Exhibit 10.99
Date of Agreement: March 27, 2006
PMC Sierra Corporation
Mission Tower One
3975 Freedom Circle, #300
Santa Clara, CA 95054
Re: Development Agreement ("Agreement")
The purpose of this Agreement is to set forth certain binding agreements
with respect to a development project wherein Peerless Systems Corporation
("Peerless") will assist PMC-Sierra Corporation ("PMC-Sierra") in developing
"Bluestone", a certain Application Specific Standard Product ("ASSP") device
(the "Development"). Terms used in this Agreement which are capitalized are
defined where first used or as set forth in Annex A this Agreement.
1. The Development
1.1. PMC-Sierra hereby retains Peerless for the Development, and Peerless
hereby accepts retention for the Development, in accordance with the
terms and conditions of this Agreement.
1.2. PMC-Sierra and Peerless will agree to the product specifications,
statements of work, deliverables, schedules, acceptance criteria and
other details of the Development in one or more addendums to this
Agreement (each a "Project Addendum").
1.3. PMC-Sierra and Peerless will enter into one or more license
agreements for software and hardware to be used in the Development
and/or to be included in or with the ASSP upon commercial sale of
the ASSP.
2. Engineering Services for the Development
2.1. Peerless has applied (beginning in January 2006) and will continue
to apply technical personnel to the Development, with the make-up of
personnel being a mix of Hardware and Software Architects, ASIC
Engineers, Software/Firmware Engineers, Hardware Engineers, and a
Peerless Project Manager, as dictated by the needs of the
Development at a particular time.
Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission
1
2.2. Overall coordination of the Development shall be performed by a
PMC-Sierra program manager. This program manager will be responsible
for determining and providing staffing requirements for the
Development to Peerless, and Peerless will use its best efforts to
meet the staffing requirements. Peerless shall not be required to
provide more than *** personnel at any time without Peerless'
further consent. The PMC-Sierra program manager will provide a
rolling six-week staffing forecast to allow Peerless time to plan
for project staffing increases and reductions. If, at any time, in
the judgment of the PMC-Sierra program manager that a Peerless
employee or contractor is not performing to expected levels, the
program manager will have the right to elevate the employee
performance issue to a Peerless Vice President with the expectation
of immediate corrective action to address the issue.
3. Consideration for the Development
3.1. PMC-Sierra will pay Peerless *** per hour for each hour of time
expended by Peerless personnel in connection with the Development,
up to a maximum charge of 40 hours per week per employee or
contractor.
3.2. Peerless will invoice PMC-Sierra on a monthly basis. Invoices must
be paid not later than thirty (30) days after the date of the
invoice. Peerless may suspend work if payments are not made when
due.
3.3. All payments made by PMC-Sierra to Peerless for work performed on
the Development, shall be non-refundable upon payment except as
expressly provided herein.
4. Licensing and Royalty Rates
4.1. No licenses are granted by Peerless to PMC-Sierra or by PMC-Sierra
to Peerless in this Agreement. All licenses must be negotiated as
addendums to this agreement.
4.2. The parties shall negotiate one or more separate license agreements
whereby Peerless will grant PMC-Sierra a license to use, modify and
reproduce Peerless Hardware Intellectual Property specified in Annex
B and to combine the specified Peerless Hardware Intellectual
Property with PMC-Sierra materials as necessary or appropriate to
complete the Development and to manufacture, support and maintain
the Bluestone ASSP product. The license agreements shall provide
that the Bluestone ASSP product shall not be transferred, sold,
offered for sale, or distributed without the inclusion and
appropriate licensing of the Peerless PDS product. PMC-Sierra will
pay Peerless a Recurring License Fee (royalty) on each Bluestone
ASSP product sold that contains a Peerless proprietary hardware
product and is inclusive of Peerless PDS ( the total of which shall
be referred to as the "Bundled Product"). PMC-Sierra and Peerless
will collaborate to create a single Bundled Product pricing
schedule. PMC-Sierra will be responsible for selling the Bundled
Product in the market. The purchase order, shipment and revenue flow
will be through PMC-Sierra with PDS royalties paid back to Peerless
on a monthly basis. *** The Recurring License
Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission
2
Fee of the Bundled Product shall be determined by Peerless in
consultation with PMC-Sierra ***. There will be no license fees
charged to PMC-Sierra for the use of Peerless Hardware Intellectual
Property in the development, support, and maintenance of the
Bluestone ASSP product.
