Exhibit 10.32
LICENSE SOFTWARE ADDENDUM #7
to
MASTER TECHNOLOGY LICENSE AGREEMENT
between
KONICA CORPORATION
and
PEERLESS SYSTEMS(R) CORPORATION
Confidential treatment has been requested for portions of this exhibit. The
copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *. A complete version of this exhibit has
been filed separately with the Securities and Exchange Commission.
KONICA/PEERLESS Licensed Software Addendum #7 CONFIDENTIAL
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LICENSED SOFTWARE ADDENDUM #7 TO
MASTER TECHNOLOGY LICENSE AGREEMENT
DATED JANUARY 16, 2000
This Licensed Software Addendum #7 ("this LSA #7") is entered into as of January
1, 2002 (the "Effective Date") by and between KONICA Corporation, a Japanese
corporation ("KONICA") and PEERLESS Systems(R) Corporation, a Delaware
corporation ("PEERLESS"), pursuant to the provisions of the Master Technology
License Agreement between those Parties dated January 16, 2000 (the "MTLA").
That MTLA provides that KONICA may license certain Licensed Products from
PEERLESS pursuant to one or more Addenda to the MTLA executed by KONICA and
PEERLESS. This LSA #7 is hereby made part thereof, and the terms and conditions
of the MTLA are incorporated by reference herein. This LSA #7 includes the
following Exhibits:
Exhibit A - Description of License Granted
Exhibit B - Specifications
Exhibit C - Payments and Payment Terms
IN WITNESS WHEREOF, the Parties hereto have executed this LSA #7 as of the
Effective Date:
KONICA CORPORATION PEERLESS SYSTEMS CORPORATION
By: By:
/s/ Yoshiaki Ando /s/ Ron Davis
- ---------------------------------------- --------------------------------
(Authorized Signature) (Authorized Signature)
Name: Yoshiaki Ando Name: Ron Davis
Title: General Manager of Planning Title: Vice President of Sales
Department: Business Machines Sales and
Marketing Division
Date: January 29, 2002
Date: January 29, 2002
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Final (January 25, 2002) Page 1 of 14 Initials: PEERLESS___; KONICA_____
KONICA/PEERLESS Licensed Software Addendum #7 CONFIDENTIAL
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LICENSED SOFTWARE ADDENDUM #7
1.0 DEFINITIONS. All capitalized terms used herein shall have the meaning
specified in this LSA #7 or, if not defined herein, then the meaning specified
in the MTLA. For terms that are defined in this Section 1 and in the MTLA, the
definitions provided herein shall govern for all purposes hereof.
1.1 "Derivative Product", with respect to any hardware product, means the main
body of an Authorized KONICA Device incorporating PEERLESS Material and any
other components which shall be bundled with and be contained in a package with
the main body of product at the time of KONICA's shipment of that Authorized
KONICA Device to KONICA's customer.
1.2 "Derivative Work (s)" with respect to any computer program, means (i) for
copyrightable or copyrighted material that is based upon one or more preexisting
works, such as a revision, modification, translation, abridgment, condensation,
expansion, or any other form in which such preexisting works maybe recast,
transformed, or adapted; (ii) for patentable or patented material, any
improvement thereon; and (iii) for material which is protected by trade secret,
any new material derived from such existing trade secret material, including new
material which may be protected by copyright, patent and/or trade secret, and
that, if prepared without authorization of the owner of the copyright, patent
and trade secret in such preexisting work, would constitute a infringement. For
purposes hereof, a Derivative Work shall also include any compilation that
incorporates such a preexisting work.
1.3 "Machine Executable Copy" includes anything designated as such under the
MTLA and, without limiting the foregoing, any object code, machine executable
version of any Derivative Work of any Current Release or Update Release licensed
to KONICA under this LSA #7.
1.4 "PEERLESS Materials" includes anything designated as such under the MTLA
and, without limiting the foregoing, any of the foregoing incorporated in or
underlying any Derivative Work created pursuant to Section 2 of this LSA #7.
1.5 "Source Materials" means any Source Code and any related documentation or
materials for the Current Release(s) or for any Update Release, including
without limitation any such code or materials incorporated in underlying any
Derivative Work created pursuant to Section 3 of this LSA #7.
