Exhibit 10.45
LICENSE SYSTEM ADDENDUM NO. 4
to
MASTER TECHNOLOGY LICENSE AGREEMENT
between
OKI DATA CORPORATION
and
PEERLESS SYSTEMS IMAGING PRODUCTS, INC.
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.
OKI / PSIP (LSA#4) CONFIDENTIAL
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LICENSED SYSTEM ADDENDUM NO. 4
EFFECTIVE AS OF FEBRUARY 1, 2002
TO THE
MASTER TECHNOLOGY LICENSE AGREEMENT
BETWEEN
OKI DATA CORPORATION
AND
PEERLESS SYSTEMS IMAGING PRODUCTS, INC.
NAME OF AUTHORIZED OKI DEVICES:
Roman: C7100 / C7300 / C7500 / C9300 / C9500
Kanji: MICROLINE9500PSF / MICROLINE9500PS
MICROLINE9300PS / MICROLINE7300PS
This Addendum sets forth the Authorized OKI Device and additional and different
terms and conditions particular to the Authorized OKI Devices described below
and shall be incorporated by reference into the Master Technology License
Agreement effective as of October 15, 1999, (the "MTLA") between Oki Data
Corporation ("OKI") and Peerless Systems Imaging Products, Inc. ("PSIP"). Such
different or additional terms are applicable only to the Authorized OKI Devices
described below and in no way alter the terms and conditions applicable to other
Authorized OKI Devices incorporated into the MTLA by addition of an Addendum
unless otherwise expressly stated in Schedule 2 to this Addendum. All the terms
used in this Addendum shall retain the same meaning as defined in the MTLA and
such definitions are incorporated herein by reference.
A. Authorized OKI Device:
(1) Software:
Revised Object (as defined in the MTLA) that is derived from the Licensed
Product as described in the Licensed Product Addendum No. 1 (Reference Port
3011) and No. 3 (Page Pipeline and Memory Manager).
The Software also includes the Adobe Type Connection Technology that allows
Adobe PostScript interpreters to synthesize replacement fonts from substitution
fonts for a predetermined set of fonts that are otherwise not resident in the
Authorized OKI Device.
(2) Font Programs:
For a further description of the Authorized OKI Device features, see Schedule 1,
Authorized OKI Device Functional Specification Summary, attached hereto.
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Final (March 8, 2002) Page 1 of 17 OKI ___: PSIP ___
OKI / PSIP (LSA#4) CONFIDENTIAL
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B. Media for the Software as Distributed by OKI:
The Software will be distributed on Flash ROM, OTP ROM or mask ROM.
C. QA Certification Schedule
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Milestone Description Schedule
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(1) OKI notifies PSIP of expected date for submission of the Final Release *
to PSIP QA.
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(2) OKI provides to PSIP hard copy output, check list, test log and analysis *
of error(s) from the Adobe Certification Test Suite demonstrating that the
Final Release has passed, the PPD file and two (2) production units (each
consisting of a production level controller and production level engine)
for Final Release testing.
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(3) OKI provides to PSIP the Final Release (one set of Revised Object ROMs, *
including the Font Programs listed in Section G ("Roman Coded Font
Programs") and Section H ("Font Programs for Japanese Typefaces"), for
each of the one (1) production unit of C7500, MICROLINE7300PS,
MICROLINE9500PSF and MICROLINE9300PS), the final 3011 Addendum specified
in Section J ("Documentation") below and the PPD File.
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(4) PSIP reviews OKI's hard copy output for approval, completes Final *
Release testing and reports all found problems to OKI.
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(5) PSIP determines acceptance of the Revised Object ("Software") as *
specified in the MTLA and obtains certification from Adobe for all of
the Authorized OKI Devices described in this Licensed System Addendum
No. 4.
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PEERLESS Certification. Following completion of testing and PSIP's delivery to
PEERLESS of the test results, PEERLESS shall have * (*) business days following
the delivery of the test results to determine from its review of such test
results whether the Authorized OKI 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.
Upon PEERLESS's determining that the Authorized OKI 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, PEERLESS shall request to issue and
* 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 (March 8, 2002) Page 2 of 17 OKI ___: PSIP ___
OKI / PSIP (LSA#4) CONFIDENTIAL
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obtain from Adobe a certification letter, which shall be delivered to OKI
through PEERLESS and PSIP.
Upon PEERLESS's or Adobe's determining that the Authorized OKI 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, through PSIP, to OKI a report
identifying the failure. OKI shall use reasonable efforts to promptly correct
any nonconformity and resubmit the Authorized OKI Device for re-testing. This
process shall continue until Adobe certifies the Authorized OKI Device.
PSIP certification fees, which shall be covered by Article 6.2 of the Agreement
for Entrusting Support between PSIP and OKI, and the fee for the review at
PEERLESS, which shall be at the rate of * United States dollars (US$*) per
man-hour, are not covered by this LSA #4 Both fees shall be deducted from any
remaining balance of Support Fees already paid to PSIP by OKI under the
Agreement for Entrusting Support. If the remaining balance of the Support Fee
under the Agreement for Entrusting Support is not sufficient to cover such fees,
OKI will be invoiced separately and will pay to PSIP in accordance with Section
6.3.2 of Agreement for Entrusting Support.