4.3. In furtherance of Section 4.2, Peerless will make the following
Peerless proprietary products available to PMC-Sierra for internal
use in the Development and to manufacture, sell, support and
maintain the Bluestone Product under a separate license agreement to
be negotiated by the parties:
- Build environments
- Software tools
- PeerlessPage imaging environment
- PeerlessPrint7 (PCL-XL emulation) language interpreter
- Peerless' implementation of ***
- Peerless connectivity solutions for networking
- PeerlessPage Drawing Services
4.4. In furtherance of Section 4.2, PMC-Sierra will make PMC-Sierra
proprietary products available to Peerless for internal use only in
the Development under a separate agreement to be determined by the
parties. These proprietary products will be specified as necessary
during the Development. Peerless will have no right to sublicense
PMC-Sierra Intellectual Property or proprietary products.
4.5. The parties shall also negotiate a royalty bearing agreement for
PMC-Sierra to distribute to its customers the Peerless software
designated in Section 9.
4.6. Peerless shall not charge PMC-Sierra any fee or royalty for using
the Peerless Intellectual Property referred to in Section 4.3 for
the development, support and maintenance of the Bluestone ASSP
product.
4.7. PMC-Sierra will have no right to modify or create Derivative Works
from Peerless Intellectual Property elements other than those
elements identified in Annex B. Modifications may be made to Annex B
by mutual consent of both parties.
4.8. In the event that PMC-Sierra utilizes Peerless Hardware Intellectual
Property in future products then the parties agree that such future
products will be marketed and sold by PMC-Sierra using the Bundled
Product business model specified in section 4.2. Otherwise, the
parties mutually agree to negotiate a royalty fee for the use of the
Hardware Intellectual Property in those future products.
4.9. During the Term, PMC Sierra shall not directly or indirectly develop
or commercialize a product with competing functionality to the
functionality as Peerless Intellectual Property.
Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission
3
5. Ownership and Restrictions of Intellectual Property Rights
5.1. Nothing in this Agreement transfers ownership of any pre-existing
Intellectual Property from one party to the other.
5.1.1. The intent of this clause is to preserve original ownership
rights to a body of Intellectual Property in the event that
modifications or improvements are made to such Intellectual
Property. It is also the intent of this clause to allow
PMC-Sierra the rights to create new products using Peerless
native Intellectual Property in such a way as to keep the
Peerless native Intellectual Property intact. With respect to
any Intellectual Property to which rights to make
improvements, modifications, or revisions have been granted,
any improvements, modifications, or revisions of any
pre-existing Intellectual Property, or any other form in
which such pre-existing may be recast, transformed, or
adapted, (each a "Derivative Work") shall be the sole
property of the owner of the pre-existing Intellectual
Property. If the party making the Derivative Work can by law
or otherwise retain any rights to such Derivative Work, such
party agrees to assign (and upon creation thereof hereby
automatically assigns), without further consideration, all
worldwide right, title and interest, including without
limitation all Intellectual Property rights of any kind, in
and to such Derivative Works to the party that owns the
underlying or pre-existing Intellectual Property. However,
should either party develop Intellectual Property which can
be reduced in practice to operate without the use of the
other party's existing Intellectual Property, the developer
of the new Intellectual Property shall be the sole owner of
such new Intellectual Property.