1.6 "Source Code" means Code in programming languages such as "C" and Fortran
which when processed by a compiler, assembler or interpreter become executable
by a computer, including all comments and procedural code (e.g., job control
language (JCL) statements), plus all related development documents (e.g., flow
charts, schematics, statements of principles of operations, end-user manuals,
architectural standards, and any other specifications that are used to create or
that comprise the Code).
1.7 "Source License" means the rights granted pursuant to Sections 2 and 3 of
this LSA #7.
2.0 ADDITIONAL LICENSE GRANTED. The licenses granted pursuant to this LSA #7 are
set out in Exhibit A attached hereto.
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Final (January 25, 2002) Page 2 of 14 Initials: PEERLESS___; KONICA_____
KONICA/PEERLESS Licensed Software Addendum #7 CONFIDENTIAL
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Each Derivative Work, if (1) it is to be incorporated in and distributed in a
new product other than the Roman and Japanese versions of the IP-601, PS-361,
IP-304, PS-332, IP-511, PS-351; IP-431, PS-342, IP-421, PS-341, IP-601M,
PS-361M, IP-422, PS-343, IP-602, PS-362, IP-432, PS-344, IP-423, PS-345, or (2)
if it is to be incorporated in and distributed in previously Authorized KONICA
Devices, or (3) if it is to be incorporated in and distributed in an option
thereto to the aforementioned enumerated Authorized KONICA Devices, requires the
development of a separate License Software Addendum. The Derivative Work(s) of
the Licensed Products licensed herein this License Software Addendum #7
currently are limited to use in Object Code format only in the Authorized KONICA
Devices set out in Exhibit A.
3.0 DELIVERABLES. KONICA agrees that PEERLESS has transmitted to an Authorized
KONICA Facility all applicable Source Code and related standard documentation
for each Current Release. PEERLESS has no further responsibilities associated
with deliverables. PEERLESS shall have no obligation hereunder to port any
Update Release provided hereunder.
4.0 TERM AND TERMINATION. The term of this LSA #7 shall be contemporaneous with
the term of the License under the MTLA.
5.0 INDEMNIFICATION. KONICA shall have the right, subject to the MTLA and this
LSA #7, to control its development, manufacturing and marketing efforts.
Accordingly, KONICA shall, except to the extent that PEERLESS has indemnified
KONICA pursuant to the MTLA, indemnify and hold PEERLESS harmless from any and
all losses or damages (including without limitation attorneys' fees and costs
and all third party claims or demands of any type whatsoever) arising out of,
incurred in connection with or relating to the KONICA's development,
manufacturing and marketing of Authorized KONICA Devices.
6.0 PROPRIETARY RIGHTS AND CONFIDENTIALITY
6.1 PEERLESS shall own all title and proprietary rights, including without
limitation copyrights, patents and trade secret rights, in any PEERLESS
Materials, including without limitation any portion thereof incorporated in or
underlying any Derivative Work created by KONICA, and any part or copy of any of
the foregoing in any form or media.
6.2 In the case of all Derivative Works, PEERLESS shall continue to own the
underlying Code and all proprietary rights thereto, and shall own the Derivative
Work as a whole and all proprietary rights thereto. PEERLESS shall own such
modifications per se and all proprietary rights thereto. KONICA shall have the
right and license to use such modifications per se, in Source Code or Object
Code format to the same extent it is licensed to use the Code in such respective
formats as set forth elsewhere in the MTLA and this LSA #7. The foregoing
ownership rights are subject to the Licenses set forth herein. Rights not
expressly granted to the KONICA hereunder are reserved by the PEERLESS.
Accordingly, KONICA has the right to develop its own modifications to the
PEERLESS Source Code, either by itself or through PEERLESS. The right to
manufacture and distribute such modified code (i.e., a Derivative Work) in
Object Code format requires a separate Licensed Software Addendum to be executed
by the Parties.
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Final (January 25, 2002) Page 3 of 14 Initials: PEERLESS___; KONICA_____
KONICA/PEERLESS Licensed Software Addendum #7 CONFIDENTIAL
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Without limiting the foregoing, KONICA shall own all title and proprietary
rights in any pre-existing KONICA intellectual property that KONICA contributes
to any such Derivative Work.
