Adobe Software licensed hereunder (the "CPSI Supplement"), (iv)
any other Documentation for Adobe Software identified in a CPSI Application
Appendix hereto and (v) any updates, enhancements, substitutions, replacements
or modifications thereof delivered to OEM by Adobe during the term of this
Agreement.
1.11 End User. "End User" shall mean a single individual using the CPSI
--------
Application Object on a single Computer System for its ordinary and customary
business or for personal purposes, and not for redistribution.
1.12 Internal Improvements. "Internal Improvements" shall mean
---------------------
modifications and enhancements to the Adobe Software which are designed by Adobe
to correct or improve the performance of the Adobe Software and which are
generally provided free of charge to Adobe's OEM customers, but shall not
include
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Adobe Software with enhanced functionality marketed by Adobe as a separate
product.
1.13 Licensed System. "Licensed System" shall mean the Computer System,
---------------
CPSI Application Object and Coded Font Programs.
1.14 Other Adobe-Supplied Software. "Other Adobe-Supplied Software" shall
-----------------------------
mean any software, other than Adobe Software or Demonstration Program(s),
identified in a CPSI Application Appendix hereto and any updates or
modifications thereof delivered to OEM by Adobe during the term of Agreement.
1.15 PostScript Language Addendum. "PostScript Language Addendum" shall
----------------------------
mean a supplement to the Documentation for each Licensed System to be written by
OEM using the PostScript Language Addendum Template as a guide and with
technical content approved by Adobe, that describes the features specific to a
Licensed System and the means of accessing those features via the Adobe
Software.
1.16 PPD File. "PPD File" shall mean a human readable, machine
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parseable, PostScript printer description file containing device-specific
information as to how to invoke the features of a particular Licensed System, as
described in the "PostScript Printer Description File Specification" (which
specification is available from Adobe and subject to change by Adobe, in its
sole discretion, from time to time).
1.17 Subsidiary. "Subsidiary" shall mean any corporation, partnership or
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other entity as to which OEM (a) owns or controls, directly or indirectly, at
least fifty percent (50%) by nominal value or number of units of the outstanding
stock or of the outstanding stock conferring the right to vote at a general
meeting, or (b) has the right to elect a majority of the Board of Directors or
its equivalent, or (c) has the right, directly or indirectly, to appoint or
remove the management.
1.18 Trademark. "Trademark" shall mean the trademarks, if any, used by
---------
Adobe to identify the Coded Font Programs and Typefaces.
1.19 Typeface. "Typeface" shall mean a human readable set of glyphs,
--------
including letters of the alphabet, upper and/or lower case, the numerals 0-9
and additional special characters and punctuation marks as may be offered by
Adobe in conjunction with such letters and numerals of one typeface design and
identified in Exhibit C ("Coded Font Programs") hereto or in any CPSI
Application Appendix. Each weight or version of a single typeface design (such
as Roman or Italic or in an expanded or condensed form) marketed by Adobe as a
separate typeface will be considered a separate Typeface.
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2. LICENSE GRANTS.
--------------
2.1 License to Sublicense Certain Software and Documentation.
--------------------------------------------------------
2.1.1 Adobe Software. Adobe hereby grants to OEM a worldwide, non-
--------------
exclusive, non-transferable license, during the term of this Agreement (subject
to OEM's compliance with Paragraph 2.1.7 ("Limited Functional Scope of License")
---------------
through Paragraph 2.1.10 ("Protection Mechanisms"), Paragraph 4.3 ("Unauthorized
---------------- -------------
Distribution or Copying") and the other terms hereof), to use, and to reproduce
only at the locations listed in Exhibit D ("Reproduction Locations") hereto, as
---------
amended from time to time, and to Sublicense and distribute, directly and
indirectly, through OEM's usual distribution channels, copies of the object code
version of the Adobe Software only as part of a CPS Application Object for use
by End Users solely on or in conjunction with a Computer System comprising a
Licensed System, as described in a CPSI Application Appendix. Each copy of the
CPSI Application Object shall be licensed for use only on a single Computer
System. OEM agrees that any such distribution of the CPSI Application Object
shall include at a minimum the Roman Initial Installation Coded Font Programs,
as described in Exhibit C ("Coded Font Programs") hereto, or otherwise as
---------
specified in the applicable CPSI Application Appendix.
2.1.2 Coded Font Programs. Adobe hereby grants to OEM a worldwide,
-------------------
non-exclusive, non-transferable license, during the term of this Agreement
(subject to OEM's compliance with Paragraph 2.1.7 ("Limited Functional Scope of
---------------
License") through Paragraph 2.1.10 ("Protection Mechanisms"), Paragraph 4.3
---------------- -------------
("Unauthorized Distribution or Copying") and the other terms hereof), (a) to
use, and to reproduce only at the locations listed in Exhibit D ("Reproduction
---------
Locations") hereto, as amended from time to time, the Coded Font Programs
provided by Adobe and to sublicense and distribute, directly and indirectly,
through OEM's usual distribution channels, such Coded Font Programs to End
Users bundled with the OEM Application Object solely for use as part of a
Licensed System on the terms set forth herein; (b) to sublicense the Coded
Font Programs to End Users for the reproduction and display of Typefaces on
the applicable Licensed Systems; (c) to sublicense such End Users to reproduce
and display Typefaces on the applicable Licensed System on which the Typefaces
are licensed; (d) to use the Coded Font Programs to reproduce and display the
Typefaces on the applicable Licensed Systems for purposes of test, evaluation,
demonstration or development of applications; (e) to reproduce and display
Typefaces on the applicable Licensed Systems for purposes of test, evaluation,
demonstration or development of applications; and (f) to use and to sublicense
such End Users to use the Trademarks used by Adobe to identify the Coded Font
Programs. OEM's license under this Paragraph 2.1.2 with respect to any
---------------
particular Coded Font Program will terminate, and OEM shall no longer be
entitled to distribute the corresponding Coded Font Program, upon termination
of the agreement between Adobe and the owner of any Trademark, if any,
pertaining to such Coded Font Program.
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2.1.3 Demonstration Program(s). Adobe hereby grants to OEM a
------------------------
worldwide, non-exclusive, non-transferable license, during the term of this
Agreement (subject to OEM's compliance with Paragraph 2.1.7 ("Limited Functional
---------------
Scope of License") through Paragraph 2.1.10 ("Protection Mechanisms"), Paragraph
---------------- ---------
4.3 ("Unauthorized Distribution or Copying") and the other terms hereof), to use
- ---
the Demonstration Program(s) internally as a demonstration of how the Adobe
Software may be used and to modify and create derivative works with the
Demonstration Program(s), provided that any portion of the Demonstration
Program(s) which is included in any derivative work is distributed in object
code form only for use solely in conjunction with a Licensed System.
Modifications made by OEM to the Demonstration Program(s), but not the original
code supplied by Adobe hereunder, shall be the property of OEM; provided,
however, that any portion of the Demonstration Program(s) which is included in
any derivative work shall remain subject to the provisions of this Agreement.
2.1.4 PostScript Language Addendum Template. Adobe hereby grants
-------------------------------------
to OEM a non-transferable, non-exclusive license, during the term of this
Agreement and subject to the terms hereof, to use (but not reproduce) the single
copy of the PostScript Language Addendum Template ("Template") supplied by Adobe
to OEM hereunder solely as a guide for customizing and creating the PostScript
Language Addendum for a specific Licensed System.
2.1.5 Other Adobe-Supplied Software. Adobe hereby grants to OEM a
-----------------------------
non-exclusive, non-transferable license, during the term of this Agreement and
subject to the terms hereof, to use, and to reproduce only at the locations
listed in Exhibit D ("Reproduction Locations") hereto, the Other Adobe-Supplied
Software for the purpose specified in a CPSI Application Appendix hereto. If
the purpose specified in a CPSI Application Appendix contemplates OEM
distributing a portion or all of the Other Adobe-Supplied Software, then such
grant of a license by Adobe to OEM under this Paragraph shall include a non-
exclusive, non-transferable license to sublicense and distribute, directly and
indirectly, through OEM's usual distribution channels, copies of the object
code version of the Other Adobe-Supplied Software for use by End Users solely on
or in conjunction with a Computer System comprising a Licensed System, as
described in the applicable CPSI Application Appendix.
2.1.6 Nondisclosure. OEM agrees to disclose the Adobe Software,
-------------
Other Adobe-Supplied Software, Coded Font Programs and Demonstration Program(s)
and the Template only to authorized employees and independent contractors having
a need to use them as permitted by this Agreement and to take all measures
reasonably required to prevent disclosure to other parties. OEM agrees that it
will disclose the Adobe Software, Other Adobe-Supplied Software, Coded Font
Programs and Demonstration Program(s) and Template only to employees and
independent contractors with a need to know who have agreed in writing (i) not
to disclose the Adobe Software, Other Adobe-Supplied Software, Coded Font
Programs and Demonstration Program(s) and Template, (ii) to use the
-6-
Adobe Software, Other Adobe-Supplied Software, Coded Font Programs and
Demonstration Program(s) and Template for the sole benefit of OEM and only as
permitted by this Agreement, and (iii) to take all reasonable precautions to
Prevent disclosure to other parties. OEM shall take prompt and appropriate
action to prevent unauthorized use or disclosure of Adobe Software. Other Adobe-
Supplied Software, Coded Font Programs and Demonstration Program(s) and Template
by such authorized employees and independent contractors.
2.1.7 Limited Functional Scope of License. The licenses granted
-----------------------------------
hereunder are limited to OEM's development and subsequent sublicensing Of CPSI
Application Object and Coded Font Programs and Other Adobe-Supplied Software, if
any, to be used to generate raster images on Computer Systems. These licenses
do not extend to the development or sublicensing of End User Software that is
used, directly or indirectly (a) to modify Coded Font Programs or Typefaces
other than to convert them to the disk-based representation of a Coded Font
Program, (b) to generate Coded Font Programs or Typefaces for use other than
with a CPSI Application Object licensed hereunder, (c) to control the output
from output devices other than those designated in the CPSI Application Appendix
(the "Designated Output Devices") or (d) to generate output for more than one
(1) Designated Output Device at a time unless OEM has issued an additional
license to the End User and paid Adobe an additional per copy royalty in the
amount specified in the applicable CPSI Application Appendix.
2.1.8 Subsidiaries of OEM. This Agreement applies to OEM and to
-------------------
any Subsidiaries of OEM which agree with OEM in writing to be bound by the terms
and conditions imposed on OEM hereunder. Notwithstanding the foregoing, OEM
agrees to make all payments due Adobe under the terms of this Agreement. OEM
agrees that reproduction of the CPSI Application Object and Coded Font Programs
will only be done by OEM or its Subsidiaries at the locations described in
Exhibit D ("Reproduction Locations"). The exercise of any right granted under
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this Agreement by any such Subsidiary is subject to OEM's guaranty of the
performance by such Subsidiary of all of OEM's obligations hereunder.
2.1.9 End User Licensing. OEM shall take all steps necessary to
------------------
ensure that each End User signs a copy of OEM's standard software license prior
to receipt of a copy of the CPSI Application Object or otherwise accepts the
CPSI Application Object subject to terms of a license agreement as described in
this Paragraph 2.1.9. The terms of such license will be drafted so as to apply
to the CM Application Object, Coded Font Programs and Other Adobe-Supplied
Software, if any. In addition, such license will include terms and conditions
substantially equivalent to those set forth in Exhibit E ("Minimum Terms of End
---------
User Agreement") to this Agreement. In the United States and in the other
jurisdictions where an enforceable copyright covering the CPSI Application
Object and Coded Font Programs exists, the software license specified above may
be a written agreement signed by the End User prior to or simultaneously with
the delivery of each copy of the CPSI Application Object, Other Adobe-Supplied
Software or any
-7-
Coded Font Programs distributed by OEM, or a written agreement in the package
containing the CPSI Application Object, Other Adobe-Supplied Software and Coded
Font Programs or the user documentation for the CPSI Application Object, Other
Adobe-Supplied Software and Coded Font Programs that is fully visible to the End
User and that the End User accepts by opening the package. In all other
jurisdictions such software license must be a written agreement signed by the
End User. OEM agrees it shall be deemed to have materially breached this
Agreement if it (a) fails to use its best efforts to enforce the corresponding
provisions of End User Agreements set forth in Exhibit E ("Minimum Terms of End
---------
User Agreement"), (b) distributes versions of CPSI Application Object or other
software that facilitates End User violation of these limitations, or (c)
otherwise licenses End Users so as to expand the rights granted herein or reduce
the obligations required hereby.
2.1.10 Protection Mechanisms. OEM shall employ in conjunction with
---------------------
the CPSI Application Object and Coded Font Programs licensed hereunder, copy
protection, serialization, encryption or any other mechanism to restrict or
monitor unauthorized use of application software, as required by Adobe and as
specified in the applicable CPSI Application Appendix. If no standard for
protection is specified, OEM shall ensure that the CPSI Application Object and
Coded Font Programs are encrypted, and, in the case of Other Coded Font Programs
for Japanese Typefaces, copy protected as well.
2.2 [*]
2.3 Conveyance of License Only. This Agreement grants OEM a license to
--------------------------
the Adobe Information only and only such rights as are specifically enumerated
herein. No other right, title, or interest in the Adobe Information is hereby
conveyed to OEM.
2.4 Similar Products. OEM acknowledges that Adobe is currently, and will
----------------
in the future, develop and acquire other software, including software based on
the Adobe Software, that such existing or planned software independently
developed or acquired by Adobe may contain ideas and concepts similar to those
in the CPSI Application; and that, over time, Adobe's employees may gain
familiarity, pursuant to this Agreement, with such general concepts and ideas.
Therefore, OEM agrees that Adobe shall not be precluded from developing
acquiring or distributing software or other products containing such ideas and
concepts for any purpose, without obligation to OEM.
-8-
[*] Confidential Treatment Requested.
2.5 Reverse Engineering. OEM agrees that it will not reverse engineer,
-------------------
reverse compile, disassemble or otherwise attempt to create source code which is
derived from the Adobe Software, Other Adobe-Supplied Software or Coded Font
Programs or Demonstration Program(s) provided in object code form. OEM further
agrees that the object code version of the Adobe Software licensed from Adobe is
intended to be used as an integral part of the CPSI Application to be developed
by OEM and OEM will take all reasonable precautions to prevent Its customers
from extracting the Adobe Software from the CPSI Application with which it is
combined and distributed.
3. DEVELOPMENT, DELIVERY AND ACCEPTANCE.
------------------------------------
3.1 Agreement on Future CPSI Applications. The parties agree that the
-------------------------------------
Adobe Software may be licensed for use with-other application programs or in
other computer environments upon the mutual agreement of OEM and Adobe under the
terms of a fully executed CPSI Application Appendix in a form similar to
Exhibit F ("Sample Form of CPSI Application Appendix") hereto.
- ---------
3.2 Adobe Software Development. Adobe shall use its best efforts to
--------------------------
develop and modify the Adobe Software for use as part of the CPSI Application in
the Computer System environment specified in the applicable CPSI Application
Appendix, subject to the following limitations. If Adobe determines that it b
not technically feasible to develop the Adobe Software for the particular CPSI
Application specified in the applicable CYST Application Appendix, OEM's sole
and exclusive remedy shall be to terminate the development of the Adobe Software
for such CPSI Application and to obtain a refund of that portion of the software
license fee, if any, paid by OEM to Adobe under Paragraph 7.1 ("CPST Application
-------------
Payments") below for such CPSI Application, as specified in the applicable CPSI
Application Appendix I provided that OEM has returned all existing copies of the
Adobe Software for such CPSI Application and certified in writing that it has no
right to use or distribute such Adobe Software.
3.3 Custom Product Development. If OEM requests a custom product
--------------------------
development from Adobe (i.e. a product that requires Adobe to develop a version
of the Adobe Software that is not then a current product offering of Adobe),
Adobe and OEM will negotiate the business terms of this custom development,
including without limitation, the scope of work, technical specification,
pricing and milestone schedule, and if the parties can agree, the terms of such
agreement will be set forth in a non-standard form of a CPSI Application
Appendix to be executed by the parties and made a part of this Agreement.
3.4 OEM-Loaned Equipment and Related Materials.
------------------------------------------
3.4.1 OEM-Loaned Equipment. Concurrent with, or promptly after,
--------------------
the effective date of any CPSI Application Appendix hereto, OEM shall provide
Adobe with the software, equipment and documentation, if any, set forth in the
-9-
applicable CPSI Application Appendix, to be used by Adobe for testing the CPSI
Application Object in accordance with Paragraph 3.8.2 ("Adobe Testing") below.
---------------
OEM shall also promptly provide Adobe with any other software, equipment, and
documentation necessary for Adobe to perform development or warranty services
for OEM hereunder or to provide maintenance services to OEM under a Continuing
Support Agreement (collectively "OEM-Loaned Equipment"). All OEM-Loaned
Equipment will be returned to OEM at its request after termination of Adobe's
development, testing, warranty and maintenance activities hereunder. All
OEM-Loaned Equipment shall remain the property of OEM. OEM shall pay shipping
costs for delivery of the OEM-Loaned Equipment to Adobe. Any OEM-Loaned
Equipment shall be returned to OEM by Adobe, shipping and insurance costs
prepaid by OEM. While in the possession of Adobe, the OEM-Loaned Equipment
shall be maintained by OEM in good working order and shall be fully insured by
Adobe. Any delays in maintaining the OEM-Loaned Equipment by OEM shall result
in corresponding delays in the milestone schedule for the applicable CPSI
Application Appendix.
3.4.2 OEM Technical Contract. OEM agrees to designate in the
----------------------
particular CPSI Application Appendix a technically qualified person to respond
to information requests by Adobe who, when so requested by Adobe, shall use his
or her best efforts to respond within two (2) working days of receipt of such
request.
3.5 PPD File. OEM shall also create and deliver to Adobe one (1) master
--------
copy of the PPD File for each Licensed System at the time OEM provides a beta
version of the CPSI Application Object to Adobe for testing under Paragraph
---------
3.8.2 ("Adobe Testing") and any updated version thereof in a timely manner
- -----
following the availability of any updated version. OEM shall include with each
licensed System a copy of the corresponding PPD File.
3.6 Adobe Deliverables. Adobe will provide OEM with one (1) master copy
------------------
of the Adobe Software for each CPSI Application, the Other Adobe-Supplied
Software, if any, the Coded Font Programs and the Demonstration Program(s) in
accordance with the milestones set forth in the applicable CPSI Application
Appendix hereto, and one copy of the Documentation to be delivered by Adobe to
OEM under the provisions of a CPSI Application Appendix.
3.7 OEM Modification; Adobe Assistance. OEM shall be responsible for
----------------------------------
producing the CPSI Application Object fully adapted to the applicable Licensed
System and suitable for distribution to End Users. Adobe's sole responsibility
in connection with such modification shall be to provide OEM, at no charge, with
eight (8) person hours of technical assistance (or such other quantity as is
specified in the applicable CPSI Application Appendix) to familiarize OEM
personnel with the operation of the Adobe Software. All such assistance will be
provided at Adobe's headquarters facilities in California, or such other
facility as specified in the applicable CPSI Application Appendix.
-10-
3.8 Testing. [*]
-------
3.8.1 [*]
3.8.2 [*]
[*] Confidential Treatment Requested.
-11-
3.9 [*]
4. PROPRIETARY RIGHTS.
------------------
4.1 Adobe Ownership. OEM acknowledges that Adobe and its suppliers are
---------------
the sole and exclusive owners of all rights, title and interest, including all
trademarks, copyrights, patents, trade names, trade secrets and other
intellectual property rights to the Trademarks and Adobe Trademarks, logos, and
product names, and to all of the documentation and computer-recorded data
comprising or included in the Adobe Information. Except for the rights
expressly enumerated herein, OEM is not granted any rights to patents,
copyrights, trade secrets, trade names, trademarks, or any other rights,
franchises or licenses with respect to the Adobe Information.
4.2 Adobe Trade Secrets. OEM agrees that the Demonstration Program(s) in
-------------------
source code form and those techniques, algorithms, and processes contained in
the Adobe Software, Other Adobe-Supplied Software, Coded Font Programs and
Demonstration program(s) and the information contained in the Template which
have been developed, acquired or licensed by Adobe, or any modification or
extraction thereof, constitute trade secrets of Adobe or its suppliers, and will
be used by OEM only in accordance with the terms of this Agreement. In
[*] Confidential Treatment Requested.
-12-
addition to the specific measures required hereunder, OEM shall take all
measures reasonably required to protect the proprietary rights of Adobe and its
suppliers in the Adobe Information. Failure to protect the proprietary rights of
Adobe and its suppliers in the Adobe Information, as required by this Agreement,
will be considered a material breach of this Agreement.
4.3 Unauthorized Distribution or Copying. OEM agrees that (a)
------------------------------------
distribution, copying, duplicating or otherwise reproducing all or any part of
the Adobe Software, Other Adobe-Supplied Software, Demonstration Program(s),
Coded Font Programs or Documentation (except as expressly permitted by this
Agreement), (b) distributing copies of all or any portion of the Adobe Software,
Other Adobe-Supplied Software, Demonstration Program(s) or Coded Font Programs
other than in the form of royalty-bearing End User products, or (c) distributing
the CPSI Application Object for use on other than a Computer System, will be
considered a material breach of this Agreement.
4.4 No Modifications. OEM agrees that it shall not make any
----------------
modifications of definitions in the PostScript language as specified in the
Documentation by altering or extending the function of the Adobe Software;
however, should OEM wish to add custom PostScript operators, OEM must
define them in a separate custom dictionary included with the CPSI Application
and provide documentation that clearly specifies that these operators are not
part of the PostScript language as specified in the Documentation.
5. TERM OF AGREEMENT.
-----------------
The initial term of this Agreement is for [*] from the effective
date of this Agreement, unless earlier terminated as provided in this Agreement.
Thereafter, this Agreement may be renewed on its anniversary dates, at the
option of either party, subject to the written agreement of the other party,
provided that [*].
6. EXPORT. OEM shall not knowingly, without prior authorization, if required, of
------
the Office of Export Administration ("OEA"), export or re-export (as defined in
Section 779.1(b)-(c) of the Export Administration Regulations - and any
amendments thereto) to Afghanistan, the People's Republic of China or to any
Group Q, S, W, Y or Z country specified in Supplement No. 1 to Section 779 of
the Regulations as amended from time to time (i) any Adobe Information or (ii)
the immediate product (including processes and services) produced directly by
use of any Adobe Information. The provisions of this Paragraph shall survive
notwithstanding any cancellation, termination or expiration of this Agreement.
-13-
[*] Confidential Treatment Requested.
7. PAYMENTS.
--------
7.1 CPSI Application Payments. OEM shall pay Adobe in U.S. Dollars the
-------------------------
software license fees and per copy royalties set forth in each CPSI Application
Appendix hereto. OEM shall pay Adobe a separate fee for each copy of the CPSI
Application Object which OEM distributes or uses internally.
7.2 Coded Font Program Royalties. OEM shall also pay to Adobe the
----------------------------
royalties for the Roman Initial Installation Coded Font Programs, Roman if an
Additional Coded Font Programs, if any, and Other Coded Font Programs, if any,
distributed with each CPSI Application Object, in the amount specified in the
applicable CPSI Application Appendix hereto.
