EXHIBIT 10.5a
AMENDMENT NO. 2
TO
CONFIGURABLE POSTSCRIPT INTERPRETER OEM LICENSE AGREEMENT
BETWEEN
SUPERMAC TECHNOLOGY, INC.
AND ADOBE SYSTEMS INCORPORATED
Effective Date: February 28, 1994
This Amendment No. 2 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, it is the mutual goal of OEM and Adobe to work together in
promoting the PostScript language as an industry standard and in defining and
offering services and products to the market which promote and facilitate the
use of Adobe's CPSI Software; and
WHEREAS, Adobe and OEM agree to undertake certain activities in a
cooperative manner, as specified in this Amendment, with the intended purpose of
achieving the above stated mutual goal of the parties; and
WHEREAS, in furtherance of such agreed upon goal, Adobe has offered
specified volume discounts which may be applied to mutually agreed upon products
and types of distribution, as described in this Amendment; and
WHEREAS, OEM agrees to make certain commitments and to assume additional
responsibilities described in this Amendment as a condition to OEM being
entitled to receive such specified volume discounts.
A. Adobe and OEM hereby agree to modify the Agreement as follows:
1. Paragraph 2 ("License Grants"). Paragraph 2.1.12 [*]
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[*] CONFIDENTIAL TREATMENT REQUESTED
[*]
2. Paragraph 2 ("License Grant"). The term [*] is hereby deleted from
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Paragraph 2.2 ("No Right to Source Software"), as amended.
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3. Paragraph 2 ("License Grant"). The first sentence of Paragraph 2.5
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("Reverse Engineering"), as amended, is hereby deleted in its entirety and
replaced by the following:
"2.5 Reverse Engineering. OEM agrees that it will not reverse
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engineer, reverse compile, disassemble or otherwise attempt to create source
code which is derived from the Adobe Software, Other Adobe-Supplied Software,
Coded Font Programs or Demonstration Program(s) provided in object code form."
4. Paragraph 10.5 ("OEM's Use of Trademarks") of the Agreement is amended
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in its entirety to read as follows:
"10.5 OEM's Use of Trademarks. OEM agrees that it will include the
-----------------------
Adobe Trademarks on all copies of the CPSI Application and in any advertising
concerning the CPSI Application and that it will use the applicable Trademarks
and Adobe Trademarks on all copies, advertisements, brochures, manuals and other
appropriate uses made in the promotion, distribution or use of the CPSI
Application, Bitmap Fonts and Coded Font Programs. Any use by OEM of the Adobe
Trademarks shall conform to the standards set forth by Adobe in its then
available Trademark Reference Manual. OEM shall make specific reference to
PostScript software from Adobe in any advertisement which refers to the CPSI
Application. In addition, OEM agrees to include (i) in the system software
visible to the End User and on any Designated Output Devices distributed by OEM
part of the Licensed System, and (ii) a copy of the brochure entitled
"PostScript is...", if provided free of charge by Adobe, with each Licensed
System distributed in the U.S. Further, OEM agrees to promote the Licensed
System at trade shows at which other OEM products are displayed and to allow
Adobe to review all announcements and press releases pertaining to Licensed
Systems prior to their release to the public or the press. Further, with
respect to such announcements and press releases, OEM agrees to incorporate all
changes that Adobe may reasonably request to ensure correct Adobe Trademark
usage and accuracy of content related to the Adobe Software."
[*] CONFIDENTIAL TREATMENT REQUESTED
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5. A new Paragraph 16 ("Clone Product Development") is added to the
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Agreement to read as follows:
"16. Clone Product Development.
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If at any time during the term of the Agreement OEM commits resources to
development of or acquires rights to a product or software having page
description capabilities that are substantially compatible with the PostScript
language (hereinafter "Clone Product"), it may do so; provided however, that OEM
is obligated to inform Adobe of such decision immediately thereafter, and upon
such event, the discounts, if any, which OEM may be receiving under the
provisions in Paragraph 17 ("Qualifying for Royalty Discounts") below shall
continue, but only on a conditional basis, until such time as OEM begins
marketing a Clone Product or abandons its effort to market a Clone Product. In
the event that OEM begins marketing a Clone Product, OEM shall resume paying the
full Licensed System and Coded Font Program royalties and, further, shall
reimburse Adobe the full amount of the discounts on Licensed Systems shipped
after OEM has committed resources to such development of, or after having
acquired rights to, a Clone Product, whether or not OEM complies with its
obligations to inform Adobe as required in this Paragraph."