6.3 Without limiting any of KONICA's obligations of confidentiality imposed
pursuant to the MTLA, KONICA shall (i) specifically require any employee and
contractor of KONICA to execute KONICA's standard confidentiality and
non-disclosure agreement(s) content of such agreement to be subject to PEERLESS'
approval, which shall not be unreasonably withheld; (ii) notify PEERLESS
promptly and in writing of any circumstances of which KONICA has knowledge
regarding any possible use of or access to any Confidential Information or any
part thereof by any unauthorized person or entity; and (iii) take and allow
PEERLESS to take, at KONICA's expense but under PEERLESS' control, any legal or
other action necessary to prevent or stop the access to or use of the
Confidential Information by an person or entity that has gained access to the
Confidential Information due to the fault or negligence of KONICA or any breach
by KONICA of the MTLA or this LSA #7.
6.4 Any breach by KONICA of any of its obligations under this Section 6.0 shall
be considered to be a Default of the provisions of the MTLA.
7.0 AUDIT RIGHTS. PEERLESS shall have the right, upon one (1) business day's
prior notice, to have one (1) of its employees walk through and inspect any
Authorized KONICA Facility to determine whether KONICA employs adequate security
procedures as required in Paragraph 6.3 of this LSA #7.
///End
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Final (January 25, 2002) Page 4 of 14 Initials: PEERLESS___; KONICA_____
KONICA/PEERLESS Licensed Software Addendum #7 CONFIDENTIAL
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EXHIBIT A - DESCRIPTION OF LICENSE GRANTED
1.0 Source License Granted: Without limiting any of KONICA's rights under the
MTLA and upon payment of the fees set out herein, PEERLESS grants to KONICA a
non-exclusive, non-assignable and non-transferable license to use and make no
more than five (5) copies of any Source Materials which KONICA has already been
delivered to KONICA pursuant to this LSA #7 solely for the purposes of (i)
creating source code versions of Derivative Works of any Current Release or any
Update Release, (ii) creating Machine Executable Copies using any development
environment or compiler of which PEERLESS may approve in writing, which approval
shall not be unreasonably withheld, and (iii) providing maintenance, support or
similar services in connection with any Machine Executable Copies distributed
under the MTLA. KONICA may store and use the Source Materials only at the
Authorized KONICA Facilities located at located at Konica Systems Technology
Center, 5701 Skylab Drive, Huntington Beach, CA 92647.
1.1 Licensed Products:
1.1.1 PEERLESS Software Developer's Kit (SDK) containing Adobe Systems
Incorporated PostScript(R)3(TM)in Object Code form. Current Release.
Licenses and fees for Adobe PostScript(R)3(TM) and Postscript(R)
fonts are included in this license and all fees associated thereto
will be paid directly to PEERLESS by KONICA.
1.1.2 PEERLESS Software Developer's Kit (SDK) containing Adobe Systems
Incorporated PostScript(R)3(TM)Drivers in Object Code form. Current
Release.
Licenses associated thereto will be paid directly to PEERLESS by
KONICA.
2.0 Object License Granted; Upon payment of the fees set out herein, PEERLESS
grants to KONICA a non-exclusive, non-assignable and non-transferable license to
use and distribute the PEERLESS Proprietary Software Products in object code
format in the Authorized KONICA devices set out in paragraph 2.1 below.
2.1 Authorized KONICA Devices: KONICA is authorized to use the PEERLESS
Licensed Products in Object Code format only solely in the following
Authorized KONICA Devices:
2.1.1 IP-431 Series (including Japanese version, Roman and Kanji
PostScript Option Kit PS-342).
2.1.2 IP-304 Series (including Japanese version, Roman and Kanji
PostScript Option Kits PS-332).
2.1.3 IP-601 Series (including IP-601 Japanese version and IP-601M Roman
and Japanese version, Roman and Kanji PostScript Option Kits PS-361 and
PS-361M).
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Final (January 25, 2002) Page 5 of 14 Initials: PEERLESS___; KONICA_____
KONICA/PEERLESS Licensed Software Addendum #7 CONFIDENTIAL
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2.1.4 IP-511 Series (including Japanese version, Roman and Kanji
PostScript Option Kits PS-351).
2.1.5 IP-421 Series (including IP-421 Japanese version and IP-422 Roman
and Japanese version, Roman and Kanji PostScript Option Kits PS-341 and
PS-343).
2.1.6 IP-602 Series (including IP-602 Japanese version and IP-602 Roman
and Japanese version, Roman and Kanji PostScript Option Kit PS-362).
2.1.7 IP-432 Series (including IP-432 Japanese version and IP-432 Roman
and Japanese version, Roman and Kanji PostScript Option Kit PS-344).