7.3 Other Payments. Certain other payments to Adobe, including but not
--------------
limited to advances against royalties, will be designated in the specific CPSI
Application Appendix. Advances against royalties for a specified CPSI
Application are recoupable only against royalties for that CPSI Application
during the eighteen (18) month period following Adobe's test and acceptance of
the CPSI Application Object for that Licensed System, as defined in the
applicable CPSI Application Appendix.
7.4 Taxes. In addition to any other payments due under this Agreement,
-----
OEM agrees to pay, and to indemnify and hold Adobe harmless from, any sales,
use, excise, import or export, value added or similar tax or duty not based on
Adobe's net income, including any penalties and interest, as well as any costs
associated with the collection or withholding thereof, and all governmental
permit fees, license fees and customs and similar fees levied upon the delivery
by Adobe of the Adobe Software and Coded Font Programs or other deliverables to
OEM hereunder, which Adobe may incur in respect of this Agreement. If a resale
certificate or other certificate or document of exemption is required in order
to exempt all or any of the Adobe Software, Coded Font Programs or other
deliverables from any such tax liability, OEM will promptly furnish it to Adobe.
7.5 Payment of Royalties. All royalties due in accordance with the terms
--------------------
of this Agreement shall be paid in U.S. Dollars within 30 days after the end of
each calendar quarter. With each royalty payment OEM shall include a written
summary, broken out by month of sale and country categories (U.S., Canada,
Europe, Far East, Rest of World), of (a) the number of copies and types of CPSI
Application Object distributed or used internally by OEM during the quarter; (b)
the number of copies and types of Roman and Other Coded Font Programs, by
Typefaces, bundled with the CPSI Application Object for use as a part of a
Licensed System and licensed to End Users or used internally by OEM during the
quarter; and (c) any other information which may be required to determine
whether OEM is paying the correct royalty amount hereunder. Copies of CPSI
Application Object which are returned for which refunds are made or a credit is
issued by OEM shall be credited by OEM against royalties due to Adobe for such
copies of USI Application
-14-
Object; provided however, that in the event OEM provided a partial refund (or
credit) of the price of a returned CPSI Application, OEM shall be entitled to
obtain a corresponding partial credit against royalties due for such CPSI
Application Object. At Adobe's request, OEM shall orally advise Adobe each month
of its estimate of the number of copies of the CPSI Application Object and Coded
Font Programs shipped or used internally by OEM during the previous month and
the royalties accrued thereby. Such oral communication shall be subject to
adjustment by OEM at the end of each accounting period.
7.6 When Royalties Are Earned. All royalties due hereunder be earned on
-------------------------
the date OEM ships the CPSI Application Object to its customer, except that in
the event of shipment of CPSI Application Object as between OEM and its
Subsidiary or as between such Subsidiaries for resale, such royalties shall be
earned when the CPSI Application Object is first shipped to a customer other
than OEM and any such Subsidiaries.
7.7 Right of Audit. OEM shall maintain a complete, dear, accurate record
--------------
of: (a) the number of copies and types of CPSI Application Object distributed
or used internally by OEM during the quarter; (b) the number of copies and types
of Roman and Other Coded Font Programs, by Typefaces, bundled with the CPSI
Application Object for use as part of a Licensed System and licensed to End
Users or used internally by OEM during the quarter; and (c) any other
information which may be required to determine whether OEM is paying the correct
royalty amount hereunder. To ensure compliance with the terms of this Agreement,
Adobe shall have the right to conduct an inspection and audit of all the
relevant accounting and sales books and records of OEM during regular business
hours at OEM's offices and in such a manner as not to interfere with OEM's
normal business activities. In no event shall audits be made hereunder more
frequently than every six (6) months. If such inspections should disclose any
underreporting, OEM shall promptly pay Adobe such amount, together with interest
thereon at the rate of 1 1/2% per month or the highest interest rate allowed by
law, whichever is lower, from the date on which such amount became due.
7.8 ITC Typefaces. Distribution of Coded Font Programs for any
-------------
International Typeface Corporation ("IM") Typefaces licensed from Adobe for any
Licensed System that includes a marking engine with maximum resolution exceeding
900 dots per inch or that outputs onto any silver based substrate (eg.
photographic medium) other than a 35 millimeter transparency ("High Resolution
Output Device") requires execution of a written agreement between OEM and ITC
which sets forth the royalties, if any, due directly to ITC from OEM (the "ITC
License Agreement"). These royalties to ITC are in addition to the royalties
due to Adobe for the distribution of Coded Font Programs for ITC Typefaces under
the terms of this or any other Agreement between Adobe and OEM. If OEM wants to
implement the Coded Font Programs for ITC Typefaces licensed from Adobe on any
High Resolution Output Device, OEM agrees to provide Adobe a written
certification that
-15-
OEM has executed an ITC License Agreement within sixty (60) days of execution of
a CPSI Application Appendix covering such a High Resolution Output Device.
8. OEM SUPPORT. OEM will have the sole responsibility for supporting End Users
-----------
and will provide End Users with reasonable end user documentation, warranty
service, and telephone support or other electronic support for the use of the
Adobe Software and Coded Font Programs included as part of a CPSI Application.
9. COPYRIGHT AND OTHER NOTICES.
---------------------------
9.1 Copyright Notices. In order to protect Adobe's copyright and other
-----------------
ownership interests, OEM agrees that, as a condition of its rights hereunder, it
will cause to be preserved in each copy of all or any portion of the Adobe
Software, Other Adobe-Supplied Software, Demonstration Program(s), Coded Font
Programs and any Documentation reproduced by it hereunder, the same proprietary
notices which appear on or in the Adobe Software, Other Adobe-Supplied Software,
Demonstration Program(s), Coded Font Programs and Documentation delivered by
Adobe to OEM hereunder or such other proprietary notices as Adobe may reasonably
require from time to time. OEM agrees that valid copyright notices for the Adobe
Software and Coded Font Programs will appear on the media. In addition, a valid
Adobe copyright notice in the following format, or such other format as Adobe
specifies by written notice to OEM, shall be displayed on the single user screen
of the Computer System, or in some other manner consented to in writing by
Adobe, when the CPSI Application Object is first invoked during an End User
session:
(a) the name of the program,
(b) the word "Copyright" and the circled-c symbol(C),
(c) the date of first publication of the Adobe Software, and
(d) the name of the copyright owner and the words "All Rights
Reserved".
9.2 Restricted Rights. OEM will (a) identify as developed with private
-----------------
industry funds the CPSI Application Object, Other Adobe-Supplied Software, Coded
Font Programs and related documentation in all proposals and agreements with the
United States Government or any contractor therefor; and (b) legend or mark the
CPSI Application Object, Other Adobe-Supplied Software, Coded Font Programs and
related documentation provided pursuant to any agreement with the United States
Government or any contractor therefor, as follows:
(a) For acquisition by or on behalf of civilian agencies, as
necessary to obtain protection substantially equivalent to that afforded to
-16-
commercial computer software and related documentation developed at private
expense and which is existing computer software no part of which was developed
with government funds and provided with Restricted Rights in accordance with
subparagraphs (a) through (d) of the "Commercial Computer Software Restricted
Rights" clause at section 52.227-19 of the Federal Acquisition Regulations and
its successors;
(b) For acquisition by or on behalf of units of the Department of
Defense ("DoD") as necessary to obtain protection substantially equivalent to
that afforded to commercial computer software and related documentation
developed at private expense and provided with Restricted Rights as defined in
DoD FAR Supplement 48 C.F.R. 252.227-7013(c)(1)(ii) and its successors in effect
for all solicitations and resulting contracts issued on or after May 18, 1987.
9.3 Foreign Government Agreements. OEM will take all reasonable steps in
-----------------------------
making proposals and agreements with foreign governments other than the United
States which involve the CPSI Application Object, Other Adobe-Supplied Software,
Coded Font Programs and related Documentation to ensure that Adobe's proprietary
rights in the Adobe Software, Other Adobe-Supplied Software, Coded Font Programs
and related Documentation receive the maximum protection available from such
foreign government for commercial computer software and related documentation
developed at private expense.
10. LICENSE TO USE ADOBE TRADEMARKS: NONGENERIC ADVERTISING.
-------------------------------------------- -----------
10.1 Trademark License. Adobe hereby grants to OEM a nonexclusive,
-----------------
limited license to use the Adobe Trademarks on the CPSI Application Object and
in OEM's advertising and printed materials for the CPSI Application Object and
Coded Font Programs, provided that OEM displays the following notices of
trademark status adjacent to and with the first or most prominent use of the
Adobe Trademark in each piece of advertising or printed materials in which such
Adobe Trademark appears and includes the respective legends adjacent to or as a
footnote to the Adobe Trademarks as follows:
(i) "Adobe(TM)": "Adobe is the trademark of Adobe Systems
Incorporated which may be registered in certain jurisdictions";
(ii) "PostScript(TM)": "PostScript is the trademark of Adobe
Systems Incorporated which may be registered in certain jurisdictions; and
(iii) such other symbols and notices as may be prescribed by Adobe
from time to time.
OEM agrees not to use any other trademark or service mark in close
proximity to any of the Adobe Trademarks or combine the marks so as to
effectively
-17-
create a unitary composite mark without the prior written approval
of Adobe. OEM agrees not to use any other name or trademarks for the Coded Font
Programs except for the name or trademarks used by the Trademark Owner as set
forth in Exhibit C ("Coded Font Programs") hereto, or in a CPSI Application
---------
Appendix OEM will comply with all of the terms in this Paragraph 10.1 in its
--------------
catalogs, advertising, packaging, and promotional materials relating to or
including Coded Font Programs.
10.2 Ownership of Trademarks. OEM acknowledges the ownership of the
-----------------------
Adobe Trademarks and Trademarks in Adobe and Its suppliers, agrees that it will
do nothing inconsistent with such ownership, agrees to use reasonable effort to
preserve Adobe's and its suppliers' rights in the Adobe Trademarks and
Trademarks, and that all uses of the Adobe Trademarks and the Trademarks by OEM
shall inure to the benefit of and be on behalf of Adobe and its suppliers. OEM
acknowledges that the Trademarks and Adobe Trademarks are valid under applicable
law and that OEM's utilization of the Trademarks and Adobe Trademarks will not
create any right, title or interest in or to such Trademarks or Adobe
Trademarks. OEM acknowledges the respective exclusive rights of Adobe and the
Trademark Owners (as defined below) to use of the Adobe Trademarks and
Trademarks and agrees not to do anything contesting or impairing the trademark
rights of Adobe or its suppliers. Any use of the Trademarks must identify the
applicable "Trademark Owner" set forth in Exhibit C ("Coded Font Programs")
---------
hereto, or the applicable CPSI Application Appendix, as the owner of such
Trademarks. OEM agrees to notify or require notification of sublicensees who
receive Coded Font Programs that (i) Trademarks can only be used to identify
printed output produced by the Coded Font Programs, and (ii) the Trademarks are
the property of the Trademark Owners. OEM will maintain a high quality standard
in producing copies of the CPSI Application Object, Coded Font Programs and
Typefaces. At the request of Adobe, OEM must supply samples of any Typeface
identified by a Trademark.
10.3 Quality Standards. OEM agrees that the nature and quality of the
-----------------
Licensed System, CPSI Application Object, Coded Font Programs and any other
products or services it supplies in connection with its use of the Adobe
Trademarks shall conform to the standards set by Adobe. OEM agrees to cooperate
with Adobe in facilitating Adobe's monitoring and control of the nature and
quality of such OEM products and services and to supply Adobe with specimens of
use of the Trademarks and Adobe Trademarks upon request. If, at any time, Adobe
determines that the OEM has not met or is not meeting the Adobe quality
standards, Adobe shall so advise OEM and, upon OEMS receipt of such notice by
any means, OEM shall have sixty (60) days to improve the quality to the standard
previously approved by Adobe. OEM shall comply with all applicable laws,
Regulations and customs and obtain all appropriate government approvals
pertaining to use of trademarks and trade names and to the sublicensing
distribution and advertising of the CPSI Application Object, Coded Font Programs
and Documentation hereunder.
-18-
10.4 Infringement Proceedings. OEM agrees to notify Adobe of any
------------------------
unauthorized use of the trademarks or Adobe Trademarks by others promptly as it
comes to OEM's attention. Adobe shall have the sole right and discretion to
bring infringement or unfair competition proceedings involving the Trademarks or
Adobe Trademarks.
10.5 OEM's Use of Trademarks. OEM agrees that it will include the Adobe
-----------------------
Trademarks on all copies of the CPSI Application Object and in any advertising
or printed materials concerning the CPSI Application Object and that it will use
the applicable Trademarks and Adobe Trademarks on all copies, advertisements,
brochures, manuals or other appropriate uses made in the promotion, distribution
or use of the CPSI Application Object Coded Font Programs and Licensed Systems.
OEM shall make specific reference to PostScript(TM) software from Adobe in any
advertisement which refers to the CPSI Application.
10.6 Trademark Registrations. OEM, at Adobe's request, shall (i)
-----------------------
promptly provide Adobe with any specimens, (ii) execute all applications for
trademark registrations, assignments, or other applicable documents, and (iii)
perform any other act reasonably necessary for Adobe or any Trademark Owner to
secure or maintain any and all Adobe Trademark or Trademark rights in any
country in which OEM is marketing the CPSI Application Object, Coded Font
Programs and licensed Systems.
11. WARRANTIES.
----------
11.1 Infringement.
------------
(a) By Adobe. Adobe agrees to defend and otherwise hold OEM
--------
harmless from all costs, damages and reasonable attorneys' fees resulting from
claims by third parties that uses permitted hereunder of the Adobe Software
infringe any U.S. patents or U.S. copyrights, or the use of the Adobe Trademarks
"Adobe" and "PostScript" (as applied to the Adobe Software) infringes any US.
trademarks, provided that OEM gives Adobe prompt written notice of any such
claim, tenders to Adobe the defense or settlement of such a claim, at Adobe's
expense, and cooperates with Adobe, at Adobe's expense, in defending or settling
such claim. If Adobe receives notice of an alleged infringement or if OEM's use
of the Adobe Software shall be prevented by permanent injunction, Adobe may, at
its sole option and expense, procure for OEM the right to continued use of the
Adobe Software or the Adobe U.S. trademarks "Adobe" and "PostScript" as provided
hereunder, modify the Adobe Software so that it no longer infringes, replace the
Adobe Software with computer software of equal or superior functional
capability, or in the case of trademark infringement, instruct OEM to use an
alternative trademark. THE RIGHTS GRANTED TO OEM UNDER THIS PARAGRAPH SHALL BE
OEM'S SOLE AND EXCLUSIVE REMEDY AND ADOBE'S SOLE OBLIGATION FOR ANY ALLEGED
INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER
PROPRIETARY RIGHT. ADOBE WILL HAVE NO
-19-
LIABILITY TO OEM IF ANY ALLEGED INFRINGEMENTS OR CLAIM THEREOF IS BASED UPON (A)
THE USE OF THE ADOBE SOFTWARE IN CONNECTION OR IN COMBINATION WITH EQUIPMENT,
DEVICES, OR SOFTWARE NOT DELIVERED BY ADOBE (IF SUCH INFRINGEMENT OR CLAIM COULD
HAVE BEEN AVOIDED BY THE USE OF THE ADOBE SOFTWARE WITH OTHER EQUIPMENT, DEVICES
OR SOFTWARE), (B) THE USE OF ANY ADOBE SOFTWARE OTHER THAN AS PERMITTED UNDER
THIS AGREEMENT OR IN A MANNER FOR WHICH IT WAS NOT INTENDED OR USE OF MOST
CURRENT RELEASE OF THE ADOBE SOFTWARE (AND SUCH CLAIM WOULD HAVE BEEN PREVENTED
BY THE USE OF SUCH RELEASE) OR (C) ANY MODIFICATIONS MADE TO THE ADOBE SOFTWARE
BY OEM OR AMY THIRD PARTY (IF SUCH CLAIM WOULD HAVE BEEN AVOIDED BY THE USE OF
THE UNMODIFIED ADOBE SOFTWARE).
(b) By OEM. OEM agrees to defend and otherwise hold Adobe
------
harmless from all costs, damages and reasonable attorneys, fees resulting from
all claims by third parties arising from the use, manufacture and distribution
of the CPSI Application Object by OEM and its direct and indirect customers in
any country, worldwide, provided that Adobe gives OEM prompt written notice of
any such claim, tenders to OEM the defense or settlement of any such claim, at
OEM's expense, and cooperates with OEM, at OEM's expense, in defending or
settling such claim. OEM WILL HAVE NO LIABILITY TO ADOBE IF ANY ALLEGED PATENT
OR COPYRIGHT INFRINGEMENTS OR CLAIM THEREOF ARISE SOLELY AS A RESULT OF THE
CONTENT OF THE ADOBE SOFTWARE.
11.2 Adobe Software Warranty. If (a) the Adobe Software for a CPSI
-----------------------
Application licensed hereunder fails to perform substantially in accordance with
the Documentation in the Development Environment (as specified in the CPSI
Application Appendix for such CPSI Application) from the date on which Adobe
delivers the Adobe Software to OEM and ending one (1) year thereafter (the
"Warranty Period"); (b) such failure is reproducible; and (c) such failure is
reported to Adobe by OEM during the Warranty Period, then Adobe shall, at its
expense, provide a workaround for such failure or, at Adobe's option, provide
OEM with an updated version of the Adobe Software which does not cause such
failure. This warranty shall not apply to any software modified by OEM or any
third party, or to any failure caused by hardware or software not provided by
Adobe. If OEM reports a failure to Adobe, and Adobe reasonably determines that
such failure was not caused by the Adobe Software, then Adobe shall have no
further obligations with respect to such report, and OEM agrees to pay Adobe's
reasonable costs in making such determination.
11.3 Limitations on Warranties. The foregoing warranties by Adobe are
-------------------------
made only to OEM and OEM shall be solely responsible for any warranty to, or
claims by, its distributors or end user customers concerning the Adobe Software.
THE FOREGOING STATES ADOBE'S SOLE AND EXCLUSIVE OBLIGATION TO OEM FOR BREACH OF
WARRANTY. EXCEPT FOR THE EXPRESS
-20-
WARRANTIES STATED IN THIS AGREEMENT, ADOBE MAKES NO ADDITIONAL WARRANTIES,
EXPRESS, IMPLIED OR STATUTORY, AS TO ANY MATTER WHATSOEVER. IN PARTICULAR, ANY
AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE
EXPRESSLY EXCLUDED. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, ADOBE
EXPRESSLY EXCLUDES ANY AND ALL WARRANTIES OF NONINFRINGEMENT. THIS IS A LIMITED
WARRANTY AND IS THE ONLY WARRANTY MADE BY ADOBE. OEM SHALL NOT HAVE THE RIGHT TO
MAKE OR PASS ON, AND SHALL TAKE ALL MEASURES NECESSARY TO ENSURE THAT NEITHER IT
NOR ANY OF ITS AGENTS OR EMPLOYEES SHALL MAKE OR PASS ON ANY SUCH WARRANTY OR
REPRESENTATION ON BEHALF OF ADOBE TO ANY CUSTOMER, END USER OR THIRD PARTY.
12. INTERNAL IMPROVEMENTS; CONTINUING SUPPORT.
-----------------------------------------
12.1 Internal Improvements. Adobe will notify OEM when Internal
---------------------
Improvements to the Adobe Software become available, and thereafter, if it
receives a written request from OEM, it will provide OEM with such Internal
Improvements without charge. OEM may distribute such Internal Improvements to
licensed End Users who have paid the applicable per copy royalties for use with
previously distributed copies of the CPSI Application Object without payment of
additional royalties. Such Internal Improvements do not include modifications,
enhancements, or other software products for which Adobe charges separately or
which Adobe provides only to customers receiving Continuing Support services.
12.2 Continuing Support. Following expiration of the Warranty Period,
------------------
Adobe will provide continuing support services to OEM in accordance with its
standard Continuing Support Agreement, once executed by the parties, at its then
current OEM rate for such services. OEM agrees that all contact regarding
warranty and Continuing Support services shall be handled through a designated
person from OEM who shall direct requests for Continuing Support services
through Adobe's designated technical contact. For purposes of the Continuing
Support Agreement, "Licensed System" shall mean the Adobe Software and Coded
Font Programs.
13. CANCELLATION.
------------
13.1 Cancellation by Adobe for Cause. If any material breach of this
-------------------------------
Agreement by OEM continues after thirty (30) days written notice of the breach
by Adobe to OEM, Adobe may terminate this Agreement on written notice to OEM.
13.2 Cancellation by OEM for Cause. If any material breach under this
-----------------------------
Agreement by Adobe continues after thirty (30) days written notice of the breach
by OEM to Adobe, OEM may seek any damages arising under this Agreement, and (a)
continue this Agreement in full force and effect, or (b) terminate this
Agreement on written notice to Adobe.
-21-
13.3 Bankruptcy. In addition to any material breach of this Agreement,
----------
the application for, or adjudication in, bankruptcy by OEM, or dissolution of
OEM shall terminate this Agreement.
13.4 Obligations on Cancellation, Termination or Expiration. Upon
------------------------------------------------------
cancellation, termination, or expiration of this Agreement.
13.4.1 Safeguarding of Trade Secrets. OEM shall continue to be
-----------------------------
responsible for safeguarding the trade secrets and proprietary rights of Adobe
in accordance with the terms of this Agreement after such cancellation,
termination or expiration.
13.4.2 Return of Proprietary Information. Subject to Paragraph
--------------------------------- ---------
13.4.6 ("Continued Support") below, OEM shall erase, destroy or return to Adobe
- ------
all of Adobe's proprietary information in its possession upon Adobe's request,
OEM shall warrant in writing its return or destruction of Adobe's proprietary
information within thirty (30) days of cancellation, termination, or expiration.
13.4.3 OEM's Return of Adobe Softwares. Subject to Paragraph 13.4.6
------------------------------- ----------------
("Continued Support") below, OEM shall immediately discontinue use and
distribution of, and return or destroy all copies of, the CPSI Application and
Coded Font Programs in its possession (including copies placed in any storage
device under OEM's control). OEM shall not retain any whole or partial copies
of the Demonstration Program(s) in source or object code form.
13.4.4 End Users. End Users shall be permitted the continued and
---------
uninterrupted use of the CPSI Application Object and Coded Font Programs for the
balance of the term of their End User agreements, as specified in such
agreements, provided that and so long as the End Users are not in default of
their End User agreements.
13.4.5 Default by End Users. OEM's rights upon default of an End
--------------------
User relating to the CPSI Application Object and Coded Font Programs, as
specified in the End User agreement, shall automatically be assigned to Adobe to
the extent relevant to the enforcement by Adobe of the proprietary rights of
Adobe and/or its suppliers in the Adobe Software and Coded Font Programs.
13.4.6 Continued Support. OEM shall have the right to retain five
-----------------
(5) copies of the CPSI Application Object and Coded Font Programs and use such
CPSI Application Object and Coded Font Programs to the extent required for
support and maintenance purposes but OEM shall have no right to sublicense or
otherwise distribute the CPSI Application Object or Coded Font Programs or any
other rights with respect to such software except as specifically set forth in
this Paragraph 13.4.6.