6. A new Paragraph 17 ("Qualifying for Royalty Discounts") is added to
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this Agreement to read as follows:
"17. Qualifying for Royalty Discounts.
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17.1 Royalty Discounts. [*]
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[*] CONFIDENTIAL TREATMENT REQUESTED
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17.2 General Discount Terms. [*]
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17.3 Qualifying for Royalty Discounts. [*]
--------------------------------
[*] CONFIDENTIAL TREATMENT REQUESTED
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[*]
7. Paragraph 16 ("General") and all subparagraphs thereto are renumbered
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as Paragraph 18 ("General") and all subparagraphs thereto are renumbered
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appropriately.
8. Exhibit I ("Authorized Printer Engine Manufacturer Distributor") has
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been deleted in its entirety and replaced with the updated and amended Exhibit I
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attached hereto.
9. A new Exhibit J ("Volume Discount Schedule") is hereby added to the
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Agreement and is attached hereto.
[*] CONFIDENTIAL TREATMENT REQUESTED
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B. All other terms and conditions of the Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to the
Agreement to be signed by their duly authorized representatives.
Adobe: OEM:
ADOBE SYSTEMS INCORPORATED SUPERMAC TECHNOLOGY, INC.
By: /s/ S.A. MacDonald By: [illegible]
-------------------------------- --------------------------------
Name: S.A. MacDonald Name:
------------------------------- ------------------------------
Title: Sr. V.P., General Manager, SPD Title:
------------------------------ -----------------------------
Date: 2-28-94 Date:
------------------------------- ------------------------------
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EXHIBIT I
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Authorized Printer Engine Manufacturer Distributors
Authorized Printer Engine Manufacturer Distributors must be specified in
this Exhibit L Licensed Systems must be specified in this Exhibit I. AU request
for changes to this Exhibit must be submitted to Adobe in writing and such
changes shall apply only ff subsequently approved by Adobe by the issuance of an
updated Exhibit I.
Licensed Systems
Third Party CPSI Platform Designated Output Device/Model
- ----------- ------------- ------------------------------
Fuji Xerox Base SM-ICS A Color
Splash.MX Majestik
Splash.MX A Color
Fuji Xerox High-end SM-ICS A Color
Splash.MX Majestik
Splash.TX A Color
Xerox Splash.MX Majestik
Xerox Splash.TX Majestik
Rank Xerox Splash.MX Majestik
Rank Xerox Splash.TX Majestik
Hoechst-Celanese Corp. Macintosh CPSI ProofPositive
Shinko Electric Corp. Macintosh CPSI ProofPositive
EXHIBIT I
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Volume Discount Schedule
[*]
[*] CONFIDENTIAL TREATMENT REQUESTED
APPENDIX NO. 2
EFFECTIVE AS OF JULY 28, 1993
TO THE
CONFIGURABLE POSTSCRIPT/TM/ INTERPRETER
OEM LICENSE AGREEMENT
BETWEEN
ADOBE SYSTEMS INCORPORATED
AND
SUPERMAC TECHNOLOGY INCORPORATED
Name of CPSI Application: SuperMaster Image Creation System (SM-ICS) Server
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. 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:
Adobe Software integrated with the SuperMaster Image Creation System (SM-ICS)
software running on a MIPS-based accelerator card to create a PostScript Level 2
rasterization server.
B. Description of Computer System:
[*]
[*] CONFIDENTIAL TREATMENT REQUESTED
[*]
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 #(11) in
Paragraph F of this Appendix, provided that the upgraded Computer System is
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object-code compatible with the original Computer System described in this
Paragraph B. In the event that incompatibilities are introduced by hardware or
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software vendor(s), OEM may notify Adobe of such incompatibilities. Adobe will
assess these incompatibilities and, if necessary, OEM will upgrade the OEM-
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
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the terms of a Continuing Support Agreement or at Adobe's current consulting
rates and under applicable terms. [*]
C. Licensed System:
[*]
[*] CONFIDENTIAL TREATMENT REQUESTED
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[*]
D. Adobe Development Environment:
The Adobe Development Environment is the specific computer environment in
which Adobe has developed and tested the Adobe Software and which is
defined below:
(1) Hardware platform: Silicon Graphics, Inc. Indigo workstation with 16
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megabytes of memory and 200 megabytes of disk;
(2) Software platform: Silicon Graphics, Inc. IRIX 4.0.5 operating system.