2.1.8 EP-423 Series (including IP-423 Japanese version and IP-423 Roman
and Japanese version, Roman and Kanji PostScript Option Kit PS-345).
3.0 Other Licenses: Licenses and fees for PCL fonts and font scaling technology
must be negotiated with, and paid directly to, Bitstream, Inc. or Agfa
Corporation.
///End
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Final (January 25, 2002) Page 6 of 14 Initials: PEERLESS___; KONICA_____
KONICA/PEERLESS Licensed Software Addendum #7 CONFIDENTIAL
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EXHIBIT B - PRODUCT SPECIFICATIONS
1.0 Authorized KONICA Device Specifications: A KONICA specification document is
being prepared by KONICA, and when issued and accepted by PEERLESS, said
document shall be attached to this LSA #7 in its entirety and hereby
incorporated herein by this reference.
2.0 Deliverables: KONICA agrees that this LSA #7 requires no additional
deliverables or obligations from or on the part of PEERLESS. It is further
agreed that this LSA #7 does not obligate PEERLESS to provide any further
services.
3.0 Test Plans: Unless otherwise stated herein, KONICA shall test the Authorized
KONICA Device, including but not limited to any Revised Object or certified
Revised Object previously modified by PEERLESS for conformity with the Adobe
Certification Test Suite in accordance with the following procedures. PEERLESS
shall monitor and verify such KONICA testing. PEERLESS certification services
are not covered under this LSA #7 and will require additional payment from
KONICA.
3.1 Test Plan. KONICA shall notify PEERLESS at least one hundred * (*) days
prior KONICA's First Commercial Shipment of the Authorized KONICA Device. At
such time, KONICA shall provide initial versions of any applicable PPD Files,
and any other checklists or specification information requested by PEERLESS.
Based on such information, PEERLESS will request that Adobe creates a test plan
specifying the testing to be performed by KONICA to meet Adobe's certification
criteria. If the Authorized KONICA Device that contains the Licensed Products is
one of a family of products with substantially similar functionality and
features, Adobe may choose to identify a subset of these Authorized KONICA
Devices on which to perform testing for conformance with the acceptance
criteria.
3.2. KONICA Testing. Prior to submission of Authorized KONICA Device to Adobe
for certification in accordance with the terms hereof, KONICA shall test the
Authorized KONICA Device for conformity with the Adobe Certification Test Suite
in accordance with the test plan provided by Adobe. After successful completion
of such testing, KONICA shall provide PEERLESS with a comprehensive report of
the test results of such testing which will include all printer output and other
test results, and a pre-production release of the Revised Object or proposed
Authorized KONICA Device that generated the test results. KONICA shall supply
PEERLESS with a declaration signed by an authorized representative of KONICA
certifying to the effect that it has run, the Adobe Certification Test Suite in
accordance with the test plan supplied by Adobe and that the results provided to
PEERLESS for review are accurate and complete.
3.3. Adobe Certification. Adobe shall have * (*) business days following
PEERLESS' delivery of the test results to Adobe, to determine from its review of
such test results whether the Authorized KONICA Device (a) conforms to the
applicable Adobe Certification Test Suite and any other tests or procedures
specified in the test plan, and (b) produces output meeting Adobe's quality
standards, as reasonably determined by Adobe from time to time.
Thereupon PEERLESS shall notify KONICA in writing either that Adobe certifies
the Authorized KONICA Device or has elected to submit the Authorized KONICA
Device to further testing and certification before it can be approved for First
Commercial Shipment of a Licensed
* Confidential treatment has been requested for portions of this exhibit. The
copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *. A complete version of this exhibit has
been filed separately with the Securities and Exchange Commission.
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Final (January 25, 2002) Page 7 of 14 Initials: PEERLESS___; KONICA_____
KONICA/PEERLESS Licensed Software Addendum #7 CONFIDENTIAL
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System. In the event Adobe has to run a full Quality Assurance testing cycle,
KONICA shall supply PEERLESS with all of the necessary Loaned Equipment,
maintenance services and consumables required by Adobe to conduct such
certification testing, including the applicable Object Code and any updated
versions thereof in a timely manner as the updated versions become available.