----------------
-22-
13.4.7 Payment. Unless OEM has terminated this Agreement for cause,
-------
the payment date of all monies due Adobe shall automatically be accelerated so
that they shall become due and payable on the effective date of termination,
even if longer terms had been provided previously.
14. LIMITATION OF LIABILITY. NEITHER ADOBE NOR ANY OF ITS OFFICERS, DIRECTORS,
-----------------------
EMPLOYEES, AFFILIATES, OR AGENTS SHALL BE LIABLE TO OEM OR TO ANY THIRD PARTY
FOR ANY LOSS OF USE, LOSS OF GOODWILL, INTERRUPTION OF BUSINESS, OR FOR INDIRECT
INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST REVENUES OR
PROFITS) OR SIMILAR DAMAGES, WHETHER BASED ON TORT(INCLUDING WITHOUT LIMITATION,
NEGLIGENCE OR STRICT LIABILITY), CONTRACT, OR OTHER LEGAL OR EQUITABLE GROUNDS,
EVEN IF ADOBE HAS BEEN ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH
DAMAGES AND EVEN IN THE EVENT OF FAILURE OF EXCLUSIVE REMEDIES. THE FOREGOING
LIMITATION OF LIABILITY IS INDEPENDENT OF ANY EXCLUSIVE REMEDIES FOR A BREACH OF
WARRANTY SET FORTH IN THIS AGREEMENT.
15. GENERAL.
-------
15.1 Governing Law. This Agreement shall be governed in all respects by
-------------
the laws of the United States of America and the State of California as such
laws are applied to agreements entered into and to be performed entirely within
California between California residents. The parties agree that the United
Nations Convention on Contracts for the International Sale of Goods is
specifically excluded from application to this Agreement.
15.2 Notices. All notices or reports permitted or required under this
-------
Agreement shall be in writing and shall be delivered by personal delivery,
telegram, telex, telecopier or facsimile transmission or by registered mail,
return receipt requested, and shall be deemed given upon personal delivery or
five (5) days after deposit in the mail or upon acknowledgment of receipt of
electronic transmission. Notices shall be sent to: (i) the contract
representative designated in the specific CPSI Application Appendix if the
notice or report relates to one or more specific CPSI Applications and (ii) a
copy to the signatory of this Agreement at the address set forth at the end of
this Agreement or such other address as either party may specify in writing as
well as a copy to the parties General Counsel at the same address. Notices shall
be effective upon receipt, unless otherwise specified in such notice or in this
Agreement.
15.3 Injunctive Relief. It is understood and agreed that,
-----------------
notwithstanding any other provisions of this Agreement, breach of the provisions
of this Agreement by OEM will cause Adobe irreparable damage for which recovery
of money damages would be inadequate, and that Adobe shall therefore be entitled
to obtain timely injunctive relief in a court of competent jurisdiction to
protect
-23-
Adobe's rights under this Agreement in addition to any and all remedies
available at law. Because of the unique and proprietary nature of the Adobe
Software, OEM acknowledges that in the event OEM or any OEM customer continues
to distribute the CPSI Application Object, or any portion thereof, after its
right to do so has terminated or expired, Adobe shall be entitled to active or
other equitable relief, including without limitation, an order directing that
any copies of the CPSI Application Object, or any portion thereof, which OEM or
any direct or indirect customer of OEM attempts to import into the U.S. or any
other country or territory, be seized, impounded and destroyed by Customs
officials in order to prevent such importation.
15.4 No Agency. Nothing contained herein shall be construed as creating
---------
any agency, partnership, or other form of joint enterprise between the parties.
15.5 Force Majeure. Neither party shall be liable hereunder by reason of
-------------
any failure or delay in the performance of its obligations hereunder (except for
the payment of money) on account of strikes, shortages, riots, insurrection,
fires, flood, storm, explosions, acts of God, war, governmental action, labor
conditions, earthquakes, material shortages or any other cause which is beyond
the reasonable control of such party.
15.6 Waiver. The failure of either party to require performance by the
------
other party of any provision hereof shall not affect the full right to require
such performance at any time thereafter; nor shall the waiver by either party of
a breach of any provision hereof be taken or held to be a waiver of the
provision itself.
15.7 Severability. In the event that any provision of this Agreement
------------
shall be unenforceable or invalid under any applicable law or be so held by
applicable court decision, such unenforceability or invalidity shall not render
Agreement unenforceable or invalid as a whole, and, in such event, such
provision shall be changed and interpreted so as to best accomplish the
objectives of such unenforceable or invalid provision within the limits of
applicable law or applicable court decisions.
15.8 Headings. The paragraph headings appearing in this Agreement are
--------
inserted only as a matter of convenience and in no way define, limit, construe
or describe the scope or extent of such paragraph, or in any way affect this
Agreement.
15.9 Confidentiality of Agreement. Neither party shall make any public
----------------------------
announcement of, or otherwise disclose, the existence of or matters set forth in
this Agreement except as mutually agreed in writing or as required by disclosure
obligations arising under law.
15.10 No Patent License. Nothing contained herein shall be construed as
-----------------
conferring by implication, estoppel or otherwise any license or right under any
-24-
United States or foreign patent, issued, assigned or licensed to Adobe, whether
existing or later issued, except to the extent specifically required to perform
the obligations and obtain the benefits expressly set forth in this agreement.
Adobe agrees that OEM and OEM's customers shall have the right to exercise all
rights which Adobe expressly grants to OEM or expressly authorizes OEM to grant
to such customers herein, notwithstanding the existence or later issuance to
Adobe of any United States or foreign patent.
15.11 Assignment. Neither this Agreement nor any rights of OEM hereunder
----------
may be assigned by OEM in whole or in part without the prior written approval of
Adobe. For the purposes of this Paragraph, a change in the persons or entities
who control 50% or more of the equity securities or voting interest of OEM shall
be considered an assignment of OEM's rights. Adobe's rights and obligations, in
whole or in part, under this Agreement may be assigned by Adobe. Adobe may
exercise full transfer and assignment rights in any manner at Adobe's discretion
and specifically may sell, pledge or otherwise transfer its right to receive
royalties under this Agreement.
15.12 Attorneys' Fees. In the event any proceeding or lawsuit is brought
---------------
by Adobe, its suppliers or OEM in connection with this Agreement, the prevailing
party in such proceeding shall be entitled to receive its costs, expert witness
fees and reasonable attorneys' fees, including costs and fees on appeal.
15.13 Full Power. Each party warrants to the other that it has fun power
----------
to enter into and perform this Agreement, and the person signing this Agreement
on behalf of the respective party has been duly authorized and empowered to
enter into this Agreement. Each party further acknowledges that it has read
this Agreement, understands it and agrees to be bound by it.
15.14 Forum. All disputes arising under this Agreement may be brought in
-----
Superior Court of the State of California in Santa Clara County or the Federal
District Court of San Jose as permitted by law. The Superior Court of Santa
Cara County and the Federal District Court of San Jose shall each have
nonexclusive jurisdiction over disputes under this Agreement. OEM and Adobe
consent to personal jurisdiction of the above courts; provided, that the
foregoing shall not be construed as divesting any other court of such
jurisdiction as such court may otherwise have over such disputes.
15.15 Entire Agreement. This Agreement, the Exhibits hereto, and any
----------------
executed CPSI Application Appendices constitute the entire agreement between the
parties with respect to the subject matter hereof. This Agreement supersedes,
and the terms of this Agreement govern, any prior or collateral agreements
between the parties with respect to the subject matter hereof, whether oral or
written. This Agreement may only be changed by mutual agreement of authorized
representatives of the parties in writing.
-25-
IN WITNESS OF, the parties hereto have duly executed this Agreement by
their respective duly authorized officers to be effective as Of the date first
written above.
ADOBE: OEM:
ADOBE SYSTEMS INCORPORATED SUPERMAC TECHNOLOGY
By:/s/ Steve MacDonald By:/s/ Louis J. Doctor
----------------------------------- ----------------------------------
Print Print
Name: Steve MacDonald Name: Louis J. Doctor
--------------------------------- --------------------------------
Title: V.P. SVS Products Div. Title: V.P. Business Development
-------------------------------- -------------------------------
Date: September 18, 1992 Date: 9/17/92
--------------------------------- --------------------------------
Address: 1585 Charleston Road Address: 485 Potrero Avenue
P.O. Box 7900 Sunnyvale, CA 94076
Mountain View,
CA 94039-7900
-26-
EXHIBIT A
---------
Description of Adobe Software
Configurable PostScript Interpreter:
Interpreter for Adobe Systems Incorporated PostScript(R) page description
language which takes PostScript language programs as input and generates raster
images in memory.
-27-
EXHIBIT B
---------
Adobe Trademarks
- --------------------------------------------------------------------------------
TRADEMARK TRADEMARK ATTRIBUTION
--------- ---------------------
Adobe(TM) . . . is a trademark of Adobe Systems
Incorporated which may be registered in
certain jurisdictions.
The Adobe Logo . . . is a trademark of Adobe Systems
[LOGO](TM) Incorporated which may be registered in
certain jurisdictions.
PostScript(TM) . . . is a trademark of Adobe Systems
Incorporated which may be registered in
certain jurisdictions.
The PostScript Logo . . . is a trademark of Adobe Systems
[LOGO](TM) Incorporated which may be registered in
certain jurisdictions.
- --------------------------------------------------------------------------------
-28-
EXHIBIT C
---------
Coded Font Programs
A. The following Roman Initial Installation Coded Font programs shall be
made available on all licensed Systems:
IDENTIFYING
TRADEMARK TYPEFACE TRADEMARK OWNER
- --------------- ---------- -----------------
Helvetica Linotype-Hell AG and/or it subsidiaries
Helvetica Bold Linotype-Hell AG and/or it subsidiaries
Helvetica Oblique Linotype-Hell AG and/or it subsidiaries
Helvetica Bold Oblique Linotype-Hell AG and/or it subsidiaries
Times Roman Linotype-Hell AG and/or it subsidiaries
Times Bold Linotype-Hell AG and/or it subsidiaries
Times Italic Linotype-Hell AG and/or it subsidiaries
Times Bold Italic Linotype-Hell AG and/or it subsidiaries
Symbol (Public Domain)
Courier (Public Domain)
Courier Bold (Public Domain)
Courier Oblique (Public Domain)
Courier Bold Oblique (Public Domain)
-29-
EXHIBIT D
---------
REPRODUCTION LOCATIONS
OEM's reproduction of the CPSI Application Object and Coded Font Programs
shall be restricted to the following locations:
Name of Reproduction Site: Address of Reproduction Site:
------------------------- -----------------------------
SuperMac Technology, Inc. 485 Potrero Avenue
Sunnyvale, CA 94086
-30-
EXHIBIT E
---------
CPSI Application Object and Coded Font Programs
Minimum Terms of End User Agreement
Notice to User
1. Licensor grants to Licensee a nonexclusive sublicense, subject to
Paragraph 7 below and the other provisions hereof (a) to use the CPSI
- -----------
Application Object ("Software") solely for Licensee's own internal business
purposes in a single computer, associated display with a resolution of less than
one hundred fifty dots per inch, and an associated printer which is directly
connected to the computer (the "Computer System"); (b) to use the digitally-
encoded machine-readable outline programs ("Font Programs") provided by Licensor
in a special encrypted format ("Coded Font Programs") and identified herewith to
reproduce and display designs, styles, weights, and versions of letters,
numerals, characters and symbols ("Typefaces") solely for Licensee's own
customary business or personal purposes on the Computer System; and (c) to use
the trademarks used by Licensor to identify the Coded Font Programs and
Typefaces reproduced therefrom ("Trademarks"). Licensee may assign its rights
under this Agreement to a licensee of all of Licensee's right, title and
interest to such Software and Coded Font Programs provided the licensee agrees
to be bound by all of the terms and conditions of this Agreement.
2. Licensee acknowledges that the Software, Coded Font Programs,
Typefaces and Trademarks are proprietary to Licensor and its suppliers.
Licensee agrees to hold the Software and Coded Font Programs in confidence,
disclosing the Software and Coded Font Programs only to authorized employees
having a need to use the Software and Coded Font Programs as permitted by this
Agreement and to take all reasonable precautions to prevent disclosure to other
parties.
3. Licensee will not make or have made, or permit to be made, any copies
of the Software or Coded Font Programs or portions thereof, except as necessary
for its use with a single Computer System hereunder. Licensee agrees that any
such copies shall contain the same proprietary notices which appear on or in the
Software or the Coded Font Program.
4. Except as stated above, this Agreement does not grant Licensee any
rights to patents, copyrights, trade secrets, trade names, trademarks (whether
registered or unregistered), or any other rights, franchises, or licenses in
respect of the Software, Coded Font Programs, Typefaces, or Trademarks.
Licensee will not adapt or use any trademark or trade name which is likely to be
similar to or confusing with that of licensor or any of its suppliers or take
any other action which impairs or reduces the trademark rights of licensor or
its suppliers. The Trademarks can only be used to identify printed output
produced by the Coded Font Programs. At the reasonable request of licensor,
Licensee must supply samples of any Typeface identified by a Trademark.
-31-
5. Licensee agrees that it will not attempt to alter, disassemble,
decrypt or reverse engineer the Software or Coded Font Programs.
6. Licensee acknowledges that the laws and Regulations of the United
States restrict the export and re-export of commodities and technical data of
United States origin, including the Software or Coded Font Programs. Licensee
agrees that it will not export or re-export the Software or Coded Font Programs
in any form without the appropriate United States and foreign government
licenses. Licensee agrees that its obligations pursuant to this section survive
and continue after any termination or expiration of rights under this Agreement.
7. The Software licensed hereunder is intended to be used to generate
screen displays on a single Computer System having a screen resolution of less
than 150 dots per inch and to generate output on the associated printer.
Licensee agrees not to make use of the Software, directly or indirectly, (i) to
generate bitmap images on a screen display with a resolution of 150 dots per
inch or greater, (ii) to generate Typefaces for use other than with the Computer
System, or (iii) to generate printed output on other than an output device that
Licensor has designated to be approved for use with the Software on the Computer
System. Any failure of License to comply with this provision is a material
breach of this End User Agreement.
8. NEITHER LICENSOR NOR ANY OF ITS REPRESENTATIVES MAKES OR PASSES ON TO
LICENSEE OR OTHER THIRD PARTY ANY WARRANTY OR REPRESENTATION ON BEHALF OF
LICENSOR'S THIRD PARTY SUPPLIERS.
9. Licensee is hereby notified that Adobe Systems Incorporated, a
California corporation located at 1585 Charleston Road, Mountain View,
California 94039-7900 ("Adobe") is a third-party beneficiary to this Agreement
to the extent that this Agreement contains provisions which relate to Licensee's
use of the Software, the Coded Font Programs, the Typefaces and the Trademarks
licensed hereby. Such provisions are made expressly for the benefit of Adobe
and are enforceable by Adobe in addition to Licensor.
-32-
EXHIBIT F
---------
Sample Form of CPSI Application Appendix
APPENDIX NO. ______
EFFECTIVE AS OF _______________, 19___
TO
CONFIGURABLE POSTSCRIPT(R) INTERPRETER
OEM LICENSE AGREEMENT
BETWEEN
ADOBE SYSTEMS INCORPORATION
AND
_____________________________________________
Name of CPSI Application:_____________________________
This Appendix sets forth additional and different terms and conditions
particular to the Licensed System described below and shall be incorporated by
reference into the Configurable PostScript Interpreter OEM License Agreement
("Agreement") between _______________________ ("OEM") and Adobe Systems
Incorporated ("Adobe") effective as of ________________________. Such different
or additional terms are applicable only to the Licensed System described below
and in no way alter the terms and conditions applicable to other Licensed
Systems incorporated into the Agreement by addition of an appendix.
All the terms used in this Appendix shall retain the same meaning as
defined in the Agreement and such definitions are incorporated herein by
reference.
A. Description of CPSI Application:
B. Description of Computer System:
(1) One computer with operating system software described as
follows:
(2) One Designated Output Device from the following set:
OEM may use the CPSI Application to generate output from devices
other than those listed in this paragraph only within the development
group and only for testing purposes within that group. New devices
must be added to this Appendix by an addendum before OEM may install
such devices for use with the CPSI Application outside the
development group. If OEM wishes to
-33-
add other devices, it must first submit to Adobe a letter describing
the full specification of the additional device and
provide output samples of type in both small and large sizes and
sampled images. Adobe may subject this additional device installed
for use with the CPSI Application to quality testing, as described
Paragraph 3.8.2 ("Adobe Testing") and will notify OEM within thirty
---------------
(30) days or such longer period if Adobe determines, in its sole
discretion, that it needs a longer period, that it accepts or rejects
OEM's proposed additional device. If such additional device is
accepted by Adobe as a Designated Output Device, Adobe will prepare
an addendum to this Appendix and forward to OEM for execution. OEM
shall authorize use of the CPSI Application to generate output only
on devices that have been approved by Adobe in accordance with the
provisions as described in this Paragraph.
C. Licensed System: (List all the hardware and software components
comprising a Licensed System.)
D. Development Environment (if different from the computer and operating
system described in Paragraph B above):
-----------
(a) Hardware platform:
(b) Software platform:
E. Adobe Deliverables:
(1) Adobe Software: As described in Exhibit A ("Description of
-------------- ---------
Adobe Software") to the Agreement and in the lst [2nd]
Edition of the PostScript Language Reference Manual. See
Schedule 1 ("Licensed System Functional Specification").
----------
Adobe Software will be delivered on ____________media.
(2) Demonstration Program(s): The Demonstration Program(s) will
------------------------
be in "C" language source form and will provide OEM with an
example of how to use the Adobe Software described in
Exhibit A ("Description of Adobe Software") to interpret
---------
PostScript language programs and produce raster output. See
Schedule 1 ("Licensed System Functional Specification"). The
----------
Demonstration Program(s) will be delivered with the Adobe
Software.
(3) Other Adobe-Supplied Software:
(4) Documentation: The Documentation as described below will be
-------------
delivered both in hard copy (1 copy) and in PostScript page
description language format on the software distribution
medium (1 file per document).
-34-
a. CPSI Supplement
b. PostScript Language Addendum Template
c. Other Documentation
(5) Coded Font Programs: The Roman Initial Installation Coded
-------------------
Font Programs, listed in Paragraph I will be delivered on the
-----------
Adobe Software distribution medium.
F. Development Schedule and Testing Expectations:
MILESTONE DESCRIPTION *SCHEDULE:
------------------------- ----------------
#(1) [*]
#(2)
#(3)
#(4)
#(5)
#(6)
#(7)
-35-
[*] Confidential Treatment Requested.
#(8) [*]
#(9)
#(10)
#(11)
G. OEM-Loaned Equipment: Terms and conditions related to the
obligations of the parties concerning OEM-Loaned Equipment are set
forth in Paragraph 3.4 ("OEM-Loaned Equipment and Related Materials")
-------------
of the Agreement.
-36-
[*] Confidential Treatment Requested.
H. Software License Fee:
OEM shall pay Adobe a Software License Fee of U.S. $_____ upon
execution of this Appendix.
I. Applicable Royalties:
J. Roman Initial Installation Coded Font Program:
Media: ____________________________ (as distributed by OEM).
Adobe will provide the graphic characters specified in ISO 8859-1:
1987, Latin, alphabet No. 1 and symbol characters, as applicable, for
the following Initial Installation Coded Font Programs as fisted in
Exhibit C ("Coded Font Programs") to the Agreement:
---------
Identifying Trademark Typeface Trademark Owner
--------------------- -------- ---------------
K. Roman Additional Coded Font Programs:
Media:_____________________________ (as distributed by OEM).
Adobe will provide the graphic characters specified in ISO 8859-1:
1987, Latin alphabet No. 1 and symbol characters, as applicable, for
the following Roman Additional Coded Font Programs:
Identifying Trademark Typeface Trademark Owner
--------------------- -------- ---------------
L. Testing Criteria: OEM shall test a beta release version of the CPSI
Application Object, and any modified version thereof, to confirm that
the licensed System performs in accordance with the testing criteria
described below.
M. Designated Representatives:
(1) Technically qualified OEM representative to respond to
information requested by Adobe:
_____________________________________________________________
(2) Technically qualified Adobe representative to respond to
information requested by OEM:
_____________________________________________________________
-37-
(3) OEM's designated representative for Continuing Support
services:
_____________________________________________________________
(4) Adobe Contract Representative:
_____________________________________________________________
(5) OEM Contract Representative:
_____________________________________________________________
IN WITNESS WHEREOF, OEM and Adobe have caused this Appendix to be executed
by their duly authorized officers.
ADOBE: OEM:
ADOBE SYSTEMS INCORPORATED SUPERMAC TECHNOLOGY
By:_____________________________ By: /s/ Louis J. Doctor
-----------------------------------------
Print Print
Name:___________________________ Name: Louis J. Doctor
---------------------------------------
Date:___________________________ Date: Sept. 17, 1992
---------------------------------------
-38-
SCHEDULE-1
----------
Licensed System Functional Specification
To be provided at a later date
-39-
AMENDMENT NO. 1
TO THE
CONFIGURABLE POSTSCRIPT INTERPRETER
OEM LICENSE AGREEMENT
BETWEEN
ADOBE SYSTEMS INCORPORATED
AND SUPERMAC TECHNOLOGY INCORPORATED
Effective Date: July 28, 1993
-------------
This Amendment No. 1 to the Configurable PostScript Interpreter OEM License
Agreement effective September 18,1992 (the "Agreement") is by and between Adobe
Systems Incorporated, having its place of business at 1585 Charleston Road, P.O.
Box 7900, Mountain View, California, 94039-7900 ("Adobe") and SuperMac
Technology, Inc., having its place of business at 215 Moffett Park Drive,
Sunnyvale, CA 94089 ("OEM").
WHEREAS, Adobe has revised its procedures for quality testing a CPSI
Application Object since OEM and Adobe entered into the Agreement;
WHEREAS, such revised testing procedures will be mutually beneficial to
Adobe and OEM by providing OEM increased responsibility in the final stages of
development of a CPSI Application Object;
WHEREAS, Adobe has also revised its procedures for managing the number of
users of the Adobe Software at any one time;
NOW, THEREFORE, the parties agree to modify and amend the Agreement to add
the revised testing and use procedures as follows:
1. All references in the Agreement to [*] shall hereby refer instead to
[*].
2. All references in the Agreement to Paragraph 2.1.10 ("Protection
----------------
Mechanisms") shall hereby refer instead to Paragraph 2.1.11 ("Additional
----------------
Protection Mechanism").
3. Paragraph 1 ("Definitions"). Paragraph 1.1 ("Adobe Information") is
----------- -------------
hereby deleted in its entirety and replaced by the following:
"1.1 Adobe Information. "Adobe Information" shall mean the Adobe
-----------------
Software, Other Adobe-Supplied Software, Coded Font Programs, Demonstration
Program(s), PostScript Product Certification Test Suite, Typefaces, Trademarks,
Documentation and the Adobe Trademarks."
[*] Confidential Treatment Requested.