5.1.2. Notwithstanding Section 5.1.1, in the event that PMC-Sierra
creates additions or modifications resulting in a Derivative
Work based upon Peerless pre-existing Intellectual Property,
Peerless shall grant to PMC-Sierra an exclusive license, with
no right to sublicense, to the Derivative Work in conjunction
with any license grant to the pre-existing Intellectual
Property. Peerless shall be prohibited from using any
Derivative Work or distributing any Derivative Work to any
other party for the purposes of developing any new products
or devices without the express written permission of
PMC-Sierra. Additionally, PMC-Sierra will have the right to
use any Derivative Work in subsequent or future devices under
the terms of the license agreements to be negotiated as
addendums to this agreement.
The grant of such a license shall in no way change the
ownership of the modification, or the preexisting
Intellectual Property underlying the modification, or any
Derivative Works thereof made prior to the grant of the
specific exclusive license.
Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission
4
5.2. Any Intellectual Property developed or created during the course of
the Development, other than Derivative Works, ("New IP") will be
owned in accordance with the as follows:
5.2.1. New IP jointly developed by PMC-Sierra and Peerless will be
jointly and equally owned by PMC-Sierra and Peerless. Each
party will have the right to exploit such jointly owned New
IP without accounting or incurring any other obligations to
the other party. When a filing shall be made to register such
New IP, such as a patent or copyright, the filing party shall
inform the other party in advance and the other party given
the opportunity to share the expenses equally and with its
participation shall retain joint ownership of the
Intellectual Property rights. Otherwise, ownership rights
shall pass to the filing party and the other party shall
receive a perpetual, world wide, royalty free, non-exclusive
license to the New IP. If any infringement of joint
Intellectual Property is brought to the attention of either
party, such party shall notify the other party and the
parties will cooperate in good faith to address the
prosecution of the alleged infringer.
5.2.2. New IP independently developed by either party without
reference to the other party's technical information will be
solely owned by the party who develops or acquires such
Intellectual Property rights.
5.3. Notwithstanding any of the foregoing, any Third Party Product will
remain the property of such third party.
5.4. Peerless has the rights to sell all its existing Intellectual
Property to anyone.
5.4.1. Existing Intellectual Property of Peerless includes, without
limitation, SW, HW RTL code and vectors which Peerless owns,
including the Peerless Intellectual Property components used
inside the QP2040.
5.4.2. Existing Intellectual Property does not include the QP2040
device and tooling, each of which PMC-Sierra owns.
5.5. Peerless has the rights to license or sell its rights to any
PMC-Sierra funded Peerless-developed New IP to anyone after *** from
the Date of this signed Agreement.
5.5.1. Such New IP includes, without limitation, any SW or HW code
or vectors which Peerless develops as a result of PMC-Sierra
design services funding and which Peerless owns.
5.5.2. Such New IP does not include the QP2040 device or tooling,
Bluestone device or tooling or other future PMC device or
tooling, each of which PMC-Sierra owns.
Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission
5
6. Term of the Development
6.1. The term of the Development will commence on January 1, 2006 and,
unless terminated earlier as provided in this Section 6, continue
through completion of the Development.
6.2. During the course of this Agreement, if both parties decide to
proceed with a joint chip development effort in addition to the
Bluestone device, the terms of this Agreement can be extended by
mutual consent to cover the subsequent development effort.
6.3. The initial period of the Development, starting on January 2, 2006
and ending by April 15, 2006 or later by mutual consent of both
parties , shall be used by the parties to determine the feasibility
of the Development (the "Feasibility Period"). If PMC-Sierra
determines at any time during the Feasibility Period to terminate
the Development, PMC-Sierra may do so without payment of any
cancellation fees to Peerless. During the three month period after
the end of the Feasibility Period, Peerless will staff to the agreed
upon plan to work on the Development (the "Ramp Up Period"). If
PMC-Sierra elects to terminate the Development during the Ramp Up
Period, PMC-Sierra shall compensate Peerless in the amount of *** of
the amount it would have paid Peerless for three months following
cancellation of the Development. For example, if Peerless had six
engineers applied to the project at the time of cancellation,
PMC-Sierra would reimburse Peerless the cost for three engineers for
the three months after the cancellation date. If PMC-Sierra cancels
the Development after the Ramp Up Period, PMC-Sierra shall pay
Peerless three months of compensation based upon the number of
Peerless personnel then staffed on the Development (using the
previous example, this would be payment for six engineers for three
months.)