Alternatively, Adobe may request that it conduct such testing at PEERLESS' or
KONICA's site subject to KONICA paying Adobe's reasonable fees and travel
expenses resulting from such on-site testing. Upon Adobe's determining that the
Authorized KONICA Device does not conform to the Adobe Certification Test Suite
and any other tests or procedures specified in the test plan, or that the test
output fails to meet Adobe's quality standards, PEERLESS shall provide to KONICA
a report identifying the failure. KONICA shall use reasonable efforts to
promptly correct any nonconformity and resubmit the Authorized KONICA Device for
re-testing. This process shall continue until Adobe certifies the Authorized
KONICA Device. KONICA be subject to a re-testing charge of U.S.$* (* dollars)
for each re-test.
3.4 Adobe Testing Schedule. If testing is required by Adobe, PEERLESS and KONICA
will use their best efforts to complete certification activities within a 4
(four) week period.
* Confidential treatment has been requested for portions of this exhibit. The
copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *. A complete version of this exhibit has
been filed separately with the Securities and Exchange Commission.
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Final (January 25, 2002) Page 8 of 14 Initials: PEERLESS___; KONICA_____
KONICA/PEERLESS Licensed Software Addendum #7 CONFIDENTIAL
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EXHIBIT C - PAYMENTS AND PAYMENT TERMS
1.0 PER UNIT LICENSE FEES:
For each Authorized KONICA Device shipped pursuant to this LSA #7, and in LSA #4
(as defined in Exhibit A sections 2.1.3 and 2.1.4), and in LSA #3 (as defined in
Exhibit A section 2.1.1) and in LSA #2 (as defined in Exhibit A section 2.1.2)
and, LSA #I(as defined in Exhibit A section 2.1.5), KONICA shall pay to PEERLESS
a non-refundable, non-transferable and non-creditable Per Unit License Fee. The
amount of the Per Unit License Fee for each Derivative Product developed
hereunder shall be set forth in a separate Licensed Software Addendum prior to
the time that the Derivative Product begins shipment.
License Fees for the PCL fonts and font scaling technology are not included in
the Per Unit License Fees outlined above. These fees must be negotiated with,
and paid directly to, the Agfa Corporation. All pricing for Adobe
PostScript(R)3(TM) and Postscript(R) fonts are covered under this LSA #7 and
shall be paid directly to PEERLESS by KONICA.
2.1 LICENCE FEES: The recurring Per Unit License Fee is the fee that PEERLESS
charges KONICA for the right to use PEERLESS' Licensed Products and its hardware
design in each Authorized KONICA Device shipped by KONICA, and is detailed in
Table 1 below. The Adobe PostScript(R) fees are inclusive of Adobe Roman fonts
and drivers. Per Unit License Fees for Adobe compatible Kanji fonts are listed
in Paragraph 2.2 herein.
The following Per Unit License Fees, for the listed Authorized KONICA Devices,
are inclusive of fees associated tandem connections.
TABLE 1- PER UNIT LICENSE FEES (U.S. DOLLARS)
-----------------------------------------------------
KONICA AUTHORIZED DEVICE Adobe PostScript(R)3(TM) as
option (inclusive of
Drivers
-----------------------------------------------------
IP-601/IP-601M N/A
-----------------------------------------------------
IP-601J/IP-601MJ $*
-----------------------------------------------------
PS-361/PS-361M $*
-----------------------------------------------------
PS-361J/PS-361MJ $*
-----------------------------------------------------
IP-304 N/A
-----------------------------------------------------
PS-332 $*
-----------------------------------------------------
PS-332J $*
-----------------------------------------------------
IP-511 N/A
-----------------------------------------------------
PS-351 $*
-----------------------------------------------------
PS-351J $*
-----------------------------------------------------
IP-431 N/A
-----------------------------------------------------
PS-342 $*
-----------------------------------------------------
PS-342J $*
-----------------------------------------------------
IP-421/IP-422 N/A
-----------------------------------------------------
PS-341/PS-343 $*
-----------------------------------------------------
PS-341J/PS-343J $*
-----------------------------------------------------
* Confidential treatment has been requested for portions of this exhibit. The
copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *. A complete version of this exhibit has
been filed separately with the Securities and Exchange Commission.