-1-
4. Paragraph 1 ("Definitions"). Paragraph 1.10 ("Documentation") is
----------- --------------
hereby deleted in its entirety and replaced by the following:
"1.10 Documentation. "Documentation" shall mean (i) the PostScript
------------- ----------
Language Reference Manual, Second Edition, as printed in English by Addison-
- -----------------------------------------
Wesley, current as of April, 1991, or such other version of the PostScript
Language Reference Manual as specified in a CPSI Application Appendix, (ii) the
printer supplement and/or addendum, if any, prepared by Adobe for a CPSI
Application Appendix, (iii) the PostScript Language Addendum Template, (iv) the
Configurable PostScript Interpreter Functional Specification, (v) Supplement to
the PostScript Language Reference Manual, (vi) any other Documentation for Adobe
Software identified in a CPSI Application Appendix hereto and (vii) any updates,
enhancements, substitutions, replacements or modifications thereof delivered to
OEM by Adobe during the term of this Agreement."
5. Paragraph 1 ("Definitions"). New Paragraphs 1.20 through 1.29 are
----------- --------------- ----
hereby added to the Agreement to read as follows:
"1.20 [*]
1.21 CPU. "CPU" shall mean a central processing unit.
---
1.22 License Management Mechanism. "License Management Mechanism"
----------------------------
shall mean the software/and or hardware provided by OEM which controls-and
monitors access to the CPSI Application Object and Coded Font Programs to ensure
that use thereof is limited to licensed Uses.
1.23 Licensed Use. "Licensed Use" shall mean the executing of the
------------
CPSI Application Object and Coded Font Programs in a single CPU on a Computer
System under a license purchased by the End User. The total number of licenses
purchased by the End User shall never be less than the total number of CPU's
executing the CPSI Application Object and Coded Font Programs concurrently on a
single Licensed System or in a network on multiple Computer Systems.
1.24 Software Upgrade. A "Software Upgrade" shall mean the
----------------
installation of any software enhancement to standard software features on a
previously installed Licensed System or the installation of any optional
software features on a previously installed Licensed System.
1.25 Hardware Upgrade. A "Hardware Upgrade" shall mean the
----------------
installation of any hardware enhancement, with required software, to standard
hardware features on a previously installed Licensed System or the installation
of any
[*] Confidential Treatment Requested.
-2-
optional hardware features, with required software, on a previously
installed Licensed System.
1.26 Bitmap Font. Bitmap Font shall mean the applicable digitally
-----------
encoded machine readable data in bitmap form for screen display and having a
resolution of less than 150 dots per inch in the plurality of sizes then
currently available from Adobe for a single Typeface in Macintosh format only
delivered by Adobe to OEM for use with the associated Coded Font Program.
1.27 Authorized Third Party(ies). "Authorized Third Party(ies)"
---------------------------
shall be the collective term for OEM's distributors and Authorized Service
Companies (service companies that provide third party service and maintenance to
End Users for OEM or OEM's distributors) who have entered into a written
agreement containing the minimum terms and conditions described in Exhibit H
---------
("Authorized Third Party Agreement Minimum Terms and Conditions").
1.28 Replacement Software. "Replacement Software" shall mean a
--------------------
copy of the CPSI Application Object and Coded Font Programs intended for use in
accordance with Paragraph 2.7 ("Replacement Software") as a maintenance spare
-------------
for a specific Licensed System.
1.29 Authorized Printer Engine Manufacturer Distributor.
--------------------------------------------------
"Authorized Printer Engine Manufacturer Distributor" shall mean a third party
with whom OEM has entered into a written agreement for distribution of a
Licensed System which includes a Designated Output Device supplied by such third
party and other hardware and software components provided by OEM, and who are
expressly identified as such in the attached Exhibit I ("Authorized Printer
---------
Engine Manufacturer Distributors") to this Agreement."
6. Paragraph 2 ("License Grants"). A new paragraph at the end of
-----------
Paragraph 2.1.2 ("Coded Font Programs") is hereby added to read as follows:
- ---------------
"OEM agrees that the Bitmap Fonts provided by Adobe will be
distributed only in conjunction with the associated Coded Font Programs. OEM
acknowledges that Bitmap Fonts will be available in a limited number of point
sizes and may not be available at all for some Coded Font Programs. All of the
terms and conditions applicable to the Coded Font Programs herein, including but
not limited to the grant of rights in this Paragraph 2.1.2 and in Paragraph
--------------- ---------
2.1.7 ("Limited Functional Scope of License") through Paragraph 2.1.9 ("End-User
- ----- ---------------
Licensing") and Paragraph 2.5 ("Reverse Engineering") shall apply to the Bitmap
-------------
Fonts. Notwithstanding the foregoing, so long as the Bitmap Fonts are
distributed in conjunction with the Coded Font Programs, no additional royalty
is due Adobe under the terms of Paragraph 7.5 ("Payment of Royalties") for
-------------
distribution of the Bitmap Fonts."
7. Paragraph 2 ("License Grants"). Paragraph 2.1.6 ("Nondisclosure") is
----------- ---------------
hereby deleted in its entirety and replaced by the following:
-3-
"2.1.6 Nondisclosure. OEM agrees that it will disclose the Adobe
-------------
Information only to employees and independent contractors with a need to know
who have agreed in writing (i) not to disclose the Adobe Information to other
parties, (ii) to use the Adobe Information for the sole benefit of OEM and only
as permitted by this Agreement, and (iii) to take all reasonable precautions to
prevent disclosure to other parties. OEM shall take all measures reasonably
required, including prompt and appropriate action as required, to prevent
unauthorized use or disclosure of Adobe Information by such authorized employees
and independent contractors."
8. Paragraph 2 ("License Grants"). Paragraph 2.1.10 ("Protection
----------- ----------------
Mechanisms") is hereby deleted in its entirety and replaced by the following:
"2.1.10 Protection Mechanisms. OEM shall employ in conjunction with
---------------------
the CPSI Application Object and Coded Font Programs licensed hereunder, copy
protection, serialization, encryption or other License Management Mechanism to
restrict or monitor unauthorized use of application software, as required by
Adobe and as specified in the applicable CPSI Application Appendix. If no
standard of protection is specified, OEM shall ensure that the CPSI Application
Object and Coded Font Programs are encrypted, and, in the case of Other Coded
Font Programs for Japanese Typefaces, copy protected as well."
9. Paragraph 2 ("License Grants"). New Paragraph 2.1.11 ("Additional
----------- ----------------
Protection Mechanism") and 2.1.12 ("PostScript Product Certification Test
------
Suite") are hereby added to the Agreement to read as follows:
"2.1.11 Additional Protection Mechanism. The parties acknowledge
-------------------------------
that the Licensed System may be in a network environment with the CPSI
Application Object and Coded Font Programs located on a server. OEM shall employ
a License Management Mechanism which permits the End User access to the CPSI
Application Object and Coded Font Programs only if such use constitutes a
Licensed Use, as that term is defined herein, and thus is covered by a license
purchased by the End User from OEM. In the event that it comes to Adobe's
attention that the License Management Mechanism has been violated and Adobe
reasonably believes that there is unlicensed use of the CPSI Application Object
and Coded Font Programs, OEM will use best efforts to supply a new License
Management Mechanism within thirty (30) days after OEM receives notification of
such violation. Should Adobe be able to demonstrate failure of the License
Management Mechanism to reasonably prevent unlicensed use of the CPSI
Application Object and Coded Font Programs, OEM will immediately stop shipment
of the CPSI Application Object and Coded Font Programs until corrective measures
can be taken. One license is required for each concurrent Licensed Use of the
CPSI Application Object and Coded Font Programs.
2.1.12 [*]
-4-
[*] Confidential Treatment Requested.
10. [*]
11. Paragraph 2 ("License Grants"). The first sentence of Paragraph 2.5
----------- -------------
("Reverse Engineering") is hereby deleted in its entirety and replaced by the
following:
"OEM agrees that it will not reverse engineer, reverse compile,
disassemble or otherwise attempt to create source code which is derived from the
Adobe Software, Other Adobe-Supplied Software or Coded Font Programs or
Demonstration Program(s) provided in object code form or [*]."
12. Paragraph 2 ("License Grants"). A new Paragraph 2.6 ("Authorized
----------- -------------
Third Parties") and a new Paragraph 2.7 ("Replacement Software") are hereby
added to the Agreement to read as follows:
"2.6 Authorized Third Parties.
------------------------
2.6.1 License Grant. OEM shall have the right to provide
-------------
Replacement Software to Authorized Third Parties in accordance with a written
agreement containing the minimum terms of Exhibit H ("Authorized Third Party
---------
Agreement Minimum Terms and Conditions"), solely for the purpose of performing
maintenance, support, troubleshooting and related diagnostic services for
Licensed Systems. OEM will use its best efforts to ensure that every copy of
Replacement Software which it supplies to an Authorized Third Party hereunder is
used solely for the purposes of servicing defective Licensed Systems.
Replacement Software supplied for the purpose of servicing a defective Licensed
System shall contain the same Coded Font Programs and version of CPSI
Application Object as the Coded
-5-
[*] Confidential Treatment Requested.
Font Programs and CPSI Application Object it replaces in the Licensed System.
2.6.2 Right to Sublicense. OEM may permit its Authorized
-------------------
Third Parties to provide the Replacement Software to their respective Authorized
Service Companies solely for the purpose of performing the activities described
in Paragraph 2.6.1 above so long as each such Authorized Service Company has
---------------
executed a written agreement which contains the minimum terms and conditions
described in Exhibit H ("Authorized Third Party Minimum Terms and Conditions")
---------
prior to receipt of the Replacement Software. Upon Adobe's request, OEM agrees
to supply Adobe with copies of such Authorized Third Party agreements. OEM
acknowledges that it has no right to grant an Authorized Third Party the right
to reproduce the Replacement Software or the Adobe Software or Coded Font
Programs contained in the Replacement Software.
2.7 Replacement Software. Notwithstanding the terms of
--------------------
Paragraph 2.1 ("License to Sublicense Certain Software and Documentation"),
- -------------
Adobe grants OEM the right to distribute such Replacement Software either
directly to End Users or through Authorized Third Parties in accordance with
Paragraph 2.6 ("Authorized Third Parties"), provided that:
- -------------
(i) the versions of the CPSI Application Object and Coded
Font Programs previously residing on the Licensed System are destroyed by OEM,
its Subsidiary, or by the Authorized Third Party, subject to its Subsidiary or
Authorized Third Party providing assurance in writing to OEM that the replaced
copies of CPSI Application Object and Coded Font Programs have been destroyed.
Upon request by Adobe, an officer of OEM shall certify in writing that all such
replaced copies of the CPSI Application Object and Coded Font Programs have been
destroyed or properly disposed of as required by this subparagraph; and
(ii) OEM keeps records of the number of such Replacement
Software reproduced and distributed either directly or indirectly through its
Subsidiary or Authorized Third Parties and supplies Adobe with copies of such
records upon request; and
(iii) OEM agrees that written records on the use and
disposition of the Replacement Software shall be maintained by OEM, its
Subsidiary and/or its Authorized Third Parties ("Service Records"), and OEM
agrees to make or require its Subsidiary or Authorized Third Parties to make
such Service Records available to Adobe upon request within ninety (90) days
thereafter; and further, such Service Records shall be supplied to Adobe in
sufficient detail to allow Adobe to reasonably ascertain for itself the use and
disposition of Replacement Software; and
(iv) OEM shall account for each shipment of Replacement
Software in the reports submitted under Paragraph 7.5 ("Payment of Royalties")
-------------
of the Agreement either as a royalty-bearing event or as a royalty-free
-6-
distribution. All distribution of Replacement Software by OEM shall be royalty-
free unless OEM fails to comply with the requirements set forth in Subparagraphs
-------------
(i), (ii), and (iii) of this Paragraph 2.7 ("Replacement Software") in which
- --- ---- ----- -------------
case OEM shall pay Adobe the Licensed System royalties and Coded Font Program
royalties described in the applicable CPSI Application Appendix for such
Replacement Software."
13. Paragraph 3. ("Development, Delivery and Acceptance"). The first
-----------
sentence of Paragraph 3.2 ("Adobe Software Development") is hereby deleted in
-------------
its entirety and replaced by the following:
"Adobe shall use its best efforts to develop and modify the Adobe
Software for use as part of the CPSI Application in the Computer System
environment specified in the applicable CPSI Application Appendix and in
conformance with the functional description of the Adobe Software as described
in Exhibit G ("Configurable PostScript Interpreter Functional Specification"),
---------
hereto, subject to the following limitations."
14. [*]
15. [*]
-7-
[*] Confidential Treatment Requested.
16. [*]
-8-
[*] Confidential Treatment Requested.
17. Paragraph 3 ("Development, Delivery and Acceptance"). The first
-----------
sentence of Paragraph 3.9 ("PostScript Language Addendum") is hereby deleted in
-------------
its entirety and replaced by the following:
"OEM will provided Adobe with a draft version of a PostScript Language
Addendum for each Licensed System in a mutually agreeable format in advance of
the time when OEM provides test results for Adobe's review under Paragraph 3.8.2
---------------
("Adobe certification") above or in accordance with the milestone set forth in a
CPSI Application Object.
18. Paragraph 3 ("Development, Delivery and Acceptance"). A new Paragraph
----------- ---------
3.10 ("OEM Training") is hereby added to the Agreement to read as follows:
- ----
"3.10 OEM Training. OEM agrees that if such training has not
------------
already been completed, it will send at least two technically qualified
employees and/or independent contractors to attend one of Adobe's authorized
PostScript language training classes for five (5) days prior to its initiating
its first development effort under this Agreement. OEM will pay the costs of
travel and accommodations for its personnel and shall reimburse Adobe for such
training at Adobe's then current standard rates."
19. Paragraph 4 ("Proprietary Rights"). The first sentence of Paragraph
----------- ---------
4.2 ("Adobe Trade Secrets") is hereby deleted in its entirety and replaced by
- ---
the following:
"OEM agrees that the Demonstration Program(s) in source code form and
those techniques, algorithms, and processes contained in the Adobe Software,
Other Adobe-Supplied Software, Coded Font Programs and Demonstration Program(s)
and the information contained in the Template and the PostScript Product
Certification Test Suite which have been developed, acquired or licensed by
Adobe, or any modification or extraction thereof, constitute trade secrets of
Adobe or its suppliers, and will be used by OEM only in accordance with the
terms of this Agreement."
-9-
20. Paragraph 4 ("Proprietary Rights"). Paragraph 4.3 ("Unauthorized
----------- -------------
Distribution or Copying") is hereby deleted in its entirety and replaced by the
following:
"4.3 Unauthorized Distribution or Copying. OEM agrees that (a)
------------------------------------
distributing, copying, duplicating or otherwise reproducing all or any part of
the Adobe Software, Other Adobe-Supplied Software, Demonstration Program(s),
PostScript Product Certification Test Suite, Coded Font Programs or
Documentation (except as expressly permitted by this Agreement), (b)
distributing copies of all or any portion of the Adobe Software, Other Adobe-
Supplied Software, Demonstration Program(s) or Coded Font Programs other than in
the form of royalty-bearing End User products; (c) failing to ensure that each
End User of the CPSI Application and Coded Font Programs first obtains a license
and pays the appropriate royalty fee in accordance with the royalty provisions
contained herein; or (d) distributing the CPSI Application Object or Coded Font
Programs for use on other than a Computer System, or for use in conjunction with
an output device that is not a Designated Output Device, will be considered a
material breach of this Agreement."
21. Paragraph 6 ("Export"). Paragraph 6 is hereby deleted in its
----------- -----------
entirety and replaced by the following:
"6. EXPORT, OEM shall not knowingly, without prior authorization,
------
required, of the Office of Export Administration ("OEA"), export or re-export
(as defined in Section 779.1(b)-(c) of the Export Administration Regulations -
"Regulations" - and any amendments thereto) to any Group Q, S, W, Y or Z country
specified in Supplement No. 1 to Section 770 of the Regulations as amended from
time to time (i) any Adobe Information or (ii) the immediate product (including
processes and services) produced directly by use of any Adobe Information. The
provisions of this Paragraph shall survive notwithstanding any cancellation,
termination or expiration of this Agreement."
22. Paragraph 7 ("Payments"). Paragraphs 7.1 ("CPSI Application
----------- --------------
Payments") and 7.2 ("Coded Font Program Royalties") are hereby deleted in their
---
entirety and replaced by the following:
"7.1 CPSI Application Payments. OEM shall pay Adobe in U.S.
-------------------------
Dollars the software license fees and per Licensed Use royalties set forth in
each CPSI Application Appendix hereto. OEM shall pay Adobe a separate royalty
for each concurrent Licensed Use of the CPSI Application Object.
7.2 Coded Font Program Royalties. OEM shall also pay to Adobe
----------------------------
the per Licensed Use royalties for the Roman Initial Installation Coded Font
Programs, Roman Additional Coded Font Programs, if any, and Other Coded Font
Programs, if any, distributed with each CPSI Application Object, in the amount
specified in the applicable CPSI Application Appendix hereto."
-10-
23. Paragraph 7 ("Payments"). Paragraphs 7.5 ("Payment of Royalties"),
----------- --------------
7.6 ("When Royalties Are Earned") and 7.7 ("Right of Audit") are hereby deleted
- --- ---
in their entirety and replaced by the following:
"7.5 Payment of Royalties. All royalties due in accordance with
--------------------
the terms of this Agreement shall be paid in U.S. Dollars within 30 days after
the end of each calendar quarter. With each royalty payment OEM shall include a
written summary, broken out by month of sale and country categories (U.S.,
Canada, Europe, Far East, Rest of World), of: (a) the number and types of
Licensed Systems distributed or used internally by OEM during the quarter; (b)
the number and types of Roman and Other Coded Font Programs, by Typefaces,
bundled with the CPSI Application Object for use as a part of a Licensed System
and licensed to End Users or used internally by OEM during the quarter; (c) the
number of licenses for licensed Use of the CPSI Application Object and Coded
Font Programs purchased by End Users during the quarter; and (d) any other
information which may be required to determine whether OEM is paying the correct
royalty amount hereunder. Licensed Systems which are returned for which refunds
are made or a credit is issued by OEM shall be credited by OEM against royalties
due to Adobe for such Licensed Systems; provided however, that in the event OEM
provided a partial refund (or credit) of the price of a returned Licensed
System, OEM shall be entitled to obtain a corresponding partial credit against
royalties due for such Licensed System. At Adobe's request, OEM shall orally
advise Adobe each month of its estimate of the number of Licensed Systems
shipped by OEM and the number of licenses for Licensed Use purchased by End
Users during the previous month and the royalties accrued thereby. Such oral
communication shall be subject to final adjustment by OEM at the end of each
accounting period.
7.6 When Royalties Are Earned. All royalties due hereunder shall
-------------------------
be earned on the date OEM ships a Licensed System to its customer or upon the
purchase of a license for a Licensed Use of the CPSI Application Object and
Coded Font Programs by an End User, except that in the event of shipment of the
CPSI Application Object between OEM and its Subsidiary or as between
such Subsidiaries for resale, such royalties shall be earned when the CPSI
Application Object and Coded Font Programs are first shipped to a customer other
than OEM and any such Subsidiaries.
7.7 Right of Audit. OEM shall maintain a complete, clear,
--------------
accurate record of: (a) the number and types of licensed Systems distributed or
used internally by OEM and the number of licenses for Licensed Use purchased by
End Users during the quarter; (b) the number and types of Roman and Other Coded
Font Programs, by Typefaces, bundled with the CPSI Application Object for use as
part of a Licensed System and licensed to End Users or used internally by OEM
during the quarter; and (c) any other information which may be required to
determine whether OEM is paying the correct royalty amount hereunder. To ensure
compliance with the terms of this Agreement, Adobe shall have the right to
conduct an inspection and audit of all the relevant accounting and sales books
and records of OEM during regular business hours at OEM's offices and in such a
manner as not to interfere with OEM's normal business activities. In no event
shall audits be made hereunder more frequently than every six
-11-
(6) months. If such inspections should disclose any underreporting, OEM shall
promptly pay Adobe such amount, together with interest thereon at the rate of 1-
1/2% per month or the highest interest rate allowed by law, whichever is lower,
from the date on which such amount became due."
24. Paragraph 12 ("Internal Improvements; Continuing Support"). The
------------
second sentence of Paragraph 12.1 ("Internal Improvements") is hereby deleted in
--------------
its entirety and replaced by the following:
"OEM may distribute such Internal improvements to licensed End Users
who have paid the applicable Licensed Use royalties for use with previously
distributed Licensed Systems containing the CPSI Application Object [*]."
25. Paragraph 13 ("Cancellation"). Paragraph 13.4.2 ("Return of
------------ ----------------
Proprietary Information") is hereby deleted in its entirety and replaced by the
following:
"13.4.2 Return of Proprietary Information. Subject to Paragraph
--------------------------------- ---------
13.4.6 ("Continued Support") below, OEM shall erase, destroy or return to Adobe
- ------
all of Adobe's proprietary information in its possession, [*]. Upon Adobe's
request, OEM shall warrant in writing its return or destruction of Adobe's
proprietary information within thirty (30) days of cancellation, termination, or
expiration."
26. A new Paragraph 15 ("Right to Use Authorized Printer Engine
------------
Manufacturer Distributors") is added to the Agreement to read as follows:
"15. Right to Use Authorized Printer Engine Manufacturer
---------------------------------------------------
Distributors. OEM may distribute Licensed Systems which include a Designated
Output Device through a third party identified in Exhibit I ("Authorized Printer
---------
Engine Manufacturer Distributor") attached hereto. Such identified third party
may, in conjunction with marketing and distributing (directly and indirectly)
Licensed Systems to End Users, market and distribute Adobe Software and Coded
Font Programs, provided however, that such third party shall have no right to
alter, reproduce or make copies of any Adobe Software or Coded Font Programs
contained in the Licensed System, manufacture any portion of the Licensed System
other than the Designated Output Device specified in the applicable CPSI
Application Appendix and Exhibit I hereto, alter the functionality of any
portion of the Licensed System manufactured by OEM or market or distribute any
portion of the Licensed System other than the applicable Designated Output
Device (including cables) under such third party's trademarks. Notwithstanding
the above, OEM may include the identified third party's trademarks with any
portion of the Licensed System manufactured by OEM and the identified third
party may market or distribute Licensed Systems with such third party's
trademarks. OEM shall use best efforts to ensure that (i) such third party's
distribution of the Licensed Systems will be accompanied by an OEM End User
License as set forth in Paragraph 2.17 of the Agreement; and (ii) such third
--------------
party uses the applicable
-12-
[*] Confidential Treatment Requested.
Trademarks and Adobe Trademarks in its catalogs, advertising, packaging, and
promotional materials relating to the Licensed System in accordance with
accepted trademark practice, including identification of the Trademark Owner;
provided, however, that OEM shall prohibit such distribution of a Licensed
System in Taiwan in conjunction with such third party's use of the Trademarks
and Adobe Trademarks. OEM shall provide in the written agreement with such third
party an express statement that Adobe shall have no responsibility to provide
direct support or service to such third party. OEM acknowledges that the grant
of such right to use authorized third parties to distribute Licensed Systems
does not in any way affect OEM's obligation to account for and pay all royalties
for Licensed Systems distributed by such authorized third parties with such
royalties deemed to be earned by Adobe at the time OEM ships an accelerator
card, Adobe Software and accompanying Coded Font Programs to such third party."
27. A new Exhibit G ("Configurable PostScript Interpreter Functional
---------
Specification") is hereby added to the Agreement and is attached hereto.