OKI Notification. PSIP shall notify OKI when the Adobe Certification Test Suite
is successfully completed.
D. Definition of Development Schedule Terms:
(1) Final Release: For submission to PSIP QA for final certification testing in
accordance with Section 2.3.3(d) PSIP Testing and Adobe Certification of
the MTLA. OKI shall ensure that the Final Release version of the Revised
Object passes all tests in the Adobe Certification Test Suite prior to
submission to PSIP. The Final Release shall have a Bug Score (as defined
below) of * .
**** less than or equals to
(2) Bug Score: The Bug Score of a given release at any given time is calculated
according to the following formula:
n
(sum of) (B i)/2/
i = 1
Where B i = the severity of the ith open bug and n = the total number of open
bugs.
(3) Severity:
Severities of product bugs are defined as follows:
Severity 4: A bug that materially impairs functionality and for which there is
no workaround. Most severe; must be fixed.
Severity 3: A bug that materially impairs functionality and for which there is
no easy or convenient workaround. Fairly severe; must be fixed.
* 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 (March 8, 2002) Page 3 of 17 OKI ___: PSIP ___
OKI / PSIP (LSA#4) CONFIDENTIAL
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Severity 2: A bug that has relatively low End User impact and for which a
convenient workaround exists. Should be fixed in a subsequent
release, if any.
Severity 1: A minor bug or cosmetic problem. No need to fix.
Severity 0: A specification change or request for an enhancement.
E. Loaned Equipment:
OKI will supply PSIP with one (1) production unit of the Authorized OKI Device
as specified in Section C above (QA Certification Schedule) including Revised
Object for Final Release testing. OKI will ensure that such Loaned Equipment is
maintained in functional working order at all times.
F. Applicable Royalties:
Royalty for Authorized OKI Device, Font Programs described herein shall apply to
all Authorized OKI Devices, Font Programs sold, leased or otherwise disposed of
by OKI or Affiliates to distributors, OEM Remarketer Customers or End Users.
Subject to Article 12.1 (Reporting) of the MTLA and payment terms as defined
herein, within * after the end of calendar quarter, OKI shall report total
quantity of the Authorized OKI Devices distributed by or on behalf of OKI or its
Affiliates. OKI shall pay Per Unit License Fee for each Authorized OKI Device
pursuant to the payment provisions set out in Schedule 2 to this Addendum no. 4.
OKI shall be entitled to deduct from earned royalties which become due and
payable pursuant to this paragraph such amounts as OKI is required to withhold
therefrom pursuant to the applicable tax provisions of U.S.A. and Japan for the
payment for PSIP account, of applicable Japanese income tax therefor, provided,
however, that OKI will furnish PSIP with appropriate documentation evidencing
the payment of such taxes.
(1) Basis for Payments Hereunder.
(a) Currency
All royalty due to PSIP shall be paid in U.S. dollars.
(b) Exchange Rate Calculation for Royalties.
The exchange rate used to convert these Japanese List Prices into U.S.
dollars for the purpose of payment by OKI of royalties due hereunder shall
be the average of the mean telegraphic transfer rates quoted by the head
office of Tokyo Mitsubishi Bank at the close of banking on each of the
first and last bank business days of the relevant quarterly accounting
period.
(c) List Price
All List Prices, as defined below, shall be established by OKI or
Affiliates in good faith, and shall be exclusive of amounts received for
taxes, interest, non-warranty maintenance and installation charges,
insurance, shipping and handling costs. The foregoing shall not be
construed as fixing any sales price.
(i) List Price for Kanji Authorized OKI Device. The List Price for
Kanji Authorized OKI Device shall mean OKI's published list price in
Japanese yen for quantity one (1) of
* 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 (March 8, 2002) Page 4 of 17 OKI ___: PSIP ___
OKI / PSIP (LSA#4) CONFIDENTIAL
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each model of Authorized OKI Device with Minimum Configuration
distributed to End Users in Japan.
(ii) List Price for Roman Authorized OKI Device. The List Price for
Roman Authorized OKI Device shall mean OKI or Affiliates published list
price in U.S. dollars for quantity one (1) of each model of Authorized
OKI Device with Minimum Configuration distributed to End Users in U.S.
The List Price for Roman Authorized OKI Device shall apply for the
purpose of royalty calculations for distribution of all Authorized OKI
Devices worldwide other than Japan.
(iii) In the event that the Roman Authorized OKI Device is not
distributed in the United States, then the published List Price of the
Roman Authorized OKI Device in a country other than the U.S. maybe used
upon mutual agreement between the parties.
(2) Minimum Configuration.
Minimum Configuration refers to an Authorized OKI Device that contains all of
the essential components required to supply the End User with the minimum level
of functionality specified for the applicable Authorized OKI Device.
For the purpose of royalty calculations to be made hereunder, the Minimum
Configuration of the Authorized OKI Devices are defined as follows:
(a) C7100
* , the Software and the Font Programs listed in Section G ("Roman Coded
Font Programs") below.
(b) 7300
* , the Software and the Font Programs listed in Section G ("Roman Coded
Font Programs") below.