6.4. In the event that Peerless elects to cancel this Agreement for its
convenience, PMC-Sierra will have the right, subject to the separate
license agreement(s), to use the Intellectual Property provided by
and developed by Peerless relating to the Development (any Third
Party Products shall continued to be provided to the extent
permitted in the applicable third party agreements). PMC-Sierra will
have no obligation to pay Recurring License Fees or other applicable
royalties on the Peerless hardware proprietary products or hardware
Intellectual Property which ship in the Bluestone product (Recurring
License Fees or other applicable royalties will continue with
respect to any Third Party Products). PMC-Sierra will also have no
obligation to pay Recurring License Fees for the PDS software as
used in the Bundled Product. Any other Peerless proprietary products
or Intellectual Property or Third Party Products not shipping in
PMC-Sierra's Bluestone product will be returned to Peerless
immediately upon cancellation. Peerless will also be obligated to
pay PMC-Sierra a sum equal to the cancellation fee that would be due
to Peerless if PMC-Sierra had decided to cancel this Agreement for
its convenience at the same point in the Development.
Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission
6
7. Change of Control.
If Peerless receives a written term sheet from a party or entity for the
change of control of Peerless by merger or acquisition of the entire
assets or outstanding voting securities of Peerless, Peerless will within
three (3) business days after determining that such written term sheet is
acceptable to Peerless inform PMC-Sierra of such event in writing.
Peerless will have no obligation to disclose the identity of the party or
entity making the offer to PMC-Sierra. PMC-Sierra acknowledges that such
information will be confidential and material non-public information.
8. Transferability.
8.1 Each party agrees that in the event a party is acquired within a
period of the earlier of (a) *** from the date of this Agreement; or
(b) availability of RTP (Release To Production) silicon utilizing
the Peerless Intellectual Property set forth in Annex B or relates
to the Bundled Product, which is defined herein as
"Peerless-acquired Technology", ("Minimum Performance Period"), the
acquiring party shall assume the terms and obligations under this
Agreement during the Minimum Performance Period. In the event the
acquirer fails to do so and materially and intentionally breaches
this Agreement, the non-breaching party shall be entitled to ***.
Further, in the event of such material and intentional breach,
notwithstanding anything to the contrary herein, *** and the
acquiring party shall not offer *** during the Minimum Performance
Period. Further, in the event the acquiring party offers *** during
the Minimum Performance Period following such material and
intentional breach, the parties agree that such violation or
threatened violation of this Agreement shall ***.
8.2 In the event of breach by Peerless' acquirer under Section 8.1,
PMC-Sierra will continue to have the right, subject to the separate
license agreement(s), to use the Intellectual Property provided by
and developed by Peerless relating to the Development (any Third
Party Products shall continue to be provided to the extent permitted
in the applicable third party agreements). Further, PMC-Sierra would
be allowed to unbundle the Bluestone device from the PDS software as
used in the Bundled Product. Finally, PMC-Sierra shall return all
other Peerless proprietary products or Intellectual Property or
Third Party Products not shipping in PMC-Sierra's QP2040 and
Bluestone product to Peerless.
8.3 In the event of breach by Peerless' acquirer under Section 8.1,
PMC-Sierra will have no obligation to pay Recurring License Fees or
other applicable royalties on the Peerless hardware proprietary
products or hardware Intellectual Property which ship in the
Bluestone product (Recurring License Fees or other applicable
royalties will continue with respect to any Third Party Products).
PMC-Sierra will also have no obligation to pay Recurring License
Fees for the PDS software as used in the Bundled Product.
Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission
7
9. Revenue Sharing
For deals developed by PMC-Sierra that include designated Peerless
software and/or designated Third Party Products, Peerless will pay to
PMC-Sierra a rate to be negotiated in a separate agreement, ***.