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Final (January 25, 2002) Page 9 of 14 Initials: PEERLESS___; KONICA_____
KONICA/PEERLESS Licensed Software Addendum #7 CONFIDENTIAL
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---------------------------------------------------
IP-602 N/A
---------------------------------------------------
IP-602J $*
---------------------------------------------------
PS-362 $*
---------------------------------------------------
PS-362J $*
---------------------------------------------------
IP-432 N/A
---------------------------------------------------
PS-344 $*
---------------------------------------------------
PS-344J $*
---------------------------------------------------
PS-345J $*
---------------------------------------------------
PS-345 $*
---------------------------------------------------
2.2 INCREMENTAL PER UNIT LICENSE FEES FOR KANJI FONTS: In addition to the
recurring Per Unit License Fees enumerated in Paragraph 2.1 hereinabove, for
each Authorized KONICA Device contain Adobe PostScript(R) Kanji fonts, KONICA
will pay to PEERLESS the following recurring Per Unit License Fees:
2.2.1 PS-362J, IP-601J, PS-361J, PS-361MJ, PS-351J, and PS-332J. Base
requirement of * (*) Morisawa fonts, U.S.$ * (* dollars) per unit.
2.2.2 PS-344J, PS-345J, PS-342J, PS-341J and PS-343J. Base requirement
of * (*) Heisei fonts, U.S.$ * (* dollars) per unit.
2.3 OTHER LICENSE FEES: PEERLESS agrees that there is no additional Per Unit
- -License Fee for the PSIO Interface so long as it is used with network interface
cards (NICs) that are licensed from PEERLESS, Emulex or net/Silicon. KONICA
agrees to notify PEERLESS in writing of its agreement with a NIC provider and
identify it to PEERLESS. However, If KONICA uses NICs from a source other than
PEERLESS, Emulex or net/Silicon, a Per Unit License of *% of the NICs
Manufacturer's Suggested Retail Price will be charged to KONICA for the use of
the PSIO interface. If KONICA would like third parties to develop NICs for the
KONICA printers, the third parties should contact PEERLESS to make arrangements
to license the PSIO interface.
2.4 OTHER PROVISIONS: KONICA shall pay royalties due on the Authorized KONICA
Devices shipped to KONICA OEMs hereunder in United States dollars. The Per Unit
License Fee obligation shall accrue at the time each Authorized KONICA Device
containing the Licensed Product(s) or any portion thereof is shipped to a KONICA
OEM, and shall be reported and paid on a calendar quarter basis.
KONICA agrees to make such report within * (*) days following the end of
each calendar quarter, and make payment within * (*) days following the
end of each calendar quarter, commencing with the date of first shipment and
continuing until KONICA discontinues shipping the Authorized KONICA Device
containing Licensed Product(s). KONICA will notify in writing PEERLESS at the
time of the discontinuance of the Authorized KONICA Device. KONICA will also
provide PEERLESS each quarter a rolling monthly forecast for the subsequent six
months of the Authorized KONICA Devices containing the Licensed Product(s).
* Confidential treatment has been requested for portions of this exhibit. The
copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *. A complete version of this exhibit has
been filed separately with the Securities and Exchange Commission.
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Final (January 25, 2002) Page 10 of 14 Initials: PEERLESS___; KONICA______
KONICA/PEERLESS Licensed Software Addendum #7 CONFIDENTIAL
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License fees for the PCL fonts and font scaling technology are not included in
the KONICA Per Unit License Fees outlined above. These fees must be negotiated
with, and paid directly to, Bitstream, Inc. and/or Agfa Corporation.
2.5 BLOCK LICENSE: Without limiting any of KONICA's rights under the MTLA, and
subject to the provisions of this LSA #7 as well as the payment of all
applicable Per Unit License Fees as stated in Exhibit C herein for the term of
such license, PEERLESS grants to KONICA a non-exclusive and non-transferable
Block License for the distribution of the Licensed Products in Object Code
format only as contained in the Authorized KONICA Devices that are identified in
this Section 2.5.2 below:
2.5.1 Block License Payment. PEERLESS has granted KONICA a Block
License for PEERLESS Licensed Products contained in the Authorized
KONICA Devices. This Block License shall be granted upon the
non-refundable, non-transferable and noncreditable payment of U.S.$ *
(* dollars), due and payable as of * of this LSA #7. This Block License
Payment shall be paid on the following dates:
a) Payment of U.S.$ * (nine hundred thousand dollars) upon *.
b) Payment of U.S.$ * (* dollars) on *.
c) Payment of U.S.$ * (* dollars) on *.
d) Payment of U.S.$ * (* dollars) on *.
e) Payment of U.S.$ * (* dollars) on *.