(c) C7500
* , the Software and the Font Programs listed in Section G ("Roman Coded
Font Programs") below.
(d) C9300
* , the Software and the Font Programs listed in Section G ("Roman Coded
Font Programs") below.
(e) C9500
* , hard disk, network card, the Software and the Font Programs listed in
Section G ("Roman Coded Font Programs") below.
* 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 (March 8, 2002) Page 5 of 17 OKI ___: PSIP ___
OKI / PSIP (LSA#4) CONFIDENTIAL
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(f) MICROLINE9500PSF
*, the Software and the Font Programs listed in Section G ("Roman Coded
Font Programs"), H(l) ("Morisawa Japanese Typefaces") below.
(g) MICROLINE9500PS
*, the Software and the Font Programs listed in Section G ("Roman Coded
Font Programs"), H(2) ("Heisei Japanese Typefaces") below.
(h) MICROLINE9300PS
*, the Software and the Font Programs listed in Section G ("Roman Coded
Font Programs"), H(2) ("Heisei Japanese Typefaces") below.
(i) MICROLINE7300PS
*, the Software and the Font Programs listed in Section G ("Roman Coded
Font Programs"), H(2) ("Heisei Japanese Typefaces") below.
(3) Royalties
For each Authorized OKI Device described in this Addendum No. 4, which is sold,
leased or otherwise disposed of or used by OKI or its Affiliates, the pricing
table as defined in Schedule 2 shall apply.
G. Roman Coded Font Programs:
PSIP will provide the graphic characters specified in ISO 8859-1: 1987, Latin
alphabet No. 1 and ISO 8859-2: 1987, Latin alphabet No. 2, and symbol characters
where appropriate, for the Extended Roman Font Program Set specified in Exhibit
B to Attachment #1 to MTLA ("Extended Roman Font Program Set").
H. Font Programs for Japanese Typefaces:
(1) Morisawa Japanese Typefaces: PSIP will provide the Adobe Standard Japanese
Character Set which includes JIS, Shift-JIS, and EUC encodings of the JIS X
0208-1983 and JIS X 0208-1990 Level I and Level 2 characters plus other
characters and encodings as defined in Adobe's Technical Note #5078 (Adobe-Japan
1 -2 Character Collection for CID-Keyed Fonts), dated December 4, 1994, for the
Font Programs for Japanese Typefaces in CID-keyed font format listed below.
Generic characters listed therein are not typeface specific.
* 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 (March 8, 2002) Page 6 of 17 OKI ___: PSIP ___
OKI / PSIP (LSA#4) CONFIDENTIAL
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(a) Basic Morisawa Typeface;
Identified
Trademark Character Collection Trademark Owner
Ryumin Light KL Adobe-Japanl-2 Morisawa & Company, Ltd.
Gothic Medium BBB Adobe-Japanl-2 Morisawa & Company, Ltd.
(b) Additional Morisawa Typefaces:
Identified
Trademark Character Collection Trademark Q
FutoGoB101-Bold Adobe-Japan1-2 Morisawa & Company, Ltd.
FutoMinA101-Bold Adobe-Japan1-2 Morisawa & Company, Ltd.
Jun101-Light Adobe-Japan1-2 Morisawa & Company, Ltd.
(2) Heisei Japanese Typefaces: PSIP will provide the Adobe Standard Japanese
Character Set which includes JIS, Shift-JIS, and EUC encodings of the JIS X
0208-1983 and JIS X 0208-1990 Level I and Level 2 characters plus other
characters and encodings as defined in Adobe's Technical Note #5078
(Adobe-Japanl-2 Character Collection for CID-Keyed Fonts), dated December 4,
1994, for the Font Programs for Japanese Typefaces in CID-keyed font format
listed below. Generic characters listed therein are not typeface specific.
Identifying
Trade Character Collection Trademark Owner
HeiseiMin-W3 Adobe-Japan1-2 Japan Standards Association
Font Design Center
HeiseiKakuGo-W5 Adobe-Japan1-2 Japan Standards Association
Font Design Center
I. Training
None.
J. Documentation :
PostScript Language Addendum prepared by OKI, describing the features specific
to the Authorized OKI Device and the means of accessing those features via the
PostScript language.
K. Designated Persons:
(1) Technically qualified OKI person to respond to information requested by
PSIP:
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Final (March 8, 2002) Page 7 of 17 OKI ___: PSIP ___
OKI / PSIP (LSA#4) CONFIDENTIAL
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Mr. Hirohiko, Nakazato
General Manager,
Software Development Dept. 2
Controller & Software Center
Oki Data Corporation
3-1 Futaba-cho, Takasaki-shi,
Gunma 370-8585, Japan
Tel: +81-27-328-6364
Fax: +81-27-327-1737
(2) Technically qualified PSIP person to respond to information requested by
OKI:
Mr. Glenn Sikkema
Peerless Systems Imaging Products Inc.