Compensation to PMC-Sierra *** by Peerless for deals developed by
PMC-Sierra involving designated Peerless software and/or designated Third
Party Products will also be negotiated in a subsequent separate agreement.
Payments will continue for *** after the effective date of each third
party licensing arrangement. The parties anticipate that the following
Peerless software will be designated for the purposes of these separate
agreements:
***
Compensation will be paid to PMC-Sierra with respect to those software
components for which PMC-Sierra procured the customer and not with respect
to any other software components, products or services (including, without
limitation, engineering, maintenance and support services). PMC-Sierra
will not be paid a commission or recurring fee on the revenue received by
Peerless for the ***.
10. Prohibition Against Disclosure or Misuse of Confidential Information.
Neither party nor any of its representatives or agents shall (i) disclose
to any third party any confidential or proprietary information about the
business activities or any of the transactions contemplated by this
Agreement, except as required by applicable law or (ii) use any
confidential or proprietary information of the other party obtained in
connection with this Agreement or the Development for any purposes other
than in connection with Development. The parties agree that any breach of
the prohibition against the disclosure of confidential or proprietary
information may cause irreparable injury and that any remedy at law for
the breach may be inadequate. Therefore, the parties agree that in the
event of any breach of this provision, the non-breaching party shall be
entitled to obtain injunctive relief without having to prove that actual
damages resulted from the breach. This injunctive relief is in addition to
all other legal and equitable remedies to which a party may be entitled.
11. Public Disclosures.
The parties shall consult with each other and must agree as to the timing,
content, and form before issuing any press release or other public
disclosure related to this Agreement or any transaction contemplated by
this Agreement. However, this does not prohibit either of them from making
a public disclosure regarding this Agreement and the transactions
contemplated by this Agreement if, in the opinion of its legal counsel,
such a disclosure is required by law, subpoena or court order. The party
making the disclosure pursuant to law, subpoena or court order shall take
reasonable actions to protect the confidentiality of this information to
the greatest extent possible, including without limitation seeking a
protective order or an order of confidentiality.
Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission
8
12. Expenses.
The parties each shall be solely responsible for expenses that it incurs
in connection with the negotiation of this Agreement.
13. No Conflicting Agreement.
Each party hereto represents and warrants that such party is not a party
to any contract, agreement or understanding with any other party which
would prevent such party from entering into this Agreement.
14. Relationship of the Parties.
The parties agree that they are independent contractors and that this
Agreement does not establish or create and shall not be interpreted as
establishing or creating a joint venture, partnership, franchise or other
formal or informal business organization of any kind. No person or entity
other than the parties to this Agreement shall have any rights hereunder.
15. Disclaimer.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, PMC SIERRA AND PEERLESS EACH
DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS OR USE FOR A PARTICULAR PURPOSE,
TITLE AND NON-INFRINGEMENT. THE MATERIALS AND SERVICES PROVIDED BY EACH
PARTY ARE PROVIDED "AS IS."
16. Limitation of Liability.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT,
SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOSS OF
PROFITS, OR INTERRUPTION OF BUSINESS, WHETHER SUCH ALLEGED DAMAGES ARE
LABELED IN TORT, CONTRACT OR INDEMNITY, EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. These limitations shall not
apply to damages associated with violations of the provisions protecting
confidential information or from unauthorized use of the other party's
Intellectual Property rights or to any claims asserted by third parties
which give rise to a right of contractual or equitable indemnification.
17. Interpretation
This Agreement has been jointly negotiated by the parties and their
respective counsel and will be interpreted fairly in accordance with its
terms and without any strict construction in favor of or against either
party
Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission
9
18. Entire Agreement.
This Agreement and any other written documents signed by both parties that
make specific reference to amending this Agreement constitute the entire
agreement between the parties with respect to the subject matter of this
Agreement, and supersede all prior discussions and agreements between the
parties relating to the subject matter hereof. This Agreement may be
executed in counterparts, each of which shall be enforceable against the
parties actually executing such counterparts, and all of which together
shall constitute one instrument.
