1 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. EXHIBIT 10.3 FIRST AMENDMENT TO THE DEVELOPMENT AND LICENSE AGREEMENT EFFECTIVE AS OF DECEMBER 30, 1994 BETWEEN SHIVA CORPORATION AND HEWLETT-PACKARD COMPANY This first amendment to the Development and License Agreement dated December 30, 1994 between Shiva Corporation, a Massachusetts corporation having a principal place of business at 28 Crosby Drive, Bedford, Massachusetts ("Shiva") and Hewlett-Packard Company, a California corporation having a place of business at 8000 Foothills Boulevard, Roseville, CA 95747-6588 ("HP") ("the Prior Agreement") is hereby entered into as of June 28, 1996. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Prior Agreement. Except as expressly stated in this Amendment, the terms of the Prior Agreement will continue in full force and effect. For good and valuable consideration, Shiva and HP hereby amend the Prior Agreement as follows: 1. Paragraph 10.1.1 is amended as follows: For the SECOND and THIRD ROYALTY PERIODS, ********************************** ******************************************************************************* **************************************************************************** ***************************************************************************** *******************************************************. 2. Paragraph 10.1.3 is not applicable for the SECOND and THIRD ROYALTY PERIODS. IN WITNESS WHEREOF, a duly authorized representative of each party hereto has executed this First Amendment as of the date first set forth above. SHIVA CORPORATION HEWLETT-PACKARD COMPANY By: /s/ WOODY BENSON By: /s/ JANIS JASINSKY Print: Woody Benson Print: Janis Jasinsky Title: Senior Vice President Title: Controller -- WND HP Date: June 28, 1996 Date: June 28, 1996