20415 72nd Ave. S., Suite 400,
Kent, WA 98032 USA
Tel: +1-253-395-8890 ex. 15
Fax: +1-253-395-8896
L. ADDITIONAL LICENSE GRANTED.
(1) Object License. Subject to the provisions of the MTLA and this LSA #4 as
well as the payment of all applicable License Fees for the term of such license,
PSIP hereby grants to OKI the nonexclusive license provided for in Section 2.2
of the MTLA:
(2) Use in Derivative Work. The Licensed Products, or a Derivative Work thereof
created by PSIP, if they are to be incorporated in and distributed in a new
product other than the Authorized OKI Device, or if it is to be incorporated in
and distributed in an option thereto to the aforementioned Authorized OKI
Device, require the development of a separate Licensed System Addendum. The
Derivative Work covered in this LSA #4 currently is limited to use in or with
the Authorized OKI Devices set out in this LSA #4.
If OKI hereinafter determines that the Licensed Products, or a Derivative Work
thereof, in whole or in part, is to be used in a new product other than the
Authorized OKI Devices, then PSIP and OKI would in good faith negotiate and sign
an additional LSA for the `future' product(s).
M. TERM AND TERMINATION. The term of this LSA #4 shall be contemporaneous with
the term of the Object Code License granted under the MTLA.
N. INDEMNIFICATION. OKI shall have the right, subject to the MTLA and this LSA
#4, to control its development, manufacturing and marketing efforts.
Accordingly, OKI shall, except to the extent that PSIP has indemnified OKI
pursuant to the MTLA, defend itself against and 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 OKI's development, manufacturing and
marketing of the Authorized OKI Device and indemnify and hold harmless PSIP
pursuant to the MTLA.
O. PROPRIETARY RIGHTS AND CONFIDENTIALITY
(1) PSIP's ownership of the Licensed Products and Derivative Works thereof are
defined in Section 4 of the MTLA.
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Final (March 8, 2002) Page 8 of 17 OKI ___: PSIP ___
OKI / PSIP (LSA#4) CONFIDENTIAL
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(2) Rights not expressly granted to the OKI hereunder are reserved by the PSIP.
The right to manufacture and distribute such modified code (i.e., a Derivative
Work) other than for the Authorized OKI Device requires a separate Licensed
System Addendum.
Without limiting the foregoing, OKI shall own all title and proprietary rights
in any pre-existing OKI intellectual property that OKI contributes to any such
Derivative Work.
(3) Without limiting any of OKI's obligations of confidentiality imposed
pursuant to the MTLA, OKI shall (i) specifically require any employee and
contractor of OKI to execute OKI's standard confidentiality and non-disclosure
agreement(s) content of such agreement to be subject to PSIP's approval, which
shall not be unreasonably withheld; (ii) notify PSIP promptly and in writing of
any circumstances of which OKI 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 PSIP to take, at OKI's expense but
under PSIP's 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 License or any breach by OKI of the MTLA or this LSA #4.
(4) Any breach by OKI of any of its obligations under this Section O shall be
considered to be Default of the provisions of the MTLA.
P. AUDIT RIGHTS. PSIP shall have the right, not more frequently than once per
year upon one (1) business day's prior notice, to have one (1) of its employees
walk through and inspect any Authorized OKI Facility to determine whether OKI
employs adequate security procedures as required in MTLA.
Such walking through and inspection shall be (i) during OKI's regular business
hours, (ii) arranged so that, to the extent possible, OKI's regular business
activities are minimally disrupted and (iii) under the terms of an appropriate
confidentiality agreement executed by such an employee.
Q. AUTHORIZED OKI FACILITY: OKI may store and use the PSIP Materials (except for
the Revised Object and the Host Software) only at the following Authorized OKI
Facility.
Oki Data Systems Co., Ltd.
Software Engineering Dept.
PS Porting team
43 Futaba-cho, Takasaki-shi,
Gunma, Japan 370-0843
When the Authorized OKI Facility above will be changed, OKI will request a
change and inform PSIP in writing of the substitute Authorized OKI Facility's
name and address at least thirty (30) days in advance of said change. Said
change shall require the written approval of PSIP, which approval by PSIP will
not be unreasonably withheld. When OKI stores the duplicated PSIP Materials at a
more than one Authorized OKI Facility, then any additional Authorized OKI
Facility shall be deemed to be an Authorized OKI Facility thirty (30) days after
OKI both (i) has notified PSIP in writing of the address of such additional
facility and PSIP has approved in writing, and (ii) OKI has paid PSIP's then
standard fee for adding an Authorized OKI Facility subject to the LSA.
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Final (March 8, 2002) Page 9 of 17 OKI ___: PSIP ___
OKI / PSIP (LSA#4) CONFIDENTIAL
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IN WITNESS WHEREOF, OKI and PSIP have caused this Addendum No. 4 to be executed
by their duty authorized representatives.
PSIP: OKI:
PEERLESS SYSTEMS IMAGING OKI DATA CORPORATION
PRODUCTS, INC.