-----------------
E. Adobe Deliverables:
(1) Adobe Software: As described in Exhibit A ("Description of Adobe
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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 delivered on 1/4 inch tape 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") of
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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.
[*] CONFIDENTIAL TREATMENT REQUESTED
-3-
(3) Other Adobe-Supplied Software: The following Other Adobe-Supplied
-----------------------------
Software will be provided:
Macintosh-based Japanese font installer to be bundled with and solely for
use with a Licensed System. This Japanese font installer is licensed for
use to install aftermarket Japanese fonts that are supplied and
manufactured by Adobe or Morisawa & Co., Ltd., on the Licensed System. The
Japanese font installer shall be compatible with Apple's Mac OS 6.0.7J and
Apple's KanjiTalk/TM/7.
(4) Documentation: The Documentation as described below will be delivered
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in hard copy (1 copy).
a. CPSI Read Me First!
b. Configurable PostScript Interpreter Functional Specification
c. CPSI Demonstration Software Guide
d. CPSI Product Developer's Guide
e. Supplement to the PostScript Language Reference Manual
f. 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 Coded Font Programs described in Paragraphs J
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and K below.
-
(6) [*]
F. Development Schedule and Testing Expectations:
Milestone Description Schedule*
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[*]
[*] CONFIDENTIAL TREATMENT REQUESTED
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Milestone Description Schedule*
- ---------------------- ---------
[*]
[*] CONFIDENTIAL TREATMENT REQUESTED
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Milestone Description Schedule*
- ---------------------- ---------
[*]
G. OEM-Loaned Equipment:
[*]
[*] CONFIDENTIAL TREATMENT REQUESTED
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[*]
H. Software License Fee:
[*]
I. Applicable Royalties:
(1) Royalties for Worldwide Distribution of Licensed Systems:
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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. When Royalties Are Earned. All royalties due hereunder shall be
-------------------------
earned on the date OEM ships a complete Licensed System, or the components
listed in Paragraphs C(2) through (5) to make a complete Licensed System,
-------------- ---
to its customers.
c. 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.
d. List Prices. All List Prices, as described below, shall mean OEM's
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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. OEM shall
[*] CONFIDENTIAL TREATMENT REQUESTED
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distribute the components listed in Paragraphs C(2) through (5) herein
--------------- ---
solely for use with a computer supporting platform described in Paragraph
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C (1). Where OEM is not able to identify which specific model of computer
supporting platform, as specified in Paragraph C(1) above, is to be
--------------
included as part of the Licensed System, OEM shall determine the List Price
of the Licensed System using the List Price of any computer supporting
platform which has a Minimum Configuration equal to that specified in
Paragraph C(1).
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(i) U.S. List Price. The U.S. List Price shall mean OEM's
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published List Price in U.S. Dollars to End Users for quantity one (1) of a
fully functioning Licensed System as described in Paragraph C above, for
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distribution in the United States. Should the U.S. List Price as described
above not be available because OEM is not shipping Licensed Systems in the
United States, the US. List Price shall mean OEM's published List Price in
Australian Dollars to End Users for quantity one (1) of a fully functioning
Licensed System as described in Paragraph C above, for distribution in
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Australia. Australian Dollars 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
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Agreement. 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 System
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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 fully functioning Japanese Version (with five (5) or seven (7)
Japanese Typefaces as described in Paragraph I(2)b below) of a Licensed
---------------
System as described in Paragraph C above, for distribution in Japan. The
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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
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converted Japanese List Price to calculate the royalty for CPSI Application
hereunder.
(2) Licensed Use Royalty for CPSI Application:
-----------------------------------------
a. Roman Versions. OEM shall bundle the Roman Initial Installation
--------------
Coded Font Programs identified in Paragraph J and the Roman Additional
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Coded Font Programs identified in Group I of Paragraph K(l) below with each
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Licensed System distributed hereunder (a "Roman Version"). OEM may also
distribute a Roman Version bundled with an additional thirty (30) Roman
Additional Coded Font Programs, as identified in Group 2 of Paragraph K(l)
--------------
below.
-8-
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 using the following method of royalty
calculation:
[*]
The same per Licensed Use royalty shall apply for each Roman Version of the
Licensed System distributed unbundled from a computer system platform in
accordance with Paragraph C above.