28. A new Exhibit H ("Authorized Third Party Agreement Minimum Terms and
---------
Conditions") is hereby added to the Agreement and is attached hereto.
29. A new Exhibit I ("Authorized Printer Engine Manufacturer
---------
Distributors") is hereby added to the Agreement and is attached hereto.
30. All other terms and conditions of the Agreement shall remain in full
force and effect.
31. Paragraph 15 ("General") and all subparagraphs thereto are renumbered
------------
as Paragraph 16 ("General") and all subparagraphs thereto are renumbered
------------
appropriately.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to the
Agreement to be signed by their duly authorized representatives.
Adobe: OEM:
ADOBE SYSTEMS INCORPORATED SUPERMAC TECHNOLOGY
INCORPORATED
By: /s/ John E. Warnock By: /s/ Louis J. Doctor
------------------------------- ----------------------------
John E. Warnock Louis J. Doctor
- ---------------------------------- -------------------------------
Printed Name Printed Name
Title: Chief Executive Officer Title: EVP
---------------------------- -------------------------
Date: 7/28/93 Date: 7/16/93
---------------------------- -------------------------
-13-
EXHIBIT G
---------
Configurable PostScript Interpreter Functional Specification
-14-
EXHIBIT H
---------
Authorized Third Party Agreement
Minimum Terms and Conditions
1. License. Licensor may provide to Licensee Software media containing
-------
the CPSI Software and/or Coded Font Programs from Adobe ("Replacement Software")
for maintenance or repair purposes only. Licensee may use the Replacement
Software for the performance of maintenance, support, troubleshooting and
related diagnostic services for the Licensed System.
If Licensee is SuperMac's OEM or distributor, Licensee may provide the
Replacement Software to its Authorized Service Companies performing the
activities described above so long as each such Authorized Service Company has
executed a written agreement containing these minimum terms and conditions, and
provided SuperMac Technology, Inc. and Adobe Systems Incorporated are listed as
third party beneficiaries of such written agreement.
2. Replacement. All defective copies of the Software which contain the
-----------
CPSI Software or Coded Font Programs from Adobe shall be replaced with
Replacement Software on a "like-for-like" basis. Licensee must destroy the
version of the CPSI Software previously residing on the Licensed System or
return them to SuperMac. Licensee shall keep records of the disposition of such
replaced copies of the CPSI Software and shall provide SuperMac with reports
containing such information upon SuperMac's request.
3. Restrictions. Licensee agrees it will not reproduce, modify, reverse
------------
assemble, reverse compile or otherwise reverse engineer the Replacement Software
in whole or in part or allow any other party to do so while Replacement Software
is in its possession or under its control.
4. Third Party Beneficiary. Licensee is hereby notified and
-----------------------
acknowledges that Adobe Systems Incorporated, 1585 Charleston Road, Mountain
View, California 94039-7900 ("Adobe") is a third-party beneficiary of any
agreement between Licensee and Licensor that pertains to the Replacement
Software. The provisions of such agreements are made expressly for the benefit
of Adobe and are enforceable by Adobe in addition to SuperMac. Licensee further
acknowledges that if it fails to comply with the applicable terms and conditions
of such agreement, Adobe shall have the right to terminate this Agreement under
the terms of Paragraph 5 below and further, Adobe shall be entitled to equitable
-----------
relief to protect its interests, including but not limited to injunctive relief,
in addition to any other rights and remedies provided by law.
5. Termination. Licensor may terminate this Agreement at any time for
-----------
breach of the provisions set forth in Paragraph 2 and 3 above by providing
----------- -
Licensee with a notice of termination, and upon receiving such notice Licensee
shall immediately discontinue use of the Replacement Software. Within ten (10)
days of such termination,
-15-
Licensee shall have (i) returned to Licensor all copies of the Replacement
Software in its possession or under its control; and (ii) presented to Licensor
a certificate signed by a corporate office of Licensee stating that all such
copies of the Replacement Software have been returned or destroyed.
-16-
EXHIBIT I
---------
Authorized Printer Engine Manufacturer Distributors
Authorized Printer Engine Manufacturer Distributors must be specified in
this Exhibit I. Licensed Systems must be specified in this Exhibit I. All
--------- ---------
requests for changes to this Exhibit must be submitted to Adobe in writing and
such changes shall apply only if subsequently approved by Adobe by the issuance
of an updated Exhibit I.
---------
LICENSED SYSTEMS
THIRD-PARTY ACCELERATOR CARD DESIGNATED OUTPUT DEVICE/MODEL
- ----------- ---------------- ------------------------------
Fuji Xerox Midrange SM-ICS A Color 630
A Color 635
Fuji Xerox High-end SM-ICS A Color 630
A Color 635
Xerox Midrange SM-ICS Majestic
Xerox High-end SM-ICS Majestic
Rank Xerox Midrange SM-ICS Majestic
Rank Xerox High-end SM-ICS Majestic
-17-
AMENDMENT NO. 3
TO THE
CONFIGURABLE POSTSCRIPT(TM) INTERPRETER
OEM LICENSE AGREEMENT
AND AMENDMENT NO. 3 TO APPENDIX NO. 1
AND AMENDMENT NO. 1 TO APPENDICES NOS. 2 AND 3
BETWEEN
ADOBE SYSTEMS INCORPORATED
AND
SUPERMAC TECHNOLOGY INCORPORATED
Effective date: September 19, 1994
------------------
THIS AMENDMENT NO. 3 (the "Amendment") to the Configurable PostScript
Interpreter OEM License Agreement (the "Agreement") between SuperMac Technology
Incorporated ("OEM") and Adobe Systems Incorporated ("Adobe") effective as of
September 18, 1992, amends the Agreement and Appendices Nos. 1, 2, and 3 in
certain respects as follows:
WHEREAS, Adobe has revised its procedures for bundling Coded Font Programs
for use with Licensed Systems incorporating a version of the CPSI Application;
WHEREAS, Adobe has standardized its procedures regarding royalty payments
for such bundled Coded Font Programs;
NOW, THEREFORE, the parties agree to modify and amend the Agreement and
Appendix No. 1 and Appendix No. 2 and Appendix No. 3 as follows:
A. Adobe and OEM hereby agree to modify the Agreement as follows:
1. Paragraph 1.4 ("Coded Font Programs"): Paragraph 1.4 ("Coded Font
------------- -------------
Programs") is hereby amended by adding the phrase: ", in Schedule 1 to
----------
Exhibit K ("Licensed Use Royalties for Coded Font Programs") hereto" before
---------
the phrase: "or in the applicable CPSI Application Appendix hereto" in
lines four and five and before the phrase "or in any CPSI Application
Appendix" in the last line.
2. Paragraph 1.4.1 ("Roman Initial Installation Coded Font Programs")
---------------
and Paragraph 1.4.2 ("Roman Additional Coded Font Programs"): Paragraph
--------------- ---------
1.4.1 ("Roman Initial Installation Coded Font Programs") and Paragraph
----- ---------
1.4.2 ("Roman Additional Coded Font Programs") are hereby amended to add
-----
the
-1-
phrase: ", in Schedule 1 to Exhibit K ("Licensed Use Royalties for
---------- ---------
Coded Font Programs") hereto" before the phrase: "or in a CPSI Application
Appendix hereto" in line four of each Paragraph.
3. Paragraph 1.4.3 ("Other Coded Font Programs"): Paragraph 1.4.3
--------------- ---------------
("Other Coded Font Programs") is hereby amended to add the phrase: "which
are identified in Schedule 2 to Exhibit K ("Licensed Use Royalties for
---------- ---------
Coded FONT Programs") hereto or" before the phrase: "which are identified
in a CPSI Application Appendix hereto" in lines three and four.
4. Paragraph 1.19 ("Typeface"): Paragraph 1.19 ("Typeface") is hereby
-------------- --------------
amended by adding the phrase: ", in Schedules 1 or 2 to Exhibit K
----------- - ---------
("Licensed Use Royalties for Coded Font Programs") hereto" before the
phrase: "or in any CPSI Application Appendix." in line 5.
5. Paragraph 7.2 ("Coded Font Program Royalties"): Paragraph 7.2 ("Coded
------------- -------------
Font Program Royalties") is hereby amended by adding the phrase: "in
accordance with the terms and conditions set forth in Exhibit K ("Licensed
---------
Use Royalties for Coded Font Programs") hereto or" before the phrase: "in
the amount specified in the applicable CPSI Application Appendix hereto" in
the last sentence.
6. Paragraph 10.1 ("Trademark License"): Paragraph 10.1 ("Trademark
-------------- --------------
License") is hereby amended by adding the phrase: ", in Schedules 1 or 2 to
----------- -
Exhibit K ("Licensed Use Royalties for Coded Font Programs") hereto" before
---------
the phrase: "or in a CPSI Application Appendix." in line 6 of the second
paragraph thereto.
7. Paragraph 10.2 ("Ownership of Trademarks"): Paragraph 10.2
-------------- --------------
("Ownership of Trademarks") is hereby amended by adding the phrase: ", in
Schedules 1 or 2 to Exhibit K ("Licensed Use Royalties for Coded Font
----------- - ---------
Programs") hereto" before the phrase: "or the applicable CPSI Application
Appendix," in line 15.
8. Exhibit K ("Licensed Use Royalties for Coded Font Programs"): Exhibit
--------- -------
K ("Licensed Use Royalties for Coded Font Programs") is hereby added to the
-
Agreement and is attached hereto.
B. Adobe and OEM hereby agree to modify the Appendix No. 1 to the Agreement as
follows:
1. Paragraph E ("Adobe Deliverables:"). Paragraph E(5) ("Coded Font
----------- --------------
Programs:") is hereby deleted in its entirety and replaced by the
following:
-2-
"(5) Coded Font Programs: OEM shall bundle the Roman Coded Font Programs
-------------------
as per Paragraph 1(a) ("Roman Coded Font Programs") of Exhibit K
-------------- ---------
("Licensed Use Royalties for Coded Font Programs") with each Licensed
System distributed hereunder (a "Roman Version"). OEM agrees that
with each Licensed System distributed for use in Japan (a "Japanese
Version"), it shall bundle the same Roman Coded Font Programs as
specified above for Roman Versions. Additionally, OEM shall bundle
the Coded Font Programs for Japanese Typefaces as per Paragraph l(b)
--------------
("Coded Font Programs for Japanese Typefaces") and Paragraph 1(c)
--------------
("Distribution Media") of Exhibit K ("Licensed Use Royalties for
---------
Coded Font Programs"), with every Licensed System distributed for use
in Japan. OEM may license additional fonts for use with an existing
Licensed System but only as described in Paragraphs 1(d) and 1(e) of
--------------- ----
Exhibit K to the Agreement."
---------
2. Paragraph I ("Applicable Royalties:"). Paragraph I(2) ("Coded Font
----------- --------------
Program Royalties:") is hereby deleted in its entirety and replaced by the
following:
"(2) Coded Font Program Royalties: The Licensed Use Royalties for Coded
----------------------------
Font Programs distributed bundled with or as an upgrade to a Licensed
System under this Appendix shall be in accordance with Exhibit K
---------
("Licensed Use Royalties for Coded Font Programs") herein."
3. Paragraph J ("Roman Initial Installation Coded Font Programs:") is
-----------
hereby deleted in its entirety and replaced by the following:
"J. Roman Initial Installation Coded Font Programs:
The Roman Initial Installation Coded Font Programs distributed with
Licensed Systems under this Appendix shall be as set forth in
Paragraph 1 of Attachment 1 to Schedule 1 of Exhibit K ("Licensed Use
----------- ------------ ---------- ---------
Royalties for Coded Font Programs") and in Paragraph 1 ("Coded Font
-----------
Program Distribution") to Exhibit K herein."
---------
4. Paragraph K ("Roman Additional Coded Font Programs:") is hereby
-----------
deleted in its entirety and replaced by the following:
"K. Roman Additional Coded Font Programs:
The Roman Additional Coded Font Programs distributed with
Licensed Systems under this Appendix shall be as set forth in
Paragraph 2 of Attachment 1 to Schedule 1 of Exhibit K
----------- ------------ ---------- ---------
("Licensed Use Royalties for Coded Font Programs") and in
Paragraph 1 ("Coded Font Program Distribution") to Exhibit K
----------- ---------
herein."
-3-
5. Paragraph L ("Coded Font Programs for Japanese Typefaces:") is hereby
-----------
deleted in its entirety and replaced by the following:
"L. Coded Font Programs for Japanese Typefaces:
The Coded Font Programs for Japanese Typefaces distributed with
Licensed Systems under this Appendix shall be as set forth in
Paragraph 1 of Schedule 2 to Exhibit K ("Licensed Use Royalties for
----------- ---------- ---------
Coded Font Programs") and in Paragraph 1 ("Coded Font Program
-----------
Distribution") to Exhibit K herein."
---------
C. Adobe and OEM hereby agree to modify the Appendix No. 2 to the Agreement as
follows:
1. Paragraph I ("Applicable Royalties:"). Subparagraph I(1)d.(ii)
----------- -----------------------
("Japanese List Price.") is hereby deleted in its entirety and replaced by
the following:
"(ii) Japanese List Price. The Japanese List Price shall
-------------------
mean OEM's published List Price in Japanese yen to End Users for
quantity one (1) of a fully functioning Japanese Version with the
minimum required Coded Font Programs for Japanese Typefaces (as
described in Paragraph I(2)b, as amended, below) of a Licensed System
---------------
as described in Paragraph C above, for distribution in Japan. The
-----------
Japanese List Price shall apply for the purpose of royalty
calculations hereunder for each Licensed Use of a Japanese Version of
the Licensed System distributed for use throughout the world. The
Japanese List Price shall be converted into U.S. Dollars at a rate
equal to the average of the exchange rates quoted in the Wall Street
Journal at the end of the first and last days of the relevant
quarterly accounting period defined in Paragraph 7.5 ("Payment of
-------------
Royalties") of the Agreement. OEM shall use the converted Japanese
List Price to calculate the royalty for CPSI Application hereunder."
2. Paragraph I ("Applicable Royalties:"). Paragraph I(2) ("Licensed Use
----------- --------------
Royalty for CPSI Application:") is hereby deleted in its entirety and
replaced by the following:
"(2) Licensed Use Royalties for CPSI Application:
-------------------------------------------
a. Roman Versions. OEM shall bundle the Roman Coded Font
--------------
Programs in accordance with Paragraph 1(a) ("Roman Coded Font
Programs") of Exhibit K ("Licensed Use Royalties for Coded Font
---------
-4-
Programs") with each Licensed System distributed hereunder (a "Roman
Version").
[*]
b. Japanese Versions. OEM agrees that with each Licensed System
-----------------
distributed for use in Japan (a "Japanese Version"), it shall bundle
the same Roman Coded Font Programs as specified in Paragraph I(2)a
---------------
above for Roman Versions. Additionally, OEM shall bundle the Coded
Font Programs for Japanese Typefaces in accordance with Paragraph
---------
l(b) ("Coded Font Programs for Japanese Typefaces") and Paragraph
---- ---------
l(c) ("Distribution Media") of Exhibit K ("Licensed Use Royalties for
---- ---------
Coded Font Programs"), with every Licensed System distributed for use
in Japan. Font upgrades may be distributed in accordance with
Paragraphs l(d) ("Distribution of Japanese Versions and Font
---------------
Upgrades") and 1(f) ("Distribution of CPSI Application with Font
----
Upgrade") of Exhibit K to the Agreement.
---------
[*]
-5-
[*] Confidential Treatment Requested.
3. Paragraph I ("Applicable Royalties:"). Paragraph I(5) ("Licensed Use
----------- --------------
Royalty for Coded Font Programs:") is hereby deleted in its entirety and
replaced by the following:
"(5) Licensed Use Royalties for Coded Font Programs:
----------------------------------------------
The Licensed Use Royalties for Coded Font Programs distributed
bundled with or as an upgrade to a Licensed System under this
Appendix shall be in accordance with Paragraph 2 of Exhibit K
----------- ---------
("Licensed Use Royalties for Coded Font Programs") herein."
4. Paragraph J ("Roman Initial Installation Coded Font Programs:") is
-----------
hereby deleted in its entirety and replaced by the following:
"J. Roman Initial Installation Coded Font Programs:
The Roman Initial Installation Coded Font Programs distributed with
Licensed Systems under this Appendix shall be as set forth in
Paragraph 1 of Attachment 1 to Schedule 1 of Exhibit K ("Licensed Use
----------- ------------ ---------- ---------
Royalties for Coded Font Programs") and in Paragraph 1 ("Coded Font
Program Distribution") to Exhibit K herein."
---------
5. Paragraph K ("Additional Coded Font Programs:") is hereby deleted in
-----------
its entirety and replaced by the following:
"K. Roman Additional and Other Coded Font Programs:
(1) The Roman Additional Coded Font Programs distributed with Licensed
Systems under this Appendix No. 2 shall be as set forth in Paragraph 2 of
-----------
Attachment 1 to Schedule 1 of Exhibit K ("Licensed Use Royalties for Coded
------------ ---------- ---------
Font Programs") and in Paragraph 1 ("Coded Font Program Distribution") of
-----------
Exhibit K herein.
---------
(2) The Coded Font Programs for Japanese Typefaces distributed with
Licensed Systems under this Appendix No. 2 shall be as set forth in
Paragraph 1 to Schedule 2 of Exhibit K ("Licensed Use Royalties for Coded
----------- ---------- ---------
Font Programs") and in Paragraph 1 ("Coded Font Program Distribution") of
-----------
Exhibit K herein."
---------
D. Adobe and OEM hereby agree to modify the Appendix No. 3 to the Agreement as
follows:
1. Paragraph I ("Applicable Royalties:"). Subparagraph I(1)c.(ii)
----------- -----------------------
("Japanese List Price.") is hereby deleted in its entirety and replaced by
the following:
-6-
"(ii) Japanese List Price. The Japanese List Price shall mean
-------------------
OEM's published List Price in Japanese yen to End Users for
quantity one (1) of a Japanese Version with the minimum required
Coded Font Programs for Japanese Typefaces (as described in
Paragraph I(2)b, as amended, below) of a Licensed System with
---------------
Minimum Configuration as described in Paragraph C above, for
-----------
distribution in Japan. The Japanese List Price shall apply for the
purpose of royalty calculations hereunder for each Licensed Use of
a Japanese Version of the Licensed System distributed for use
throughout the world. The Japanese List Price shall be converted
into U.S. Dollars at a rate equal to the average of the exchange
rates quoted in the Wall Street Journal at the end of the first and
last days of the relevant quarterly accounting period defined in
Paragraph 7.5 ("Payment of Royalties") of the Agreement. OEM shall
-------------
use the converted Japanese List Price to calculate the royalty for
CPSI Application hereunder."
2. Paragraph I ("Applicable Royalties:"). Paragraph I(2) ("Licensed Use
----------- --------------
Royalty for CPSI Application:") is hereby deleted in its entirety and
replaced by the following:
"(2) Licensed Use Royalty for CPSI Application:
-----------------------------------------
a. Roman Versions. OEM shall bundle the Roman Coded Font
--------------
Programs in accordance with Paragraph 1(a) ("Roman Coded Font
Programs") of Exhibit K ("Licensed Use Royalties for Coded Font
---------
Programs") with each Licensed System distributed hereunder (a "Roman
Version").
[*]
-7-
[*] Confidential Treatment Requested.
b. Japanese Versions. OEM agrees that with each Licensed System
-----------------
distributed for use in Japan (a "Japanese Version"), it shall bundle
the same Roman Coded Font Programs as specified in Paragraph I(2)a
---------------
above for Roman Versions. Additionally, OEM shall Bundle the Coded
Font Programs for Japanese Typefaces in accordance with Paragraph
---------
1(b) ("Coded Font Programs for Japanese Typefaces") and Paragraph
---- ---------
1(c) ("Distribution Media") of Exhibit K ("Licensed Use Royalties for
---- ---------
Coded Font Programs"), with every Licensed System distributed for use
in Japan. Font upgrades may be distributed in accordance with
Paragraphs l(d) ("Distribution of Japanese Versions and Font
---------------
Upgrades") and 1(f) ("Distribution of CPSI Application with Font
----
Upgrade") of Exhibit K to the Agreement.
---------
[*]
3. Paragraph I ("Applicable Royalties:"). Paragraph I(5) ("Licensed Use
----------- --------------
Royalty for Coded Font Programs:") is hereby deleted in its entirety
and replaced by the following:
"(5) Licensed Use Royalties for Coded Font Programs:
----------------------------------------------
The Licensed Use Royalties for Coded Font Programs distributed
bundled with or as an upgrade to a Licensed System under this
Appendix shall be in accordance with Paragraph 2 of Exhibit K
----------- ---------
("Licensed Use Royalties for Coded Font Programs") herein."
4. Paragraph J ("Roman Initial Installation Coded Font Programs:") is
-----------
hereby deleted in its entirety and replaced by the following:
"J. Roman Initial Installation Coded Font Programs:
The Roman Initial Installation Coded Font Programs distributed with
Licensed Systems under this Appendix shall be as set forth in
Paragraph 1 of Attachment 1 to Schedule 1 of Exhibit K ("Licensed Use
----------- ------------ ---------- ---------
Royalties for Coded Font Programs") and in Paragraph 1 ("Coded Font
Program Distribution") to Exhibit K herein."
---------
-8-
[*] Confidential Treatment Requested.
5. Paragraph K ("Additional Coded Font Programs:") is hereby deleted in
-----------
its entirety and replaced by the following:
"K. Roman Additional and Other Coded Font Programs:
(1) The Roman Additional Coded Font Programs distributed with Licensed
Systems under this Appendix No. 3 shall be as set forth in Paragraph
---------
2 of Attachment 1 to Schedule 1 of Exhibit K ("Licensed Use Royalties
- ------------ ---------- ---------
for Coded Font Programs") and in Paragraph 1 ("Coded Font Program
-----------
Distribution") of Exhibit K herein.
---------
(2) The Coded Font Programs for Japanese Typefaces distributed with
Licensed Systems under this Appendix No. 3 shall be as set forth in
Paragraph 1 to Schedule 2 of Exhibit K ("Licensed Use Royalties for
----------- ---------- ---------
Coded Font Programs") and in Paragraph 1 ("Coded Font Program
-----------
Distribution") of Exhibit K herein."
---------
E. All other terms and conditions of the Agreement and of Appendix No. 1 to
the Agreement and of Appendix No. 2 to the Agreement and of Appendix No. 3 to
the Agreement, as amended, shall remain in full force and effect.
Adobe: OEM:
ADOBE SYSTEMS INCORPORATED SUPERMAC TECHNOLOGY
INCORPORATED
By:/s/ S.A. MacDonald By:/s/ Mark Housley
------------------------------------ ----------------------------------
Print Print
Name:S.A. MacDonald Name: Mark Housley
---------------------------------- -------------------------------
Title:Sr. V.P., General Manager, SPD Title General Manager
--------------------------------- -------------------------------
Date: 9/22/94 Date: 9/19/94
---------------------------------- --------------------------------
-9-
EXHIBIT K
---------
Licensed Use Royalties for Coded Font Programs
1. Coded Font Program Distribution.
-------------------------------
OEM may reproduce the Coded Font Programs delivered by Adobe hereunder solely at
the Reproduction Locations and only for distribution with Licensed Systems.