By: /s/ Ron Davis By: /s/ Minoru Mizutani
------------------------- ----------------------------------
Printed Name: Ron Davis Printed Name: Minoru Mizutani
Title: Vice President Worldwide Sales Title: Divisional General Manager,
NIP Business Division
Date: March __, 2002 Date: March __, 2002
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Final (March 8, 2002) Page 10 of 17 OKI ___: PSIP ___
OKI / PSIP (LSA#4) CONFIDENTIAL
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SCHEDULE 1 TO LSA NO. 4
Authorized OKI Device Functional Specification Summary
for
Roman: C7100 / C7300 / C7500 / C9300 / C9500
Kanji: MICROLINE9500PSF / MICROLINE9500PS
MICROLINE9300PS / MICROLINE7300PS
1. Introduction
This is the functional specification for the Oki C7100 / C7300 / C7500 / C9300 /
C9500 / MICROLINE9500PSF / MICROLINE9500PS / MICROLINE9300PS / MICROLINE7300PS
printers. This consists of a controller driving an Oki marking engine and
Software to implement Adobe's PostScript 3 Software revised by OKI for
Authorized OKI Device.
2. Authorized OKI Device Summary
Controller Design: *
Controller CPU: *
ROM: *
Minimum RAM: *
Communications:; *
Resolution: C7100 / C7300 / C9300 *
C7500 / C9500 *
MICROLINE9500PSF *
MICROLINE9500PS *
MICROLINE9300PS / MICROLINE7300PS *
Color/mono: *
Marking engines
speeds: C7100
*
C7300 / MICROLINE7300PS
*
C7500
*
C9300 /C9500 / MICROLINE9500PSF/ MICROLINE9500PS /
MICROLINE9300PS
* 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 (March 8, 2002) Page 11 of 17 OKI ___: PSIP ___
*
Paper sizes: * (for C9300 / C9500 / MICROLINE9500PSF / MICROLINE9500PS
MICROLINE9300PS only) *
Paper sources: *
* (for C9300 / C9500 / MICROLINE9500PSF / MICROLINE9500PS
/ MICROLINE9300PS only)
Paper output: *
User interface: *
Other Emulations: *
Options: *
Typefaces: *
*
*
Other Technology: *
* 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 (March 8, 2002) Page 12 of 17 OKI ___: PSIP ___
OKI / PSIP (LSA#4) CONFIDENTIAL
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SCHEDULE 2 TO LSA NO. 4
PRICING TABLE
FOR
Roman: C7100 / C7300 / C7500 / C9300 / C9500
Kanji: MICROLINE9500PSF / MICROLINE9500PS
MICROLINE9300PS / MICROLINE7300PS
Section #1 - Pricing for Authorized OKI Devices under LSA #4. Authorized OKI
Device licensed under this LSA #4 shall be subject to the following Per Unit
License Fee.
"Bundled Product" means that every unit of the designated Authorized OKI Devices
shipped will contain Adobe PostScript(R)3(TM).
"Unbundled Product" means that every unit of the designated Authorized OKI
Devices may not contain Adobe PostScript(R)3(TM). In the event that the
Authorized OKI Device is offered for sale with Adobe PostScript(R)3(TM) both as
an option and as a standard feature (in this case as two versions of the same
Authorized OKI Device), both versions will be considered as "Unbundled
Products".
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Table #1 - Basic Pricing Table
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Device Type Kanji Morisawa Kanji Heisei Roman Mono Roman Color Kanji Color
Fonts (DTP) Fonts Printers Printers Printers
(Business)
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* * * * * *
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* * Per Table #2 N/A N/A *
Heisei Font
Royalty Table
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* 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 (March 8, 2002) Page 13 of 17 OKI ___: PSIP ___
OKI / PSIP (LSA#4) CONFIDENTIAL
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Roman * * * * *
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-----------------------------------------------------------
Table #2 - Heisei Font Royalty Table (2 font minimum)
-----------------------------------------------------------
List Price of Authorized OKI Price Per Font in U.S. $
Device in Japanese Yen
-----------------------------------------------------------
*** (Yen)* $*
-----------------------------------------------------------
(Yen)* $*
-----------------------------------------------------------
(Yen)* $*
-----------------------------------------------------------
(Yen)* $*
-----------------------------------------------------------
(Yen)* $*
-----------------------------------------------------------
(Yen)* $*
-----------------------------------------------------------
(Yen)* $*
-----------------------------------------------------------
(Yen)* $*
-----------------------------------------------------------
(Yen)* $*
-----------------------------------------------------------
** (Yen)* $*
-----------------------------------------------------------
*** greater than
** less than
* 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 (March 8, 2002) Page 14 of 17 OKI ___: PSIP ___
OKI / PSIP (LSA#4) CONFIDENTIAL
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Table #3 - Pricing Table For Authorized OKI Devices Under This LSA #4.
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Authorized OKI Device Device Type # of Morisawa fonts or
Heisei fonts
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C7100 Roman Color Printers N/A
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C7300 Roman Color Printers N/A
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C7500 Roman Color Printers N/A
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C9300 Roman Color Printers N/A
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C9500 Roman Color Printers N/A
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MICROLINE9500PSF Kanji Color Printers * Morisawa fonts
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MICROLINE9500PS Kanji Color Printers * Heisei fonts
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MICROLINE9300PS Kanji Color Printers * Heisei fonts
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MICROLINE7300PS Kanji Color Printers * Heisei fonts
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Section 2 - BLOCK LICENSE FEE OPTIONS.