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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 first five (5) Coded
Font Programs for Japanese Typefaces identified in Paragraph K(2)a. or an
---------------
seven (7) 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 System's 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 (beyond the number of licensed Uses provided royalty-free
for Internal Use under Paragraph im below) by OEM or its Subsidiaries
hereunder, OEM shall pay Adobe a per licensed Use royalty based on the
Japanese List Price of the applicable Licensed System (Japanese Version
with five (5) or with seven (7) Japanese Typefaces) converted to U.S.
Dollars using the table in Paragraph I(2)a above.
---------------
The same per Licensed Use royalty shall apply for each Japanese Version of
the Licensed System distributed unbundled from a computer system platform
in accordance with Paragraph c above.
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(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
[*] CONFIDENTIAL TREATMENT REQUESTED
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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 Object and Coded Font
Programs are shipped as part of a new Licensed System. OEM is 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
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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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Following joint execution of a PostScript Software Continuing Support
Agreement, OEM shall pay Adobe a royalty on its Net Receipts from each
Software Upgrade, if any, equal to [*] of OEMs net receipts, from such
Software Upgrade, but in no event less than U.S. [*] plus the amounts due
for any Coded Font Programs not already included in the unit being
upgraded. Prior to the execution of a PostScript Software Continuing
Support Agreement, OEM shall pay Adobe a royalty on its Net Receipts from
each Software Upgrade, if any, equal to [*] of OEMs net receipts, from such
Software Upgrade, but in no event less than U.S. [*] plus the amounts due
for any Coded Font Programs not already included in the unit being
upgraded. Net Receipts means OEM's gross receipts (exclusive of amounts
received for taxes, interest, finance charges, insurance, shipping and
handling costs) from all distributions of Software Upgrades.
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:
--------------------------------------------
Unless agreed to in writing by Adobe and designated as a non-royalty
bearing feature, all Hardware Upgrades installed as part of the Licensed
System, which OEM may choose to offer and distribute to End Users of
Licensed Systems, shall be royalty bearing. The parties will determine
whether an optional feature improves the functional performance or improves
the throughput performance of the CPSI Application Object and/or Coded Font
Programs and thus is royalty bearing or is unrelated to the functional
performance or throughput performance in which case the feature is non-
royalty bearing.
[*] CONFIDENTIAL TREATMENT REQUESTED
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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 Parties for Roman Initial Installation Coded Font
--------------------------------------------------------------
Programs. The seventeen (17) Roman Initial Installation Coded Font Programs
--------
specified in Paragraph J of this Appendix No. 2 and bundled
-----------
with a Licensed System shall be royalty-free.
b. Licensed Use Royalties for Roman Additional Coded Font Programs.
---------------------------------------------------------------
OEM shall pay a per Licensed Use Royalty of $[*] per Typeface for the Roman
Additional Coded Font Program specified in Group 1 of Paragraph K(1) of
--------------
this Appendix No. 2 which is distributed or used internally by OEM or its
Subsidiaries and bundled as part of a Licensed System.
OEM shall pay a per Licensed Use Royalty of [*] for the set of thirty (30)
Typefaces for the Roman Additional Coded Font Programs specified in Group 2
of Paragraph K(1) of this Appendix No. 2 which is distributed or used
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internally by OEM or its Subsidiaries and bundled as part of a Licensed
System.
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:
[*]
* Based on 8.5 inch by 11 inch color page size.
(6) Licensed Use Parties for Internal Use:
-------------------------------------
Except for Roman Additional Coded Font Programs and Coded Font Programs for
Japanese Typefaces, OEM shall have no obligation to pay royalties to Adobe
for Licensed Uses of up to a total (cumulating all uses) of [*]
Licensed Systems if dedicated solely to the following uses:
a. Internal use by OEM (or by OEM's independent contractors) for the
exclusive benefit of OEM) for the purpose of adding proposed new
Designated Output Devices or new features to existing Designated
[*] CONFIDENTIAL TREATMENT REQUESTED
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Output Devices, testing Licensed Systems or performing training
with respect to Licensed Systems; or
b. Internal use by OEM's Authorized Third Parties or Authorized
Printer Engine Manufacturer Distributors for the purpose of
testing Licensed Systems or performing training with respect to
Licensed Systems.
OEM shall pay Adobe the full Licensed Use royalties for the CPSI
Application, except for such thirty (30) Licensed Systems, used internally
by OEM (or OEM's Authorized Third Parties, Authorized Printer Engine
Manufacturer Distributors or independent contractors). OEM shall pay Adobe
the full Licensed Use royalties for Roman Additional Coded Font Programs
and Coded Font Programs for Japanese Typefaces, for each Licensed Use used
internally by OEM.