19. Governing Law.
This Agreement shall be governed by and construed in accordance with the
laws of the State of California, without giving effect to the conflicts of
law principles thereof.
20. Notices.
All notices shall be in writing, sent in a manner that generates a
reliable written receipt, and is addressed to the attention of the
individual signatories of this Agreement on behalf of the parties. Notice
will be deemed given: (i) upon delivery if personally delivered; (ii) when
written receipt is signed if sent by certified or registered mail, postage
prepaid, (iii) upon receipt of confirmation if sent by facsimile, or (iv)
three business days after provided to a recognized overnight delivery or
courier service, properly addressed in accordance with this Section.
Notices will be sent to the persons and addresses set forth below, as they
may be changed by the parties from time to time by written notice to the
other.
All notices to PEERLESS shall be sent to:
Peerless Systems Corporation Tel: (310)297-3275
2381 Rosecrans Avenue FAX: (310)536-0908
El Segundo, CA 90245 FAX: (310)727-3623
Attention: Cary Kimmel email:
ckimmel@peerless.com
All notices to PMC-Sierra shall be sent to:
PMC-Sierra Tel:
Mission Towers One FAX:
3975 Freedom Circle
Santa Clara, CA 95054 email:
Attention: Steve Perna
Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission
10
Please sign and date this Agreement and return a copy to us to confirm our
mutual understandings and binding agreement. This Agreement shall not be binding
on either party if not signed and returned by you.
Very truly yours,
/s/ HOWARD J. NELLOR
Howard J. Nellor, President and CEO
Peerless Systems Corporation
AGREED TO AND ACCEPTED:
PMC-Sierra, Inc.:
By: /s/ ROBERT L. BAILEY
Name: Robert L. Bailey
Title: Chairman & CEO
Date: March 27, 2006
Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission
11
ANNEX A
DEFINED TERMS
"ASSP" means Application Specific Standard Product.
"Derivative Work" means any improvements, modifications or revisions of any
pre-existing Intellectual Property, or any other form in which such pre-existing
Intellectual Property may be recast, transformed, or adapted.
"Feasibility Period" has the meaning set forth in Section 6.3.
"Intellectual Property" shall mean (i) all inventions (whether or not patentable
and whether or not reduced to practice), all improvements thereto, and all
patents, patent applications, and patent disclosures, together with all
reissuances, divisions, continuations, continuations-in-part, revisions,
renewals, extensions, and reexaminations thereof, (ii) all registered and
unregistered trademarks, service marks, trade dress, logos, trade names, and
corporate names, together with all translations, adaptations, derivations, and
combinations thereof and including all goodwill associated therewith, and all
applications, registrations and renewals in connection therewith, (iii) all
works of authorship, including, but not limited to, all mask work rights and
copyrightable works, all copyrights, all applications, registrations and
renewals in connection therewith, and all moral rights, (iv) all trade secrets
and confidential information (including, but not limited to, research and
development, know-how, processes, methods, techniques, technical data,
architectural and layout designs, drawings, specifications, customer and
supplier lists, pricing and cost information, and business, technical and
marketing plans and proposals), (v) all other Intellectual Property and
proprietary rights, and (vi) all copies and tangible embodiments of all of the
foregoing (i) through (v) in any form or medium throughout the world.
"New IP" has the meaning set forth in Section 5.2.
"Peerless" means Peerless Systems Corporation.
"PDS" means Peerless Drawing Services
"PMC-Sierra" means PMC-Sierra Corporation.
"Ramp Up Period" has the meaning set forth in Section 6.3.
"Third Party Products" means any proprietary products or Intellectual Property
owned by third parties (including, but not limited to, Adobe PostScript and
Novell Netware).
Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission
12
ANNEX B
SPECIFIED HARDWARE INTELLECTUAL PROPERTY
***
Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission
13