(a) Roman Coded Font Programs. OEM agrees that with each Licensed System
-------------------------
distributed for use outside of Japan (a "Roman Version"), OEM shall bundle the
Roman Initial Installation Coded Font Programs identified in Paragraph 1 of
-----------
Attachment 1 attached hereto. OEM may also distribute a Roman Version bundled
- ------------
with Roman Additional Coded Font Programs or Other Coded Font Programs solely in
one of the Optional Packages specified in Attachment 1 to Schedule 1 to this
------------ ----------
Exhibit K.
- ---------
(b) Coded Font Programs for Japanese Typefaces. OEM agrees that with each
------------------------------------------
Licensed System distributed for use in Japan (a "Japanese Version"), it shall
bundle the same Roman Initial Installation Coded Font Programs as specified in
Paragraph l(a) of this Exhibit K for Roman Versions. Additionally, with each
- -------------- ---------
Japanese Version, OEM shall bundle a minimum of the [*] Coded Font
Programs for Japanese Typefaces identified in Paragraph 1 of Schedule 2 to this
----------- ----------
Exhibit K
- ---------
[*] OEM may also distribute a Japanese Version bundled with
[*] Coded Font Programs for Japanese Typefaces in any of the bundled
configurations specified in Schedule 2.
(c) Distribution Media. Such Coded Font Programs for Japanese Typefaces
------------------
will be distributed on mutually agreeable distribution media and will be
encrypted and copy-protected against unauthorized duplication in a manner to be
specified by Adobe. In particular, to prevent an End User from substituting one
font configuration for the original font configuration licensed with the
Licensed System, OEM shall employ a different set of code ROMs (with a different
identification code) to distinguish the original font configuration from the
other font configuration. Special character set encodings are not provided.
(d) Distribution of Japanese Versions and Font Upgrades. OEM is not
---------------------------------------------------
required to bundle the Coded Font Programs for Japanese Typefaces with Licensed
Systems distributed for use outside of Japan. However, if OEM decides to
distribute
-10-
[*] Confidential Treatment Requested.
Licensed Systems with Coded Font Programs for Japanese Typefaces for
use outside of Japan, it shall bundle the Coded Font Programs for Japanese
Typefaces in accordance with Paragraphs l(b) and (c) above. Where OEM has
--------------- ---
distributed a Roman Version and wishes to upgrade such Roman Version to the
corresponding Japanese Version, OEM may do so, provided that the Coded Font
Programs for Japanese Typefaces are bundled as an upgrade in accordance with
Paragraphs l(b) and (c) above. Except for such initial upgrade for a Roman
- -------------- ---
Version, OEM may not distribute additional Coded Font Programs for Japanese
Typefaces in an unbundled form for the purpose of upgrading an existing Licensed
System from one font configuration to another. If OEM desires to offer to
customers additional Coded Font Programs for Japanese Typefaces, it may license
the additional aftermarket fonts in retail product version directly from Adobe
or Morisawa to provide to OEM's End Users.
(e) Font Upgrades for Roman Versions. OEM may upgrade an existing Roman
--------------------------------
Version of a Licensed System by adding one or more of the Optional Packages
specified in Attachment 1 hereto.
------------
(f) Distribution of CPSI Application with Font Upgrade. OEM will not
--------------------------------------------------
distribute the CPSI Application Object with a font upgrade, as described in
Paragraph (d) or (e) above, unless expressly permitted in the applicable CPSI
- ------------- ---
Application Appendix, and under applicable terms set forth therein.
2. Licensed Use Royalty Payments for Coded Font Programs.
-----------------------------------------------------
(a) Roman Versions. For each Licensed Use of the Roman Initial
--------------
Installation Coded Font Programs, Roman Additional Coded Font Programs and Other
Coded Font Programs distributed bundled with or as an upgrade to a Licensed
System or used internally by OEM or its Subsidiaries (beyond the number of
Licensed Uses provided royalty-free for Internal Use under applicable CPSI
Application Appendices), OEM shall pay a per Typeface or Optional Package
royalty, as applicable, as set forth in Schedule 1 ("Licensed Use Royalties for
----------
Roman Coded Font Programs") hereto.
(b) Japanese Versions. For each Licensed Use of the Coded Font Programs
-----------------
for Japanese Typefaces distributed bundled with or as an upgrade to a Licensed
System or used internally by OEM or its Subsidiaries, OEM shall pay a per
Typeface royalty as set forth in Schedule 2 ("Licensed Use Royalties for Coded
----------
Font Programs for Japanese Typefaces") hereto.
-11-
Schedule 1
----------
Licensed Use Royalties for Roman Coded Font Programs
1. Licensed Use Royalties for Roman Initial Installation Coded Font Programs.
-------------------------------------------------------------------------
The seventeen (17) Roman Initial Installation Coded Font Programs specified in
Paragraph 1 of Attachment 1 and bundled with a Licensed System shall be royalty-
- ----------- ------------
free.
2. Licensed Use Royalties for Optional Packages. OEM shall pay a per Licensed
--------------------------------------------
Use royalty for each Optional Package which is distributed bundled with or as an
upgrade to a Licensed System or used internally by OEM or its Subsidiaries
(beyond the number of Licensed Uses provided royalty-free for Internal Use under
applicable CPSI Application Appendices) based on the following royalty schedule,
using the published U.S. List Price for the Minimum Configuration of the
Licensed System. To calculate royalties due for Optional Package 4C, add the
applicable royalty due for the relevant line item in column 4C to the applicable
royalty due for the relevant line item in one or more of the other columns. For
example: If the published U.S. List Price of the Licensed System is greater than
[*] and OEM distributes Optional Package 65 with Optional Package 4C, then
the total royalty due to Adobe for the Other Coded Font Programs is equal to
[*] . The Coded Font Programs included in the Optional Packages are
listed in Attachment 1 hereto.
------------
[*]
-12-
[*] Confidential Treatment Requested.
Attachment 1
------------
Optional Packages
1. Roman Initial Installation Coded Font Programs:
-----------------------------------------------
Adobe will provide the graphic characters specified in ISO 8859-1: 1987,
Latin alphabet No. 1 and symbol characters as applicable, for the following
Roman Initial Installation Coded Font Programs:
IDENTIFYING TRADEMARK TYPEFACE TRADEMARK OWNER
--------------------- -------- ---------------
Helvetica Linotype-Hell AG and/or its subsidiaries
Helvetica Bold Linotype-Hell AG and/or its subsidiaries
Helvetica Oblique Linotype-Hell AG and/or its subsidiaries
Helvetica Bold Oblique Linotype-Hell AG and/or its subsidiaries
Times Roman Linotype-Hell AG and/or its subsidiaries
Times Bold Linotype-Hell AG and/or its subsidiaries
Times Italic Linotype-Hell AG and/or its subsidiaries
Times Bold Italic Linotype-Hell AG and/or its subsidiaries
Symbol (Public Domain)
Courier (Public Domain)
Courier Bold (Public Domain)
Courier Oblique (Public Domain)
Courier Bold Oblique (Public Domain)
Helvetica Narrow Linotype-Hell AG and/or its subsidiaries
Helvetica Narrow Bold Linotype-Hell AG and/or its subsidiaries
Helvetica Narrow Oblique Linotype-Hell AG and/or its subsidiaries
Helvetica Narrow Bold Oblique Linotype-Hell AG and/or its subsidiaries
2. Roman Additional Coded Font Programs:
------------------------------------
Upon written notification by OEM, Adobe win provide the graphic characters
specified in ISO 8859-1: 1987, Latin alphabet No. 1 and symbol characters
as applicable, for the Roman Additional Coded Font Programs listed in the
Optional Packages as described below. After receipt of written request
from OEM, Adobe will provide the Macintosh compatible Bitmap Fonts in such
point sizes as Adobe has available for the Roman Additional Coded Font
Programs listed below. These Bitmap Fonts can only be used in conjunction
with a Licensed System.
(a) Optional Package 35N. "Optional Package 35N" shall consist of the
--------------------
Roman Initial Installation Coded Font Programs listed in Paragraph 1 above
-----------
plus the Roman Additional Coded Font Programs listed in this Paragraph 2.
-----------
IDENTIFYING TRADEMARK TYPEFACE TRADEMARK OWNER
------------------------- ---------------------- ------------------------------------------
ITC Avant Garde Gothic Book International Typeface Corporation
ITC Avant Garde Gothic Book Oblique International Typeface Corporation
-13-
ITC Avant Garde Gothic Demi International Typeface Corporation
ITC Avant Garde Gothic Demi Oblique International Typeface Corporation
ITC Bookman Light International Typeface Corporation
ITC Bookman Light ItalicInternational Typeface Corporation
ITC Bookman Light International Typeface Corporation
ITC Bookman Light Italicinternational Typeface Corporation
New Century Schoolbook Roman Public Domain
New Century Schoolbook Bold Public Domain
New Century Schoolbook Italic Public Domain
New Century Schoolbook Bold ItalicPublic Domain
ITC Zapf Chancery Medium ItalicInternational Typeface Corporation
ITC Zapf Dingbats International Typeface Corporation
Palatino Roman Linotype-Hell AG and/or its subsidiaries
Palatino Bold Linotype-Hell AG and/or its subsidiaries
Palatino Italic Linotype-Hell AG and/or its subsidiaries
Palatino Bold Italic Linotype-Hell AG and/or its subsidiaries
(b) Optional Package 65. "Optional Package 65" shall consist of Optional
------------------- -------------------
Package 35N listed in Paragraph 2(a) above plus the thirty (30) Other Roman
--------------
Additional Coded Font Programs listed in this Paragraph 2(b).
--------------
Adobe Caslon Regular Adobe Systems Incorporated
Adobe Caslon Italic Adobe Systems Incorporated
Adobe Caslon Semibold Adobe Systems Incorporated
Adobe Caslon Semibold Italic Adobe Systems Incorporated
Adobe Garamond Regular Adobe Systems Incorporated
Adobe Garamond Italic Adobe Systems Incorporated
Adobe Garamond Bold Adobe Systems Incorporated
Adobe Garamond Bold Italic Adobe Systems Incorporated
Barmeno Regular H. Berthold AG
Barmeno Medium H. Berthold AG
Barmeno Bold H. Berthold AG
Barmeno Extra Bold H. Berthold AG
Lithos Regular Adobe Systems Incorporated
Lithos Black Adobe Systems Incorporated
Trajan Bold Adobe Systems Incorporated
Adobe Wood Type 2 Ornaments Adobe Systems Incorporated
Blackoak Bold Adobe Systems Incorporated
Carta Map Symbols Adobe Systems Incorporated
Tekton Regular Adobe Systems Incorporated
Tekton Bold Adobe Systems Incorporated
Park Avenue Regular Kingsley/ATF Type Corporation
Poetica Ornaments RegularAdobe Systems Incorporated
Kaufmann Regular Kingsley/ATF Type Corporation
Americana Regular Kingsley/ATF Type Corporation
Americana Extra Bold Kingsley/ATF Type Corporation
Parisian Regular Kingsley/ATF Type Corporation
Formata Regular H. Berthold AG
Formata Medium H. Berthold AG
Formata Italic H. Berthold AG
Formata Medium Italic H. Berthold AG
-14-
(c) Optional Package 100. "Optional Package 100" shall consist of
--------------------
Optional Package 65 listed in Paragraph 2(b) above plus the thirty-five
(35) Other Roman Additional Coded Font Programs listed in this Paragraph
---------
2(c).
----
ITC Lubalin Graph Book International Typeface Corporation
ITC Lubalin Graph BookOblique International Typeface Corporation
ITC Lubalin Graph BookDemi International Typeface Corporation
ITC Lubalin Graph BookDemi Oblique International Typeface Corporation
ITC Korinna Regular International Typeface Corporation
ITC Korinna Kursiv Regular International Typeface Corporation
ITC Korinna Bold International Typeface Corporation
ITC Korinna Kursiv Bold International Typeface Corporation
ITC Kabel Book International Typeface Corporation
ITC Kabel Medium International Typeface Corporation
ITC Kabel Demi International Typeface Corporation
ITC Kabel Bold International Typeface Corporation
ITC Kabel Ultra International Typeface Corporation
ITC Berkeley Oldstyle(R) Book International Typeface Corporation
ITC Berkeley Oldstyle Book Italic International Typeface Corporation
ITC Berkeley Oldstyle Medium International Typeface Corporation
ITC Berkeley Oldstyle Italic International Typeface Corporation
ITC Berkeley Oldstyle Bold International Typeface Corporation
ITC Berkeley Oldstyle Bold Italic International Typeface Corporation
ITC Berkeley Oldstyle Black International Typeface Corporation
ITC Berkeley Oldstyle Black Italic International Typeface Corporation
ITC Machine(R) Medium International Typeface Corporation
ITC Machine Bold International Typeface Corporation
ITC Flora(R) Medium International Typeface Corporation
ITC Flora Bold International Typeface Corporation
Copperplate Gothic 31AB Public Domain
Copperplate Gothic 31BC Public Domain
Brush Script Public Domain
Hobo Public Domain
Stencil Public Domain
Baker Signet Visual Graphics Corporation
Nuptial Script Linotype-Hell AG and/or its subsidiaries
Mythos(TM) Adobe Systems Incorporated
Birch(TM) Adobe Systems Incorporated
Umbra Ludlow
(d) Optional Package 300. "Optional Package 300" shall consist of
--------------------
Optional Roman 100 listed in Paragraph 2(c) above plus the two hundred
(200) Other Roman Additional Coded Font Programs listed in this Paragraph
2(d).
Goudy Old Style Public Domain
Goudy Bold Public Domain
Goudy Old Style Italic Public Domain
Goudy Bold Italic Public Domain
Goudy ExtraBold Public Domain
Goudy Heavyface Public Domain
-15-
Goudy Heavyface Italic Public Domain
Sonata Adobe Systems Incorporated
Letter Gothic Public Domain
Letter Gothic Bold Public Domain
Letter Gothic Slanted Public Domain
Letter Gothic Bold Slanted Public Domain
Cooper Black Public Domain
Cooper Black Italic Public Domain
ITC Stone Serif International Typeface Corporation
ITC Stone Serif Semibold International Typeface Corporation
ITC Stone Serif Italic International Typeface Corporation
ITC Stone Serif Semibold Italic International Typeface Corporation
ITC Stone Serif Bold International Typeface Corporation
ITC Stone Serif Bold Italic International Typeface Corporation
ITC Stone Sans Bold International Typeface Corporation
ITC Stone Sans Bold Italic International Typeface Corporation
ITC Stone Sans International Typeface Corporation
ITC Stone Sans Semibold International Typeface Corporation
ITC Stone Sans Italic International Typeface Corporation
ITC Stone Sans Semibold ItalicInternational Typeface Corporation
Kaufmann Bold Kingsley/ATF Type Corporation
Americana Bold Kingsley/ATF Type Corporation
Americana Italic Kingsley/ATF Type Corporation
Century Expanded Linotype-Hell AG and/or its subsidiaries
Century Expanded Italic Linotype-Hell AG and/or its subsidiaries
Caslon Open Face Linotype-Hell AG and/or its subsidiaries
Gothic 13 Linotype-Hell AG and/or its subsidiaries
Tempo Heavy Condensed Ludlow
Tempo Heavy Condensed Italic Ludlow
Adobe Garamond Semibold Adobe Systems Incorporated
Adobe Garamond Semibold Italic Adobe Systems Incorporated
Adobe Garamond Regular, SC Adobe Systems Incorporated
Adobe Garamond Semibold, SC Adobe Systems Incorporated
Franklin Gothic Roman Linotype-Hell AG and/or its subsidiaries
Franklin Gothic Condensed Linotype-Hell AG and/or its subsidiaries
Franklin Gothic Extra Condensed Linotype-Hell AG and/or its subsidiaries
Utopia Regular Adobe Systems Incorporated
Utopia Semibold Adobe Systems Incorporated
Utopia Italic Adobe Systems Incorporated
Utopia Semibold Italic Adobe Systems Incorporated
Utopia Bold Adobe Systems Incorporated
Utopia Bold Italic Adobe Systems Incorporated
Utopia Black Adobe Systems Incorporated
Utopia Regular, SC Adobe Systems Incorporated
Utopia Semibold, SC Adobe Systems Incorporated
Copperplate Gothic 29AB Public Domain
Copperplate Gothic 29BC Public Domain
Copperplate Gothic 30AB Public Domain
Copperplate Gothic 30BC Public Domain
Copperplate Gothic 32AB Public Domain
Copperplate Gothic 32BC Public Domain
Copperplate Gothic 33BC Public Domain
-16-
Charlemagne Regular Adobe Systems Incorporated
Charlemagne Bold Adobe Systems Incorporated
Mesquite Adobe Systems Incorporated
Woodtype Ornaments 1 Adobe Systems Incorporated
Tekton Oblique Adobe Systems Incorporated
Tekton Bold Oblique Adobe Systems Incorporated
Minion Regular Adobe Systems Incorporated
Minion Semibold Adobe Systems Incorporated
Minion Italic Adobe Systems Incorporated
Minion Semibold Italic Adobe Systems Incorporated
Minion Bold Adobe Systems Incorporated
Minion Bold Italic Adobe Systems Incorporated
Minion Regular, SC Adobe Systems Incorporated
Minion Semibold, SC Adobe Systems Incorporated
Minion Italic SC Adobe Systems Incorporated
Minion Semibold Italic, SC Adobe Systems Incorporated
Rockwell Monotype Corporation
Rockwell Bold Monotype Corporation
Rockwell Italic Monotype Corporation
Rockwell Bold Italic Monotype Corporation
Rockwell Light Monotype Corporation
Rockwell Light Italic Monotype Corporation
Willow Adobe Systems Incorporated
Madrone Adobe Systems Incorporated
Adobe Caslon Bold Adobe Systems Incorporated
Adobe Caslon Bold Italic Adobe Systems Incorporated
Adobe Caslon Regular, SC Adobe Systems Incorporated
Adobe Caslon Semibold, SC Adobe Systems Incorporated
Poppl-Pontifex Regular H. Berthold AG
Poppl-Pontifex Medium H. Berthold AG
Poppi-Pontifex Italic H. Berthold AG
Poppi-Pontifex Bold H. Berthold AG
Poppl-Pontifex Medium Condensed H. Berthold AG
Bell Gothic Light Public Domain
Bell Gothic Bold Public Domain
Bell Gothic Black Public Domain
MinionCyrillic Regular Adobe Systems Incorporated
MinionCyrillic Semibold Adobe Systems Incorporated
MinionCyrillic Italic Adobe Systems Incorporated
MinionCyrillic Semibold Italic Adobe Systems Incorporated
MinionCyrillic Bold Adobe Systems Incorporated
MinionCyrillic Bold Italic Adobe Systems Incorporated
ITC Stone Informal International Typeface Corporation
ITC Stone Informal Semibold International Typeface Corporation
ITC Stone Informal Italic International Typeface Corporation
ITC Stone Informal Semibold Italic International Typeface Corporation
ITC Stone Informal Bold International Typeface Corporation
ITC Stone Informal Bold Italic International Typeface Corporation
Trajan Regular Adobe Systems Incorporated
Lithos Extra Light Adobe Systems Incorporated
Lithos Light Adobe Systems Incorporated
Lithos Bold Adobe Systems Incorporated
-17-
Gill Sans Monotype Corporation
Gill Sans Bold Monotype Corporation
Gill Sans Italic Monotype Corporation
Gill Sans Bold Italic Monotype Corporation
Gill Sans Light Monotype Corporation
Gill Sans Light Italic Monotype Corporation
Gill Sans Condensed Monotype Corporation
Gill Sans Bold Condensed Monotype Corporation
Gill Sans Ultra Bold Condensed Monotype Corporation
Gill Sans Extra Bold Monotype Corporation
Gill Sans Ultra Bold Monotype Corporation
Bembo Monotype Corporation
Bembo Bold Monotype Corporation
Bembo Italic Monotype Corporation
Bembo Bold Italic Monotype Corporation
Bembo Semibold Monotype Corporation
Bembo Semibold Italic Monotype Corporation
Bembo Extra Bold Monotype Corporation
Bembo Extra Bold Italic Monotype Corporation
Rockwell Condensed Monotype Corporation
Rockwell Bold Condensed Monotype Corporation
Rockwell Extra Bold Monotype Corporation
Plantin Monotype Corporation
Plantin Bold Monotype Corporation
Plantin Italic Monotype Corporation
Plantin Bold Italic Monotype Corporation
Perpetua Monotype Corporation
Perpetua Bold Monotype Corporation
Perpetua Italic Monotype Corporation
Perpetua Bold Italic Monotype Corporation
Nofret Light H. Berthold AG
Nofret Light Italic H. Berthold AG
Nofret Regular H. Berthold AG
Nofret Medium H. Berthold AG
Nofret Italic H. Berthold AG
Nofret Medium Italic H. Berthold AG
Nofret Bold H. Berthold AG
Nofret Bold Italic H. Berthold AG
Plantin Light Monotype Corporation
Plantin Light Italic Monotype Corporation
Plantin Semibold Monotype Corporation
Plantin Semibold Italic Monotype Corporation
Plantin Bold Condensed Monotype Corporation
Centaur Regular Monotype Corporation
Centaur Bold Monotype Corporation
Centaur Italic Monotype Corporation
Centaur Bold Italic Monotype Corporation
Joanna Regular Monotype Corporation
Joanna Bold Monotype Corporation
Joanna Italic Monotype Corporation
Joanna Bold Italic Monotype Corporation
Joanna Semibold Monotype Corporation
-18-
Joanna Semibold Italic Monotype Corporation
Joanna Extra Bold Monotype Corporation
ITC StoneSans Phonetic IPA International Typeface Corporation
ITC StoneSans Phonetic Alternate International Typeface Corporation
ITC StoneSerif Phonetic IPA International Typeface Corporation
ITC StoneSerif Phonetic Alternate International Typeface Corporation
Poetica Chancery I Adobe Systems Incorporated
Poetica Chancery II Adobe Systems Incorporated
Poetica Chancery III Adobe Systems Incorporated
Poetica Chancery IV Adobe Systems Incorporated
Poetica Roman Small Caps Adobe Systems Incorporated
Delta Jaeger Light H. Berthold AG
Delta Jaeger Light Italic H. Berthold AG
Delta Jaeger Book H. Berthold AG
Delta Jaeger Medium H. Berthold AG
Delta Jaeger Italic H. Berthold AG
Delta Jaeger Medium Italic H. Berthold AG
Delta Jaeger Bold H. Berthold AG
Delta Jaeger Bold Italic H. Berthold AG
Delta Jaeger Outline H. Berthold AG
Formata Condensed H. Berthold AG
Formata Medium Condensed H. Berthold AG
Formata Condensed ltalic H. Berthold AG
Formata Med Condensed Italic H. Berthold AG
ITC Legacy Sans Book InternationalTypeface Corporation
ITC Legacy Sans Book Italic International Typeface Corporation
ITC Legacy Sans Medium International Typeface Corporation
ITC Legacy Sans Medium Italic International Typeface Corporation
ITC Legacy Sans Bold International Typeface Corporation
ITC Legacy Sans Bold Italic International Typeface Corporation
ITC Legacy Sans Ultra International Typeface Corporation
ITC Legacy Serif Book International Typeface Corporation
ITC Legacy Serif Book Italic International Typeface Corporation
ITC Legacy Serif Medium International Typeface Corporation
ITC Legacy Serif Medium Italic International Typeface Corporation
ITC Legacy Serif Bold International Typeface Corporation
ITC Legacy Serif Bold Italic International Typeface Corporation
ITC Legacy Serif Ultra International Typeface Corporation
(e) Optional Package 4C. "Optional Package 4C" shall consist of the four
-------------------
(4) Roman Additional Coded Font Programs fisted in this Paragraph 2(e).