J. 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
K. Additional Coded Font Programs:
(1) Roman Additional 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 Roman
Additional Coded Font Programs listed in Group 1 below. 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 2
below. OEM shall distribute the Roman Additional Coded Font Programs
bundled with a Roman or
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Japanese Version of the Licensed System, only in one of either of the
following two (2) configurations:
(i) Group 1, as listed below, or
(ii) Group 1 and Group 2, as listed below:
Group 1:
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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
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
Group 2:
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Identifying Trademark Typeface Trademark Owner
--------------------- --------- ---------------------------------
Adobe Calson/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/TM/ 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
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Identifying Trademark Typeface Trademark Owner
--------------------- --------- ---------------------------------
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 I and in Group 2 without additional charge.
These Bitmap Fonts can only be used in conjunction with a Licensed
System.
(2) 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 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. OEM shall distribute the
Coded Font Programs for Japanese Typefaces bundled with a Japanese
Version of the Licensed System, only in one of either of the following
two (2) configurations:
(i) The first five (5), as listed below, or
(ii) all seven (7), 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.
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 unauthorized use of the Coded Font
Programs for Japanese Typefaces licensed with a seven font
configuration by a five font configuration, OEM must employ a different
set of code ROMs (with a different identification code) to distinguish
the five font configuration from the seven font configuration. Special
character set encodings are not provided.
OEM may not distribute additional Coded Font Programs for Japanese2
Typefaces in an unbundled form for the purpose of upgrading an existing
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Licensed System from five (5) to seven (7) Coded Font Programs for
Japanese Typefaces. If OEM desires to offer to customers additional
Coded Font Programs for Japanese Typefaces, it may license the
additional two (2) 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, Jun
101, Midashi Min MA31 and Midashi Go MB31 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
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_serial number ( ) library procedure to
guarantee that it returns a unique 32 bit identifier for the Licensed
System.
(3) Adobe and OEM shall mutually agree upon a secure production
method for the Japanese font copy-protection keys.
M. OEM Training:
With respect to the requirements set forth under Paragraph 3.10 of the
--------------
Agreement, training with respect to the development of Licensed Systems
described within this Appendix No. 2 has been completed by OEM.
N. Designated Representatives:
(1) Technically qualified OEM representative to respond to
information requested by Adobe:
David Lynch Phone (408) 541-6100
SuperMac Technology Incorporated FAX (408) 541-6150
215 Moffett Park Drive
Sunnyvale, CA 94089-1374
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(2) Technically qualified Adobe representative to respond to information
requested by OEM:
Ivor Durham Phone (415) 962-2183
Adobe Systems Incorporated FAX (415) 9614022
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
(4) OEM Contract Representative:
Tim Kleffman Phone (408) 541-5109
SuperMac Technology Incorporated FAX (408) 541-5003
215 Moffett Park Drive
Sunnyvale, CA 94099-1374
IN WITNESS WHEREOF, OEM and Adobe have caused this Appendix No. 2 to be
executed by their duly authorized officers.
ADOBE: OEM:
ADOBE SYSTEMS INCORPORATED SUPERMAC TECHNOLOGY
INCORPORATED
By: /s/ John E. Warnock By: /s/ Louis J. Doctor
-------------------------- --------------------------
Print Print
Name: John E. Warnock Name: Louis J. Doctor
----------------------- ----------------------
Title: Chief Executive Officer Title: EVP
----------------------- ----------------------
Date: 7/28/93 Date: 7/16/93
----------------------- ----------------------
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Schedule 1
Project Deliverables Checklist
OEM provides technical information and specifications on each _____________
output device. -
OEM provides estimated development schedule for each output _____________
device, with key milestones an deliverables. -
OEM provides business forecast for each output device (12, 24 _____________
and 36 months). -
License Management Mechanism proposal provided to Adobe. _____________
-
Color calibration mechanism proposal provided to Adobe. _____________
-
OEM certifies that the following deliverables have been _____________
received from Adobe: -
Adobe Software and Demonstration Programs ____
Aftermarket font installation utilities ____
CPSI Read Me First! ____
Configurable PostScript Interpreter Functional
Specification ____
CPSI Demonstration Software Guide ____
CPSI Product Developer's Guide ____
Supplement to the PostScript Language Reference Manual ____
PostScript Language Addendum Template ____
Coded Font Programs ____
[*] ____
[*] CONFIDENTIAL TREATMENT REQUESTED
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