2.0 Block License Fee Payment. PSIP has granted OKI an option of paying Block
License Fee for Licensed Products contained in the Authorized OKI Device in lieu
of the Per Unit License Fee as provided for in Section 1.1 of Schedule 2 to this
LSA #4. If OKI elects such an option, OKI shall pay non-refundable,
non-transferable and non-creditable payments of U.S.$ * (* dollars) due and
payable as of the Effective Date. This Block License Payment shall be within
* from the receipt of invoice:
a) Payment of U.S.$ * (* dollars) to be invoiced upon execution of this
LSA #4.
b) Payment of U.S.$ * (* dollars) to be invoiced on March 1, 2002.
2.1 Block License Terms and Conditions. The terms and conditions of the Block
License Fee to OKI are as follows.
a) The utilization of the Block License Fee shall apply to the
distribution of all Authorized OKI Devices named in LSA #1, LSA #2,
LSA #3 and this LSA #4. Specifically such Authorized OKI Devices
include: OkiPage 14i, Microline 660PS, C7200, C7400, C9200, C9400,
Microline 9055c, Microline 3050c, Microline 3020c, Microline 3010c,
Microline 1055PS, Microline 1035PS, Microline 1032PS, Microline 2030N,
Microline 2020N, Microline 2020, Microline 9055cV, Microline 3050cV,
Microline 3020cV, C7100, C7300, C7500, C9300, C9500, Microline
9500PSF, Microline 9500PS, Microline 9300PS and the Microline 7300PS.
b) For the Authorized OKI Devices named in LSA #1, LSA #2, LSA #3 and LSA
#4, the following reduced Per Unit License Fee as set out in Section
2.2 below shall apply to each Authorized OKI Device. However, for each
of the Authorized OKI Devices named in LSA #1 or LSA #2, either (i)
the Per Unit License Fees as stated in LSA #1 or LSA #2, or (ii) the
Per Unit License Fee that contained in Section 2.2 below shall solely
at OKI's discretion apply.
c) OKI will apply the above stated Per Unit License Fee to the actual
number of Authorized OKI Devices shipped and will thus calculate the
equivalent earned Per Unit License Fee.
* 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 (March 8, 2002) Page 15 of 17 OKI ___: PSIP ___
OKI / PSIP (LSA#4) CONFIDENTIAL
- --------------------------------------------------------------------------------
d) The Per Unit License Fees stated below in Section 2.2 shall apply
until the crediting of the equivalent earned Per Unit License Fee
equals U.S.$ * (* dollars).
e) Upon exhaustion of the U.S.$ * Block License Fee, the following
actions may take place:
i) If OKI has executed additional Block License Fee for new
Authorized OKI Device in which the Authorized OKI Devices named
herein are also in part or in total named, prior to the exhaustion
of the U.S.$ * Block License Fee, then the Per Unit License Fee
for such named Authorized OKI Devices maybe offset against those
additional Block Licenses.
ii) If OKI has not executed any such subsequent Block License,
OKI at its sole discretion, may execute an additional Block
License Fee for any Authorized OKI Device named in LSA #1, LSA #2,
LSA #3 and this Addendum No. 4 in an amount it determines under
the same terms and conditions as enumerated herein.
iii) OKI, at its sole discretion may decide not to purchase an
additional Block License, in which case the Per Unit License Fee
for each Authorize OKI Device would revert to the rate as defined
in Section 1 herein. In regard to Authorized OKI Devices licensed
in LSA #1 and LSA #2, the Per Unit License Fee will not exceed the
Per Unit License Fee stated in each of the designated LSAs.
iv) Unless otherwise negotiated between the parties, all future
Block License Fees granted pursuant to the terms of this Schedule
2 to LSA #4 are due and payable upon the date of further Block
License and shall be paid within * therefrom.
f) It is agreed between the parties, that OKI upon the grant of License
for future Authorized OKI Devices, may request and PSIP will issue
additional Block License Fee under the following terms and conditions:
i) Future Block License Fee will be issued in the denomination
of U.S.$ * when such Block License Fee is associated with
Authorized OKI Devices licensed under new LSA.
ii) The Per Unit License Fee as provided for in Section 2.2 below
shall apply to any Authorized OKI Device licensed under new LSA.
iii) At OKI's sole discretion, such future Block License Fees may
also name, and be used to offset incurred Per Unit License Fees
for previously licensed Authorized OKI devices.
g) Any Block License Fee executed by both parties may, at OKI's sole
discretion, be applied to any Authorized OKI Device(s) First
Commercial Shipment of which occurs within ninety (90) days from the
execution of Block License Fee.