--------------
Optional Package 4C may be distributed with Optional Package 35N, Optional
Package 65, Optional Package 100, or Optional Package 300, for use with a
Licensed System.
Helvetica Condensed Linotype-Hell AG and/or its subsidiaries
Helvetica Condensed Bold Linotype-Hell AG and/or its subsidiaries
Helvetica Condensed Oblique Linotype-Hell AG and/or its subsidiaries
Helvetica Condensed Bold Oblique Linotype-Hell AG and/or its subsidiaries
-19-
Schedule 2
Licensed Use Royalties for Coded Font Programs for Japanese Typefaces
1. Coded Font Programs for Japanese Typefaces:
------------------------------------------
Upon written notification by OEM, Adobe will provide the Adobe Standard Japanese
Character set, which includes JIS, Shift JIS, and EUC encodings of the JIS X
0208 1983 Level 1 and Level 2 characters, plus other characters and encodings as
defined in Adobe's Kanji Glyph Collection and Glyph Sets Technical Note #5031,
----------------------------------------------------------
dated November 12, 1990, for the following Coded Font Programs for Japanese
Typefaces. Generic characters listed therein are not typeface specific. OEM
shall distribute the Coded Font Programs for Japanese Typefaces bundled with or
as an upgrade to a Licensed System, only in the following configurations:
(a) The first two (2), as listed below [*]
(b) The first five (5), as listed below [*]
(c) The first seven (7), as listed below,
(d) All, as listed below:
Identifying Trademark Trademark Owner
--------------------- ---------------
Ryumin Light KL Morisawa & Co., Ltd.
Gothic Medium BBB Morisawa & Co., Ltd.
Futo Min A101 Morisawa & Co., Ltd.
Futo Go B101 Morisawa & Co., Ltd.
Jun 101 Morisawa & Co., Ltd.
Midashi Min MA31 Morisawa & Co., Ltd.
Midashi Go MB31 Morisawa & Co., Ltd.
ShinseiKaisho CBSK1 Morisawa & Co., Ltd.
Ryumin Medium M-KL Morisawa & Co., Ltd.
Ryumin Ultra U-KL Morisawa & Co., Ltd.
Shin Gothic L (Light) Morisawa & Co., Ltd.
Shin Gothic M (Medium) Morisawa & Co., Ltd.
Shin Gothic B (Bold) Morisawa & Co., Ltd.
Shin Gothic U (Ultra) Morisawa & Co., Ltd.
After receipt of written request from OEM, Adobe will provide the Macintosh
compatible Bitmap Fonts for Futo Min A101, Futo Go B101, Jun 101, Midashi Min,
MA31, Midashi Go MB31, ShinseiKaisho CBSK1, Ryumin Medium M-KL, Ryumin Bold B-
KL, Ryumin Ultra U-KL, Shin Gothic L, Shin Gothic M, Shin Gothic B and Shin
-20-
[*] Confidential Treatment Requested.
Gothic U. OEM may distribute these Bitmap Fonts without additional charge
provided that they are used only in conjunction with a Licensed System. Bitmap
Fonts for Ryumin Light KL and Gothic Medium BBB will not be provided, since they
are available to the End User bundled with Apple's KanjiTalk(TM) system
software.
2. Licensed Use Royalties. For the Coded Font Programs for Japanese Typefaces
----------------------
described in Paragraph 1 above which are distributed or used internally by OEM
-----------
or its Subsidiaries and bundled as part of a Licensed System or as an upgrade to
an existing Licensed System, as permitted hereunder, OEM shall pay Adobe a per
Typeface royalty for each Licensed Use of the Coded Font Programs for Japanese
Typefaces as described below.
(a) Licensed Systems with Color Designated Output Devices [*]:
---------------------------------------------------------
For Licensed Systems with a color Designated Output device capable of [*], the
per Typeface royalty for internal use or distribution of the Coded Font Programs
for Japanese Typefaces shall be calculated using the following procedure and
with the tables below:
Step 1: Determine the number of each of the Japanese Font Bundles
shipped during the quarter.
Step 2: Multiply each number of Japanese Font Bundles shipped during
the quarter (as determined in Step 1 above) by the applicable
Base Royalty per Font Bundle as shown in Table 1 below and
aggregate the result. This is the quarterly base aggregate
Licensed Use royalties for Coded Font Programs for Japanese
Typefaces.
[*]
-21-
[*] Confidential Treatment Requested.
[*]
-22-
[*] Confidential Treatment Requested.
[*]
-23-
[*] Confidential Treatment Requested.
[*]
(B) Licensed Systems With a Black and White Designated Output Device [*].
--------------------------------------------------------------------
For Licensed Systems with a black and white Designated output Device [*] the per
Typeface royalty for internal use or distribution of the Coded Font Programs for
Japanese Typefaces can be calculated using the following procedure and with the
table below:
Step 1: Determine the number of Japanese typefaces shipped during the
quarter.
Step 2: Multiply the number of Japanese Typefaces shipped during the
quarter (as determined in step 1 above) by the applicable Royalty
per Typeface as shown in the Royalty Table below and aggregate
the result. This is the quarterly aggregate Licensed Use
royalties for Coded Font Programs for Japanese Typefaces due for
the quarter.
[*]
-24-
[*] Confidential Treatment Requested.
(c) Licensed Systems With a Black and White or Color Designated Output
------------------------------------------------------------------
Device greater than 600 dpi. For Licensed Systems with a black and white or
------------
color Designated Output Device capable of [*], the per Typeface royalty for
internal use or distribution of the Coded Font Programs for Japanese Typefaces
shall be calculated using the following procedure and with the tables below:
Step 1: Determine the number of each of the Japanese Font Bundles shipped
during the quarter.
Step 2: Multiply each number of Japanese Font Bundles shipped during the
quarter (as determined in Step 1 above) by the applicable Royalty
per Font Bundle as shown in the Royalty Table below and aggregate
the result. This is the quarterly aggregate Licensed Use
royalties for Coded Font Programs for Japanese Typefaces due for
the quarter.
[*]
[*] Confidential Treatment Requested.
APPENDIX NO. 1
EFFECTIVE AS OF SEPTEMBER 18, 1992
------------
TO
CONFIGURABLE POSTSCRIPT(R) INTERPRETER
OEM LICENSE AGREEMENT
BETWEEN
ADOBE SYSTEMS INCORPORATED AND SUPERMAC TECHNOLOGY
Name of CPSI Application: Macintosh Level 2 Adobe Software RIP
This Appendix sets forth additional and different terms and conditions
particular to the Licensed System described below and shall be incorporated by
reference into the Configurable PostScript Interpreter OEM License Agreement
("Agreement") between SuperMAC Technology ("OEM") and Adobe Systems Incorporated
("Adobe") effective as of September 18, 1992. Such different or additional
------------
terms are applicable only to the Licensed System described below and in no way
alter the terms and conditions applicable to other Licensed Systems incorporated
into the Agreement by addition of an appendix.
All the terms used in this Appendix shall retain the same meaning as
defined in the Agreement and such definitions are incorporated herein by
reference.
A. Description of CPSI Application:
ProofPositive Color Printer Software RIP running on an Apple Macintosh
computer.
B. Description of Computer System:
[*]
OEM may use the CPSI Application to generate output from devices other than
those listed in this paragraph only within OEM's internal development group and
only for testing purposes within that group. New devices must be added to this
Appendix by an addendum before OEM may install such devices for use with the
CPSI Application outside the development group. If [*]. OEM shall authorize use
of the CPSI application to generate output only on devices that have been
approved by Adobe in accordance with the provisions as described in this
Paragraph.
-1-
[*] Confidential Treatment Requested.
C. Licensed Systems:
[*]
D. Development Environment - The Adobe Development Environment is the specific
computer environment in which Adobe has developed the Adobe Software and tested
the Licensed System and which is defined below:
(1) Hardware platform:
[*]
(2) Software platform:
Macintosh OS version 7.0, MPW version 3.2.
OEM may upgrade the Development Environment to the latest version of both
the Hardware platform and the Software platform supplied by Apple or a
supplier that provides a compatible computer system faster completion of
Milestone #(8) in Paragraph F of this Appendix, provided that the upgrade
-----------
Development Environmental described in this Paragraph D. In the event
-----------
that in compatibilities are introduced by hardware or software vendor(s),
OEM may notify Adobe of such incompatibilities. Adobe will assess these
incompatibilities and, if necessary, OEM will upgrade the Loaned Equipment
to the upgraded Development Environment. Adobe will communicate the results
of the assessment to the OEM. If agreed to by Adobe, upgrades, made at the
OEM's request, for incompatibilities introduced outside of the Development
Environment described in Paragraph D(1) and D(2), will be provided under
-----------------------
the terms of a Continuing Support Agreement or at Adobe's current
consulting rates and under applicable terms.
-2-
[*] Confidential Treatment Requested.
E. Adobe Deliverables:
(1) Adobe Software: As described in Exhibit A ("Description of Adobe
-------------- ---------
Software") to the Agreement or as further described herein. Adobe Software will
be delivered on 3.5 inch Macintosh diskettes.
(2) Demonstration Program(s): The Demonstration Program(s) will be in "C"
------------------------
language source form and will provide OEM with an example of how to use the
Adobe Software described in Exhibit A ("Description of Adobe Software") to
---------
interpret PostScript language programs and produce faster output. The
Demonstration Program(s) will be delivered with the Adobe Software.
(3) Other Adobe-Supplied Software:
TBD
(4) Documentation: The documentation as described below will be delivered
-------------
both in hardcopy (1 copy) and in PostScript page description language format on
the software distribution medium (1 file per document).
a. Supplement to the PostScript Language Reference Manual
b. PostScript Language Addendum Template
c. CPSI Demonstration Product Guide
d. CPSI Product Developer's Guide
e. CPSI Read Me First!
All of the above specified Documentation is to be used internally solely
for the purposes of developing a Licensed System and is to be treated as
Confidential Information of Adobe and subject to Paragraph 2.1.6
---------------
("Nondisclosure") of the Agreement. The PostScript Language Addendum Template
supplied by Adobe hereunder is to be used by OEM solely as a guide for
customizing and creating the PostScript Language Addendum for this Licensed
System. The only Documentation which OEM is permitted to distribute to its End
User customers, is the PostScript Language Addendum with the content written by
OEM and approved by Adobe.
(5) Coded Font Programs: OEM shall bundle the Roman Initial Installation
-------------------
Coded Font Programs identified in Paragraph J below and the Roman Additional
-----------
Coded Font Programs identified in Paragraph K below with each Licensed System
-----------
(hereinafter "Roman Version"). OEM agrees that the [*] Coded Font Programs for
Japanese Typefaces identified in Paragraph L of this Appendix shall be bundled
-----------
with every Licensed System distributed for use in Japan (hereinafter "Japanese
Version"). OEM is not required to bundle the Coded Font Programs for Japanese
Typefaces with Licensed Systems distributed for use outside of Japan. However,
if OEM decides to distribute Licensed Systems with Coded Font Programs for
Japanese Typefaces for use outside of Japan, it shall
-3-
[*] Confidential Treatment Requested.
bundle all of the Coded Font Programs for Japanese Typecasts listed in
Paragraph L of this Appendix with each such Licensed System.
- -----------
F. Development Schedule and Testing Expectations:
Milestone Description: *Schedule
#(1) [*]
#(2) [*]
#(3) [*]
#(4) [*]
#(5) [*]
#(6) [*]
#(7) [*]
#(8) [*]
#(9) [*]
[*] Confidential Treatment Requested.
-4-
[*]
G. Loaned Equipment:
Adobe requires two (2) complete Licensed Systems as described in Paragraph
---------
C of this Appendix. Additional Licensed Systems may be required to accelerate
- -
quality assurance testing. Only one (1) system is required through the warranty
period.
The Loaned Equipment is being supplied to Adobe for the purpose of testing
the CPSI Application Object for use with the Licensed System and for testing and
reference purposes when evaluating draft PPD Files and PostScript Language
Addendum. Following Adobe testing and acceptance of the CPSI Application Object,
and for as long as Adobe is providing testing, warranty or Continuing Support
services, at Adobe's request OEM will replace the hardware and software
comprising the Loaned Equipment with the most recent version thereof.
Terms and conditions related to the obligations of the parties concerning
OEM-Loaned Equipment are set forth in Paragraph 3.4.1 ("OEM-Loaned Equipment")
---------------
of the Agreement.
H. Software License Fee:
[*]
I. Applicable Royalties:
(1) Royalties for Worldwide Distribution of Licensed Systems:
--------------------------------------------------------
(a) Basis for Payments Hereunder. All royalties due to Adobe by OEM shall
----------------------------
be paid in U.S. dollars regardless of the location of the transaction or the
type of currency used to consummate the transaction.
All List Prices, as described below, shall mean OEM's published List Price,
established in good faith, for quantity one (1) of the fully functioning
Licensed System described hereunder as distributed to End Users in both Roman
and Japanese Versions. Such calculations shall be exclusive of amounts received
for taxes, interest, non-warranty maintenance and installation charges, finance
charges, insurance, shipping and handling.
-5-
[*] Confidential Treatment Requested.
(i) U.S. List Price. The U.S. List Price shall mean OEM's published
---------------
list price to End Users in quantity one (1) for a fully
functioning Licensed System as described in Paragraph C, for
-----------
distribution in the United States. OEM shall pay the per copy
royalty based upon the royalty schedule set forth herein in
Paragraph I(1)(b)(i) below using the U.S. List Price for a fully
--------------------
functioning Licensed System to calculate the per copy royalty.
The Licensed System U.S. List Price shall apply for the purpose
of royalty calculations hereunder for distribution of all Roman
Versions of the Licensed System throughout the world.
(ii) Japanese List Price. The Japanese List Price shall mean OEM's
-------------------
published list price in Japanese yen for quantity one (1) for a
fully functioning Licensed System as described in Paragraph C for
-----------
distribution in Japan. OEM shall pay the per copy royalty based
upon the royalty schedule set forth herein in Paragraph
---------
I(1)(b)(ii) below by converting the Japanese List Price in yen to
-----------
U.S. Dollars for a fully functioning Licensed System to calculate
the per copy royalty. The Japanese List Price shall be converted
into U.S. Dollars at a rate equal to the average of the exchange
rates quoted in the Wall Street Journal on the first and last
days of the relevant quarterly accounting period defined in
Paragraph 7.5 ("Payment of Royalties") of the Agreement and then
-------------
used to calculate the royalty due hereunder.
(b) [*]
(i) Roman Versions. For the Roman Versions of the Licensed System,
--------------
OEM shall pay Adobe a royalty equal to [*] of the U.S. List Price for each
Licensed System which is distributed or used internally by OEM or its
Subsidiaries.
(ii) Japanese Versions. For the Japanese Versions of the Licensed
-----------------
System, OEM shall pay Adobe a royalty equal to [*] of the Japanese List Price
for each Licensed System which is distributed or used internally by OEM or its
Subsidiaries.
(2) Coded Font Program Royalties. Both the Roman and Japanese Versions of the
----------------------------
Licensed System contain seventeen (17) royalty free Roman Initial
Installation Coded Font Programs as defined in Paragraph J of this Appendix
-----------
-6-
[*] Confidential Treatment Requested.
No. 1 [*].
(a) Royalties for Roman Additional Coded Font Programs. OEM shall pay the
--------------------------------------------------
following royalty per Typeface for each copy of the Roman Additional coded Font
Programs specified in Paragraph K of this Appendix No. 1 which are distributed
-----------
or used internally by OEM and bundled as part of a Licensed System:
[*]
(b) Royalties for Coded Font Programs for Japanese Typefaces: The
--------------------------------------------------------
royalties for the Coded Font Programs for Japanese Typefaces, described in
Paragraph L of this Appendix No. 1 and bundled as part of the Licensed System,
- -----------
shall be [*].
J. Roman Initial Installation Coded Font Programs:
Adobe will provide the graphic characters specified in ISO 8859-1: 1987,
Latin alphabet No. 1, or symbol characters where appropriate, for the following
Roman Initial Installation Coded Font Programs:
Identifying Trademark Typeface Trademark Owner
- ---------------------- ------- ---------------
Helvetica Linotype-Hell AG and/or its subsidiaries
Helvetica Bold Linotype-Hell AG and/or its subsidiaries
Helvetica Oblique Linotype-Hell AG and/or its subsidiaries
Helvetica Bold Oblique Linotype-Hell AG and/or its subsidiaries
Times Roman Linotype-Hell AG and/or its subsidiaries
Times Bold Linotype-Hell AG and/or its subsidiaries
Times Italic Linotype-Hell AG and/or its subsidiaries
Times Bold Italic Linotype-Hell AG and/or its subsidiaries
Symbol Public Domain
Courier Public Domain
Courier Bold Public Domain
Courier Oblique Public Domain
Courier Bold Oblique Public Domain
Helvetica Narrow Linotype-Hell AG and/or its subsidiaries
Helvetica Narrow Bold Linotype-Hell AG and/or its subsidiaries
Helvetica Narrow Oblique Linotype-Hell AG and/or its subsidiaries
Helvetica Narrow Bold Oblique Linotype-Hell AG and/or its subsidiaries
-7-
[*] Confidential Treatment Requested.
K. Roman Additional Coded Font Programs:
Upon written notification by OEM, Adobe will provide the graphic characters
specified in ISO 8859-1: 1987, Latin alphabet No. 1, or symbol characters
where appropriate, for the following Roman Additional Coded Font Programs:
Identifying Trademark Typeface Trademark Owner
- ------------------------- ------------- ----------------------------------------
Palatino Roman Linotype-Hell AG and/or its subsidiaries
Palatino Italic Linotype-Hell AG and/or its subsidiaries
Palatino Bold Linotype-Hell AG and/or its subsidiaries
Palatino Bold Italic Linotype-Hell AG and/or its subsidiaries
ITC Avant Garde Gothic Book International Typeface Corporation
ITC Avant Garde Gothic Book Oblique International Typeface Corporation
ITC Avant Garde Gothic Demi International Typeface Corporation
ITC Avant Garde Gothic Demi Oblique International Typeface Corporation
ITC Bookman Light International Typeface Corporation
ITC Bookman Light Italic International Typeface Corporation
ITC Bookman Demi International Typeface Corporation
ITC Bookman Demi Italic International Typeface Corporation
ITC Zapf Dingbats International Typeface Corporation
ITC Zapf Chancery Medium Italic International Typeface Corporation
New Century Schoolbook Roman Public Domain
New Century Schoolbook Italic Public Domain
New Century Schoolbook Bold Public Domain
New Century Schoolbook Bold Italic Public Domain
L. Coded Font Programs for Japanese Typefaces:
Adobe will provide the Adobe Standard Japanese Character set, which includes
all of the characters in Adobe's Kanji Glyph Collections and Glyph Sets
--------------------------------------
Technical Note #5031 dated November 12, 1990, with the exception of generic
--------------------
characters listed therein, for the following Coded Font Programs for
Japanese Typefaces:
Identifying Trademark Trademark Owner
--------------------- ---------------
Ryumin Light KL Morisawa & Company Ltd.
Gothic Medium BBB Morisawa & Company Ltd.
Such Coded Font Programs for Japanese Types will be distributed on mutually
agreeable distribution media and will be encrypted and copy-protected against
unauthorized duplication in a manner to be specified by Adobe. Special
character set encodings are not provided.
M. Protection Mechanisms:
(1) Adobe and OEM shall mutually agree on an execution control mechanism
which OEM shall utilize as a copy protection device in each Licensed
System distributed under this Appendix.
(2) Adobe and OEM shall mutually agree upon a secure production method for
the Japanese font copy-protected keys.
-8-
N. Designated Representatives:
(3) Technically qualified OEM representative to respond to information
requested by Adobe:
Jim Pendergast
SuperMAC Technology Phone # (408) 254-2202
485 Potrero Ave. Fax # (408) 735-7250
Sunnyvale, CA 94086
(4) Technically qualified Adobe representative to respond to information
requested by OEM:
Ivor Durham
Adobe Systems Incorporated Phone # (415) 962-2183
1585 Charleston Road Fax # (415) 961-3769
Mountain View, CA 94039-7900
(5) Adobe Contract Representative:
Ron Richter
Adobe Systems Incorporated Phone # (415) 962-6650
1585 Charlston Road Fax # (415) 965-7430
Mountain View, CA 94039-7900
(6) OEM Contact Representative:
Ron Moore
SuperMAC Technology Phone # (408) 254-2202
485 Potrero Ave. Fax # (408) 735-7250
Sunnyvale, CA 94086
IN WITNESS WHEREOF, each of Adobe and OEM has executed this Appendix No. 1
by its duly authorized officer.
ADOBE SYSTEMS INCORPORATED SUPERMAC TECHNOLOGY
By: /s/ Steve MacDonald By: /s/ Louis J. Doctor
-------------------------------- -----------------------------------
Name: Steve MacDonald Name: Louis J. Doctor
----------------------------- ---------------------------------
Title: V.P. Sys. Products Div. Title: V.P. Business Dev't
----------------------------- ---------------------------------
Date: Sept. 18, 1992 Date: Sept. 17, 1992
------------------------------ ----------------------------------
-9-
Schedule 1 to Appendix No. 1
Specifications for the Configurable Postscript Interpreter
-10-
APPENDIX NO. 3
EFFECTIVE AS OF March 21 1994
-------------------------
TO THE
CONFIGURABLE POSTSCRIPT(TM) INTERPRETER
OEM LICENSE AGREEMENT
BETWEEN
ADOBE SYSTEMS INCORPORATED
AND
SUPERMAC TECHNOLOGY INCORPORATED
Name of CPSI Application: Power PC Level 2 Adobe Software RIP
This Appendix sets forth additional and different terms and conditions
particular to the Licensed System described below and shall be incorporated by
reference into the Configurable PostScript Interpreter OEM License Agreement
("Agreement") between SuperMac Technology Incorporated ("OEM") and Adobe Systems
Incorporated ("Adobe") effective as of September 18, 1992 and as amended by
Amendment No. 1 effective July 28, 1993. Such different or additional terms are
applicable only to the Licensed System described below and in no way alter the
terms and conditions applicable to other Licensed Systems incorporated into the
Agreement by addition of an appendix.
All the terms used in this Appendix shall retain the same meaning as
defined in the Agreement and such definitions are incorporated herein by
reference.
A. Description of CPSI Application:
SuperMac Color Printer Software RIP running on an Apple Power Macintosh
computer.
B. Description of Computer System:
[*]
-1-
[*] Confidential Treatment Requested
(2) One Designated Output Device from the following set:
a. ProofPositive full page color printer, 300 dpi, dye-
sublimation
b. ProofPositive two-page color printer, 300 dpi, dye sublimation
c. Fuji Xerox A Color copier, 400 dpi, laser
d. Xerox MajestiK color copier, 400 dpi, laser
OEM may use the CPSI Application to generate output from devices other than
those listed in this paragraph only within OEM's internal development group and
only for testing purposes within that group. New devices must be added to this
Appendix by an addendum before OEM may install such devices for use with the
CPSI Application outside the development group. If OEM wishes to add any other
device, it must [*] OEM shall authorize use of the CPSI Application to generate
output only on devices that have been approved by Adobe in accordance with the
provisions as described in this Paragraph.