2.5.2 Block License Terms and Conditions. The terms and conditions of the Block
License granted to KONICA are as follows:
a) The application of the Block License shall apply to the use of the
following named PEERLESS Licensed Products: Adobe PostScript(R)3(TM)
and Adobe Kanji fonts.
b) The following named KONICA Authorized Devices, including those
which have been renamed by KONICA Authorized OEM Remarketers, maybe
distributed with the following reduced recurring Per Unit License Fee
for each Object Code copy of the named PEERLESS Licensed Products
distributed as set out in Table 2:
TABLE 2 - PER UNIT LICENSE FEES (U.S. DOLLARS)
---------------------------------------------------
KONICA AUTHORIZED DEVICE Adobe
PostScript(R)3(TM) as
option (inclusive of
Drivers
---------------------------------------------------
IP-601/IP-601M N/A
---------------------------------------------------
IP-601J/IP-601MJ $*
---------------------------------------------------
PS-361/PS-361M $*
---------------------------------------------------
PS-361J/PS-361MJ $*
---------------------------------------------------
IP-304 N/A
---------------------------------------------------
PS-332 $*
---------------------------------------------------
PS-332J $*
---------------------------------------------------
* Confidential treatment has been requested for portions of this exhibit. The
copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *. A complete version of this exhibit has
been filed separately with the Securities and Exchange Commission.
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Final (January 25, 2002) Page 11 of 14 Initials: PEERLESS___; KONICA_____
KONICA/PEERLESS Licensed Software Addendum #7 CONFIDENTIAL
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---------------------------------------------------
IP-511 N/A
---------------------------------------------------
PS-351 $*
---------------------------------------------------
PS-351J $*
---------------------------------------------------
IP-431 N/A
---------------------------------------------------
PS-342 $*
---------------------------------------------------
PS-342J $*
---------------------------------------------------
IP-421/IP-422 N/A
---------------------------------------------------
PS-341/PS-343 $*
---------------------------------------------------
PS-341J/PS-343J $*
---------------------------------------------------
IP-602 N/A
---------------------------------------------------
IP-602J $*
---------------------------------------------------
PS-362 $*
---------------------------------------------------
PS-362J $*
---------------------------------------------------
IP-432 N/A
---------------------------------------------------
PS-344 $*
---------------------------------------------------
PS-344J $*
---------------------------------------------------
PS-345J $*
---------------------------------------------------
PS-345 $*
---------------------------------------------------
c) KONICA will apply the above stated recurring Per Unit License Fee
to the actual number of Authorized KONICA Devices shipped which
contain the Object Code copies of the PEERLESS Licensed Products
set out in 2.5.2 (a) above, and will thus calculate the equivalent
earned recurring license fee.
d) The recurring license fees stated in 2.5.2 b) shall apply the
equivalent earned recurring Per Unit License Fee equals U.S. $*
(*dollars),
e) Upon exhaustion of the U.S.$* Block License granted herein, the
following actions may take place:
i) The Parties agree that they will negotiate, in good faith, a
future Block License structure reflecting similar discount
structures as contained herein; or
ii) KONICA, at its sole discretion, may decide not to purchase an
additional Block License and the recurring Per Unit License
Fees set out in Table 1 herein shall apply.
f) The Block License is payable to PEERLESS notwithstanding that Adobe
does not certify the Authorized KONICA Device. Additionally, none
or any portion of the Block License Fee is refundable or
transferable if the Block License is not completely credited or
applied as set out hereinabove.
g) The Block License and the Block License Fee are non-refundable,
non-creditable and non-transferable to any other Authorized KONICA
Device other than those identified in Exhibit C, Section 1.0
herein.
* Confidential treatment has been requested for portions of this exhibit. The
copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *. A complete version of this exhibit has
been filed separately with the Securities and Exchange Commission.
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Final (January 25, 2002) Page 12 of 14 Initials: PEERLESS___; KONICA_____
KONICA/PEERLESS Licensed Software Addendum #7 CONFIDENTIAL
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h) At the end of December 2001, any remaining balances of the LSA #4
Block License will be used to offset PostScript royalty ONLY as
identified in LSA #4. The LSA #4 rates for PostScript remain in
effect until the LSA #4 Block License is exhausted. Once LSA #4 is
exhausted, KONICA may apply the Block License described in this LSA
#7.
* Confidential treatment has been requested for portions of this exhibit. The
copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *. A complete version of this exhibit has
been filed separately with the Securities and Exchange Commission.
- --------------------------------------------------------------------------------
Final (January 25, 2002) Page 13 of 14 Initials: PEERLESS___; KONICA_____