2.2 License Fees for Authorized OKI Products authorized in LSA #1, LSA #2, LSA
#3 and LSA #4 under this Block License. In the case of any and each Authorized
OKI Device named
* 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 (March 8, 2002) Page 16 of 17 OKI ___: PSIP ___
OKI / PSIP (LSA#4) CONFIDENTIAL
- --------------------------------------------------------------------------------
in LSA #1 or LSA #2, OKI may, at its sole discretion use either the Per Unit
License Fees enumerated in Schedule 2 of each LSA or below under the Block
License:
- --------------------------------------------------------------------------------------------------------
Table #4 - Basic Pricing Table - Block License
- --------------------------------------------------------------------------------------------------------
Device Type Kanji Mono Kanji Heisei Roman Mono Roman Color Kanji Color
Morisawa Fonts Fonts (Business) Printers Printers Printers
(DTP)
- --------------------------------------------------------------------------------------------------------
* * * * * *
- --------------------------------------------------------------------------------------------------------
* See Table #5 U.S. $*/per N/A N/A *
Morisawa Font font
Royalty Table
- --------------------------------------------------------------------------------------------------------
*
- --------------------------------------------------------------------------------------------------------
* * * * * *
- --------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------
Table #5 -- Morisawa Font Royalty Table (2 font minimum)
-----------------------------------------------------------------------
List Price of Authorized OKI Price Per Font in U.S. $
Device in Japanese Yen
--------------------------------------------------------------------------
*** (Yen)* $*
--------------------------------------------------------------------------
(Yen)* $*
--------------------------------------------------------------------------
(Yen)* $*
--------------------------------------------------------------------------
(Yen)* $*
--------------------------------------------------------------------------
(Yen)* $*
--------------------------------------------------------------------------
(Yen)* $*
--------------------------------------------------------------------------
(Yen)* $*
--------------------------------------------------------------------------
(Yen)* $*
--------------------------------------------------------------------------
(Yen)* $*
--------------------------------------------------------------------------
** (Yen)* $*
--------------------------------------------------------------------------
*** greater than
** less than
* 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 (March 8, 2002) Page 17 of 17 OKI ___: PSIP ___
OKI/PSIPAmendment #1 (LSA#4) CONFIDENTIAL
- --------------------------------------------------------------------------------
AMENDMENT # 1 TO THE LICENSED SYSTEM ADDENDUM #4 DATED
FEBRUARY 1, 2002
This Amendment #1 dated April 22, 2002 ("Amendment #1") to Licensed System
Addendum #4 dated February 1, 2002 ("LSA #4") is entered into by and between OKI
DATA Corporation, a Japanese corporation, with principal offices at 4-11-22,
Shibaura, Minato-ku, Tokyo 108-8551, Japan (hereinafter "OKI") and Peerless
Systems Imaging Products, Inc., a Washington corporation with principal offices
at 20415 72/nd/ Ave. S., Suite 400, Kent, WA 98032 USA (hereinafter "PSIP'),
pursuant to the provisions of Section 18.2 of the Master Technology License
Agreement between those parties dated October 15, 1999 (hereinafter the
"Original Agreement").
WHEREAS, the schedule for the Authorized OKI Products based on the PX 711/713
controller has changed, OKI and PSIP now wish to modify the products licensed in
Paragraph 2.1 a) of LSA #4;
NOW THEREFORE, OKI and PSIP hereto agree as follows effective April 22, 2002:
1. Paragraph 2.1 a) of LSA #4 is hereby deleted and replaced in its entirety
with the following:
a) The Block License shall apply to the distribution of all
Authorized OKi Devices named in LSA #1, LSA #2, LSA #3 and this
LSA #4. Specifically such Authorized OKI Devices include: Okipage
14i, Microline 660PS, C7200, C7400, C9200, C9400, Microline
9055c, Microline 3050c, Microline 3020c, Microline 3010c,
Microline 1055PS, Microline 1035PS, Microline 1032PS, Microline
2030N, Microline 2020N, Microline 2020, Microline 9055cV,
Microline 3050cV, Microline 3020cV.
2. Except as expressly provided herein, all of the terms of the Original
Agreement and LSA #4, shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have, by their duly authorized representatives,
executed this Amendment #1 effective as of April 22, 2002.
OKI DATA CORPORATION PEERLESS SYSTEMS IMAGING
PRODUCTS, INC.
By: By:
/s/ Minoru Mizutani /s/ Ron Davis
- ---------------------------------- ----------------------------------
Name: Minoru Mizutani Name: Ron Davis
Title: Divisional General Manager, Title: Vice President, Sales
NIP Business Division
Date: April ___, 2002 Date: April ___, 2002
///End
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Draft #1 (April 22, 2002) Page 1
OKI/PSIPAmendment #2 (LSA#4) CONFIDENTIAL
- --------------------------------------------------------------------------------
AMENDMENT # 2 TO THE LICENSED SYSTEM ADDENDUM #4 DATED
FEBRUARY 1, 2002
This Amendment #2 dated May 15, 2002 ("Amendment #2") to Licensed System
Addendum #4 dated February 1, 2002 ("LSA #4") is entered into by and between OKI
DATA Corporation, a Japanese corporation, with principal offices at 4-11-22,
Shibaura, Minato-ku, Tokyo 108-8551, Japan (hereinafter "OKI") and Peerless
Systems Imaging Products, Inc., a Washington corporation with principal offices
at 20415 72/nd/ Ave. S., Suite 400, Kent, WA 98032 USA (hereinafter "PSIP"),
pursuant to the provisions of Section 18.2 of the Master Technology License
Agreement between those parties dated October 15, 1999 (hereinafter the
"Original Agreement").