OEM may upgrade the Computer System to the latest version of both the hardware
platform and the software platform supplied by a manufacturer or a supplier that
provides a compatible computer system after completion of Milestone #(13) in
Paragraph F of this Appendix, provided that the upgraded Computer System is
- -----------
object code compatible with the original Computer System described in this
Paragraph B. In the event that incompatibilities are introduced by hardware or
- -----------
software vendor(s), OEM may notify Adobe of such incompatibilities. Adobe will
assess these incompatibilities and, if necessary, OEM will upgrade the Loaned
Equipment to the upgraded Computer System. Adobe will communicate the results
of this assessment to the OEM. If agreed to by Adobe, upgrades to the Adobe
Software made by Adobe at OEM's request for incompatibilities introduced outside
of the Computer System described in Paragraph B, will be provided under the
-----------
terms of a Continuing Support Agreement or at Adobe's current consulting rates
and under applicable terms. OEM may not distribute an upgraded Computer System
that is not object code compatible with the original Computer System without
first submitting such upgrade to testing and acceptance in accordance with
Paragraph 3.8 ("Testing") of the Agreement.
- -------------
C. Licensed System:
[*]
-2-
[*] Confidential Treatment Requested.
D. The Adobe Development environment is the specific computer environment in
which Adobe has developed and tested the Adobe Software and which is
defined below:
a. Hardware platform:
Same as described in Paragraph B(1).
--------------
b. Software platform:
Same as described in Paragraph B(1).
--------------
E. Adobe Deliverables:
(1) Adobe Software: As described in Exhibit A ("Description of Adobe
-------------- ---------
Software") to the Agreement and in the PostScript Language Reference
Manual (Second Edition). See also Exhibit G ("Configurable PostScript
---------
Interpreter Functional Specification") of the Agreement. Adobe
Software will be on Macintosh diskettes.
(2) Demonstration Program(s): The Demonstration Program(s) will be in "C"
------------------------
language source for-in and will provide OEM with an example of how to
use the Adobe Software described in Exhibit A ("Description of Adobe
---------
Software) of the Agreement to interpret PostScript language programs
and produce raster output. See also Exhibit G ("Configurable
---------
PostScript Interpreter Functional Specification") of the Agreement.
The Demonstration Program(s) will be delivered with the Adobe
Software.
(3) Other Adobe-Supplied Software: Aftermarket font conversion and
-----------------------------
installation utilities software for the Roman Initial Installation
Coded Font Programs listed in Paragraph J, to be bundled with and
-----------
used solely with a Licensed System.
(4) Documentation: The Documentation as described below will be
-------------
delivered in hard copy (1 copy).
a. CPSI Read Me First!
-3-
[*] Confidential Treatment Requested.
b. CPSI Developer's Guide Companion (includes Functional
Specification)
c. CPSI Demonstration Software Guide
d. Supplement to the PostScript Language Reference Manual
e. PostScript Language Addendum Template
All of the above specified Documentation is to be used internally
solely for the purposes of developing a Licensed System and is to be
treated as confidential information of Adobe and subject to Paragraph
---------
2.1.6 ("Nondisclosure") of the Agreement. The PostScript Language
-----
Addendum Template supplied by Adobe hereunder is to be used by OEM
solely as a guide for customizing and creating the PostScript
Language Addendum for this Licensed System. The only Documentation
which OEM is permitted to distribute to its End User customers is the
PostScript Language Addendum with the content written by OEM and
approved by Adobe.
(5) Coded Font Programs: The Roman Initial Installation Coded Font
-------------------
Programs listed in Paragraph J will be delivered on the Adobe
-----------
Software distribution medium. The Coded Font Programs for Japanese
Typefaces listed in Paragraph K will be delivered on mutually
-----------
agreeable distribution media per Paragraph K.
-----------
(6) [*]
F. Development Schedule and Testing Expectations:
MILESTONE DESCRIPTION *SCHEDULE:
#(1) [*]
#(2) [*]
-4-
[*] Confidential Treatment Requested.
MILESTONE DESCRIPTION *SCHEDULE
--------------------- ---------
#(3) [*]
#(4) [*]
#(5) [*]
#(6) [*]
#(7) [*]
#(8) [*]
-5-
[*] Confidential Treatment Requested.
MILESTONE DESCRIPTION SCHEDULE
--------------------- --------
#(9)
#(10)
[*]
#(11)
#(12)
#(13)
[*]
-6-
[*] Confidential Treatment Requested.
G. OEM Loaned Equipment:
[*]
H. [*]
I. Applicable Royalties:
(1) Royalties for Worldwide Distribution of Licensed Systems:
--------------------------------------------------------
a. Basis for Payments Hereunder. All royalties due to Adobe by
----------------------------
OEM shall be paid in U.S. Dollars regardless of the location
of the transaction or the type of currency used to consummate
the transaction .
b. Licensed Use Royalty. The Licensed Use royalty for CPSI
--------------------
Application and for the Coded font Programs described herein
shall apply to all Licensed Systems and Coded Font Programs
used internally by OEM or its Subsidiaries and to all
Licensed Systems and Coded Font Programs sold, leased or
otherwise disposed of by OEM or its Subsidiaries directly or
indirectly to End Users. royalties are calculated on a per
Licensed Use basis and OEM shall ensure that it accounts for
and pays royalties for each Licensed Use of the CPSI
Application Object and Coded Font Programs.
c. List Prices. All List Prices, as described below, shall mean
-----------
OEM's published List Price, established in good faith, for
quantity one (1) of the fully functioning Licensed System
described hereunder as distributed to End Users in both Roman
and Japanese Versions. Such calculations shall be exclusive
of amounts received for taxes, interest, non-warranty
maintenance and installation charges, insurance, shipping and
handling costs.
(i) U.S. List Price. The U.S. List Price shall mean OEM's
---------------
published List Price in U.S. Dollars to End Users for
quantity one (1) of a Licensed System with Minimum
Configuration as described in Paragraph C above,
-----------
for distribution in the United States. The U.S. List
Price of the Licensed System shall apply for the
purpose of royalty calculations hereunder for each
Licensed Use of a Roman Version (as described in
Paragraph I(2)a below) of the
---------------
Licensed
-7-
[*] Confidential Treatment Requested.
System distributed for use throughout the world excluding Japan where
the distribution of Licensed Systems is limited to Japanese Versions.
(ii) Japanese List Price. The Japanese List Price shall
-------------------
mean OEM's published List Price in Japanese yen to End Users for quantity one
(1) of a Japanese Version (with two (2) or five (5) Japanese Typefaces as
described in Paragraph I(2)b below) of a Licensed System with Minimum
---------------
Configuration as described in Paragraph C above, for distribution in Japan. The
-----------
Japanese List Price shall apply for the purpose of royalty calculations
hereunder for each Licensed Use of a Japanese Version of the Licensed System
distributed for use throughout the world. The Japanese List Price shall be
converted into U.S. Dollars at a rate equal to the average of the exchange rates
quoted in the Wall Street Journal at the end of the first and last days of the
relevant quarterly accounting period defined in Paragraph 7.5 ("Payment of
-------------
Royalties") of the Agreement. OEM shall use the converted Japanese List Price to
calculate the royalty for CPSI Application hereunder.
(2) Licensed Use Loyalties for CPSI Application:
-------------------------------------------
a. Roman Versions. OEM shall bundle the Roman Initial Installation
--------------
Coded Font Programs identified in Paragraph J with each Licensed System
-----------
distributed hereunder (a "Roman Version"). OEM may also distribute a Roman
Version bundled with either an additional twenty-two (22) Roman Additional Coded
Font Programs, as identified in Group I of Paragraph K(1) below or with all of
--------------
the Roman Additional Coded Font Programs identified in Group I and the
additional Roman Additional Coded Font Programs identified in Group 2 of
Paragraph K(1) below. If OEM elects to distribute the Roman Additional Coded
- --------------
Font Programs identified in Group 2, OEM must also bundle the Roman Additional
Coded Font Programs identified in Group 1.
For each Roman Version of the Licensed System which is distributed or used
internally (beyond the number of Licensed Uses provided royalty-free for
Internal Use under Paragraph I(6) below) by OEM or its Subsidiaries hereunder,
--------------
OEM shall pay Adobe a per Licensed Use royalty based on the U.S. List Price of a
Licensed System with Minimum Configuration using the following method of royalty
calculation:
[*]
b. Japanese Versions. OEM agrees that with each Licensed System
-----------------
distributed for use in Japan (a "Japanese Version"), it shall bundle the same
Roman Coded Font Programs as specified in Paragraph I(2)a above for Roman
---------------
Versions. Additionally, OEM shall bundle the [*] coded Font Programs
for Japanese Typefaces identified in Paragraph K(2)(i), or [*]
-----------------
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[*] Confidential Treatment Requsted.
Coded Font Programs for Japanese Typefaces identified in Paragraph K(2)(ii),
------------------
with every Licensed System distributed for use in Japan.
OEM is not required to bundle the Coded Font Programs for Japanese Typefaces
with Licensed Systems distributed for use outside of Japan. However, if OEM
decides to distribute Licensed Systems with Coded Font Programs for Japanese
Typefaces for use outside of Japan, it shall bundle the Coded Font Programs for
Japanese Typefaces in accordance with the above paragraph.
For each Japanese Version of the Licensed System which is distributed or used
internally
[*]
(3) Software Upgrade Royalties:
---------------------------
"Software Upgrades" means the installation of both the CPSI Application
Object and Coded Font Programs in a Licensed System already distributed under
license in place of CPSI Application Object and Coded Font Programs previously
installed in such Licensed System for the purpose of updating, enhancing or
extending a Licensed System. To qualify for Software Upgrade pricing, OEM must
either (i) promptly destroy the media containing the prior version of the CPSI
Application Object and Coded Font Programs, or (ii) return the media containing
the CPSI Application Object and Coded Font Programs to the factory where they
were manufactured, and immediately accrue a new royalty when such CPSI
Application and Coded Font Programs are shipped as part of a new s obligated to
account for any of the replaced CPSI Application Object and Coded Font Programs
which are not destroyed.
OEM shall keep accurate records of the number of Software Upgrades which it
distributes to its customers and the disposition of the corresponding CPSI
Application Object and Coded Font Programs replaced by the Software Upgrades.
OEM shall submit reports containing such Software Upgrade information in
accordance with its reporting requirements pursuant to Paragraph 7.5 ("Payment
-------------
of Royalties") of the Agreement. In addition, upon request from Adobe, OEM
shall certify to Adobe in writing signed by its authorized representative, that
it has fully complied with the requirement contained in this Paragraph I(3).
--------------
[*]
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[*] Confidential Treatment Requested.
[*]
The per copy royalty for each Coded Font Program not previously included in the
unit being upgraded shall be determined in accordance with Paragraph I(5) below
--------------
for each Roman and Japanese Typeface which is part of the Software Upgrade.
(4) Hardware Upgrades for Distribution Worldwide:
---------------------------------------------
[*]
OEM shall pay a Hardware Upgrade royalty based on the applicable U.S. or
Japanese List Price to End Users for the Hardware Upgrade equal to [*] of the
applicable End User List Price.
(5) Licensed Use Royalty for Coded Font Programs:
---------------------------------------------
a. Licensed Use Royalties for Roman Initial Installation Coded Font
----------------------------------------------------------------
Programs. The seventeen (17) Roman Initial Installation Coded Font Programs
- --------
specified in Paragraph J of this Appendix No. 3 and bundled with a Licensed
-----------
System [*].
b. Licensed Use Royalties for Roman Additional Coded Font Programs. OEM
----------------------------------------------------------------
shall pay the following royalty per Typeface or sets, as applicable, for each
Licensed Use of the Roman Additional Coded Font Programs specified in Paragraph
---------
K of this Appendix No. 3 which are distributed or used internally by OEM or its
- -
subsidiaries and bundled as part of a Licensed System:
[*]
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[*] Confidential Treatment Requested.
[*]
c. Licensed Use Royalties for Coded Font Programs for Japanese
-----------------------------------------------------------
Typefaces. For the Coded Font Programs for Japanese Typefaces described in
- ---------
Paragraph K(2) which are distributed or used internally by OEM or its
- --------------
Subsidiaries and bundled as part of a Licensed System, OEM shall pay
Adobe a per Typeface royalty for each Licensed Use of the Coded Font programs
for Japanese Typefaces as follows:
[*]
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[*] Confidential Treatment Requested.
J. Roman Initial Installation Coded Font Program:
Adobe will provide the graphic characters specified in ISO 8859-1: 1987,
Latin alphabet No. 1 and symbol characters as applicable, for the following
Roman Initial Installation Coded Font Programs:
IDENTIFYING TRADEMARK TYPEFACE TRADEMARK OWNER
----------------------- ------------------------------ ---------------------------------------------
Helvetica Linotype-Hell AG and/or its subsidiaries
Helvetica Bold Linotype-Hell AG and/or its subsidiaries
Helvetica Oblique Linotype-Hell AG and/or its subsidiaries
Helvetica Bold Oblique Linotype-Hell AG and/or its subsidiaries
Times Roman Linotype-Hell AG and/or its subsidiaries
IDENTIFYING TRADEMARK TYPEFACE TRADEMARK OWNER
----------------------- ----------------------- ---------------------------------------------
Times Bold Linotype-Hell AG and/or its subsidiaries
Times Italic Linotype-Hell AG and/or its subsidiaries
Times Bold Italic Linotype-Hell AG and/or its subsidiaries
Symbol (Public Domain)
Courier (Public Domain)
Courier Bold (Public Domain)
Courier Oblique (Public Domain)
Courier Bold Oblique (Public Domain)
Helvetica Narrow Linotype-Hell AG and/or its subsidiaries
Helvetica Narrow Bold Linotype-Hell AG and/or its subsidiaries
Helvetica Narrow Oblique Linotype-Hell AG and/or its subsidiaries
Helvetic Narrow Bold Oblique Linotype-Hell AG and/or its subsidiaries
K. Additional Coded Font Programs:
(1) Roman Additional Coded Font Programs:
Upon written notification by OEM, Adobe will provide the graphic.
characters specified in ISO 8859-1: 1987, Latin alphabet No. 1 and
symbol characters as applicable, for the Roman Additional Coded Font
Programs listed in Group 1 below. Upon written notification by OEM,
Adobe will provide the graphic characters specified in LSO 8859-1:
1987, Latin alphabet No. 1 and symbol characters, as applicable, for
the Roman Additional Coded Font Programs listed in. Group 2 below.
[*]
Group 1:
- --------
IDENTIFYING TRADEMARK TYPEFACE TRADEMARK OWNER
------------------------ ----------------------- ---------------------------------------------
ITC Avant Garde Gothic Book International Typeface Corporation
ITC Avant Garde Gothic Book Oblique International Typeface Corporation
ITC Avant Garde Gothic Demi International Typeface Corporation
ITC Avant Garde Gothic Demi Oblique International Typeface Corporation
ITC Bookman Light International Typeface Corporation
ITC Bookman Light Italic International Typeface Corporation
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[*] Confidential Treatment Requested.
ITC Bookman Demi International Typeface Corporation
ITC Bookman Demi Italic International Typeface Corporation
New Century Schoolbook Roman Public Domain
New Century Schoolbook Bold Public Domain
New Century Schoolbook Italic Public Domain
New Century Schoolbook Bold Italic Public Domain
ITC Zapf Chancery Medium Italic International Typeface Corporation
ITC Zapf Dingbats International Typeface Corporation
Palatino Roman Linotype-Hell AG and/or its subsidiaries
Palatino Bold Linotype-Hell AG and/or its subsidiaries
Palatino Italic Linotype-Hell AG and/or its subsidiaries
Palatino Bold Italic Linotype-Hell AG and/or its subsidiaries
Helvetica Condensed Linotype-Hell AG and/or its subsidiaries
Helvetica Condensed Bold Linotype-Hell AG and/or its subsidiaries
Helvetica Condensed Oblique Linotype-Hell AG and/or its subsidiaries
Helvetica Condensed Bold Oblique Linotype-Hell AG and/or its subsidiaries
Group 2:
- --------
IDENTIFYING TRADEMARK TYPEFACE TRADEMARK OWNER
------------------------ -------------------------- ----------------------------------------------
Adobe Caslon(TM) Regular Adobe Systems Incorporated
Adobe Caslon Italic Adobe Systems Incorporated
Adobe Caslon Semibold Adobe Systems Incorporated
Adobe Caslon Semibold Italic Adobe Systems Incorporated
Adobe Garamond(TM) Regular Adobe Systems Incorporated
Adobe Garamond Italic Adobe Systems Incorporated
Adobe Garamond Bold Adobe Systems Incorporated
Adobe Garamond Bold Italic Adobe Systems Incorporated
Barmeno(TM) Regular H. Berthold AG
Barmeno Medium H. Berthold AG
Barmeno Bold H. Berthold AG
Barmeno Extra Bold H. Berthold AG
Lithos(TM) Regular Adobe Systems Incorporated
Lithos Black Adobe Systems Incorporated
Trajan Bold Adobe Systems Incorporated
Adobe Wood Type(TM)2 Ornaments Adobe Systems Incorporated
Blackoak(TM) Regular Adobe Systems Incorporated
Carta(TM) Map Symbols Adobe Systems Incorporated
Tekton(TM) Regular Adobe Systems Incorporated
Tekton Bold Adobe Systems Incorporated
Park Avenue(R) Regular Kingsley/ATF Type Corporation
Poetica 2 Supplement Ornaments Adobe Systems Incorporated
Kaufmann(R) Regular Kingsley/ATF Type Corporation
Americana(R) Regular Kingsley/ATF Type Corporation
Americana Extra Bold Kingsley/ATF Type Corporation
Parisian Regular Kingsley/ATF Type Corporation
Formata(R) Regular H. Berthold AG
Formata Medium H. Berthold AG
Formata Italic H. Berthold AG
Formata Medium Italic H. Berthold AG
After receipt of written request from OEM, Adobe will provide the Macintosh
compatible Bitmap Fonts for the Roman Additional Coded Font Programs listed in
Group 1 and in Group 2 without additional charge. These Bitmap Fonts can only
be used in conjunction with a Licensed System.
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(2) Coded Font Programs for Japanese Typefaces:
Upon written notification by OEM, Adobe will provide the Adobe Standard
Japanese Character Set, which includes all of the characters, in Adobe's
Kanji Glyph Collection and Glyph Sets Technical Note #5031, dated November
----------------------------------------------------------
12, 1990, with the exception of generic characters listed therein, for the
following Coded Font Programs for Japanese Typefaces.
[*]
IDENTIFYING TRADEMARK TRADEMARK OWNER
------------------------ ---------------------------------
Ryumin Light KL Morisawa & Co., Ltd.
Gothic Medium BBB Morisawa & Co., Ltd.
Futo Min A101 Morisawa & Co., Ltd.
Futo Go B101 Morisawa & Co., Ltd.
June 101 Morisawa & Co., Ltd.
Such Coded Font Programs for Japanese Typefaces will be distributed on
mutually agreeable distribution media and will be encrypted and copy
protected against unauthorized duplication in a manner to be specified by
Adobe. [*] Special character set encodings are not provided.
OEM may not distribute additional Coded Font Programs for Japanese
Typefaces in an unbundled form for the purpose of upgrading an existing
Licensed System from [*] for Japanese Typefaces. If OEM desires to offer to
customers additional Coded Font Programs for Japanese Typefaces, it may
license the additional [*] aftermarket fonts in retail product
version directly from Adobe or Morisawa to provide to OEM's End Users.
After receipt of written request from OEM, Adobe will provide the Macintosh
compatible Bitmap Fonts for Futo Min A101, Futo Go B101 and Jun 101 without
additional charge. These Bitmap Fonts can only be used in conjunction with
a Licensed System. Bitmap Fonts for Ryumin light KL and Gothic Medium BBB
will not be provided, since they are available to the End User bundled with
Apple's KanjiTalk(TM) system software.
L. Protection Mechanisms:
(1) Adobe and OEM shall mutually agree on a License Management Mechanism
which OEM shall utilize as a copy protection device in each
-14-
[*] Confidential Treatment Requested.
Licensed System distributed under this appendix and as a way of
ensuring that use of the CPSI Application Object and Coded Font
Programs is limited to Licensed Uses.
(2) OEM shall implement the os_serialnumber ( ) library procedure to
guarantee that it returns a unique 32 bit identifier for each
Licensed System .
(3) Adobe and OEM shall mutually agree upon a secure production method
for the Japanese font copy-protection keys.
(4) All Coded Font Programs for Japanese Typefaces bundled with each
Licensed System shall be keyed to such Licensed System's unique 32
bit identifier.
M. Provisions for Raster File Output:
The SuperMac Power PC Level 2 Adobe Software RIP may be used to generate
raster files from PostScript files for use as a print preview or with a
photo retouch or paint software package of an End User's choice residing on
any workstation connected to the Licensed System.
The SuperMac Power PC Level 2 Adobe Software RIP may be used to generate
raster files in [*]. The raster file format shall be Unedited to the format
characteristics of the Designated Output Device or to 150 dpi or less for
output to a display. [*]
N. Adobe Product Certification and Shipment Standards:
The following Adobe standards shall apply for purposes of this Appendix No.
3:
[*]
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[*] Confidential Treatment Requested.
[*]
O. Designated Representatives
(1) Technically qualified OEM Representative to respond to information
requested by Adobe:
Richard Falk Phone (408) 541-5207
SuperMac Technology Incorporated FAX (408) 541-6150
215 Moffett Park Drive
Sunnyvale, CA 94089-1374
(2) Technically qualified Adobe representative to respond to information
requested by OEM:
Ivor Durham Phone (415) 962-2183
Adobe Systems Incorporated FAX (415) 961-4022
1585 Charleston Road
Mountain View, CA 94039-7900
(3) Adobe Contract Representative:
Jeffrey Eid Phone (415) 962-3962
Adobe Systems Incorporated FAX (415) 965-7430
1585 Charleston Road
Mountain View, CA 94039-7900
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[*] Confidential Treatment Requested.
(4) OEM Contract Representative:
Mark Housley Phone (408) 541-5215
SuperMac Technology Incorporated FAX (408) 541-6150
215 Moffett Park Drive
Sunnyvale, CA 94089-1374
IN WITNESS WHEREOF, OEM and Adobe have caused this Appendix No. 3 to be
executed by their duly authorized officers.
ADOBE: OEM:
ADOBE SYSTEMS INCORPORATED SUPERMAC TECHNOLOGY
INCORPORATED
By: /s/ M. Bruce Nakao By: /s/ Jay Torborg
--------------------------------- ---------------------------
Print Print
Name: M. Bruce Nakao Name: Jay Torborg
-------------------------------- --------------------------
Title: Sr. VP & CFO Treasurer & Title: VP Engineering
------------------------------- -------------------------
Assistant Secretary
-----------------------
Date: 3/21/1994 Date: 3/18/94
-------------------------------- --------------------------
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