WHEREAS, OKI and PSIP now wish to issue an additional Block License against the
products licensed in Paragraph 2.1 a) of LSA #4;
WHEREAS, OKI and PSIP now wish to include the Authorized OKI Products based on
the PX 711/713 controller in the additional Block License;
NOW THEREFORE, OKI and PSIP hereto agree as follows effective May 15, 2002:
1. Subject to the payment of all fees herein, PSIP grants to OKI an additional
Block License under the same terms and conditions of Schedule 2 to LSA #4 for
the amount of * dollars (U.S. $*).
2. In exchange for this additional Block License, OKI agrees to pay PSIP *
dollars (U.S. $*) by * . PSIP agrees that such payment requires the
receipt by OKI of an original invoice and the required Tax Application Form for
Income Tax Convention with PSIP's signature. OKI will provide the required Tax
Application Form for Income Tax Convention and PSIP will sign and return the
form to OKI. The payment made hereunder is non-refundable, noncancelable and
non-transferable.
3. The Per Unit License Fees stated in Schedule 2 to LSA #4 shall apply until
the total earned Per Unit License Fee credited under the Block License equals *
dollars (U.S. $*) and will thereafter revert to the Per Unit License Fees in
Section #1 of Schedule 2 to LSA #4. This * dollars (U.S. $*) amount represents
the total of the original Block License in LSA #4 of * dollars (U.S. $*) plus
the Block License purchased in this Amendment #2 of * dollars (U.S. $*).
4. For the purposes of this Amendment #2, Paragraph 2.1 a) of LSA #4 is hereby
deleted and replaced in its entirety with the following:
a) The Block License shall apply to the distribution of all
Authorized OKI Devices named in LSA #1, LSA #2, LSA #3 and this LSA
#4. Specifically such Authorized OKI Devices include: Okipage 14i,
Microline 660PS, C7200, C7400, C9200, C9400, Microline 9055c,
Microline 3050c, Microline 3020c, Microline 3010c, Microline 1055PS,
Microline 1035PS, Microline 1032PS, Microline 2030N, Microline 2020N,
Microline 2020, Microline 9055cV, Microline 3050cV, Microline 3020cV,
C7100,
* 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 (April 22, 2002) Page 1
OKI/PSIPAmendment #2 (LSA#4) CONFIDENTIAL
- --------------------------------------------------------------------------------
C7300, C7500, C9300, C9500, Microline 9500PSF, Microline 9500PS,
Microline 9300PS, and the Microline 7300PS.
5. Except as expressly provided herein, all of the terms of the Original
Agreement and LSA #4, and Attachment #1 to LSA #4, shall continue in full force
and effect.
IN WITNESS WHEREOF, the parties have, by their duty authorized representatives,
executed this Amendment #2 effective as of May 15, 2002.
OKI DATA CORPORATION PEERLESS SYSTEMS IMAGING
PRODUCTS, INC.
By: By:
/s/ Minoru Mizutani /s/ Ron Davis
- -------------------------------- ---------------------------------------
Name: Minoru Mizutani Name: Ron Davis
Title: Divisional General Manager, Title: Vice President, Sales
NIP Business Division
Date: May ___, 2002 Date: May ___, 2002
///End
- --------------------------------------------------------------------------------
FINAL (April 22, 2002) Page 2
OKI/PSIPAmendment #3 (LSA#4) CONFIDENTIAL
- --------------------------------------------------------------------------------
AMENDMENT # 3 TO THE LICENSED SYSTEM ADDENDUM #4 DATED
FEBRUARY 1, 2002
This Amendment #3 dated May 31, 2002 ("Amendment #3") to Licensed System
Addendum #4 dated February 1, 2002 ("LSA #4") is entered into by and between OKI
DATA Corporation, a Japanese corporation, with principal offices at 4-11-22,
Shibaura, Minato-ku, Tokyo 108-8551, Japan (hereinafter "OKI") and Peerless
Systems Imaging Products, Inc., a Washington corporation with principal offices
at 20415 72/nd/ Ave. S., Suite 400, Kent, WA 98032 USA (hereinafter "PSIP")
pursuant to the provisions of Section 18.2 of the Master Technology License
Agreement between those parties dated October 15, 1999 (hereinafter the
"Original Agreement").
WHEREAS, PSIP issued an additional Block License against the products licensed
in Paragraph 2.1 a) of LSA #4 and the Authorized OKI Products based on the PX
711/713 controller in Amendment #2 to LSA #4;
WHEREAS, the product name of an Authorized OIG Product has changed while the
product specifications have remained constant;
NOW THEREFORE, OKI and PSIP hereto agree as follows effective May 31, 2002:
1. All references to Microline 9500PSF shall now refer to Microline 9500PS-F.
2. Except as expressly provided herein, all of the terms of the Original
Agreement and LSA #4, Amendment #1 to LSA #4 and Amendment #2 to LSA #4, shall
continue in full force and effect.
IN WITNESS WHEREOF, the parties have, by their duly authorized representatives,
executed this Amendment #3 effective as of May 31, 2002.
OKI DATA CORPORATION PEERLESS SYSTEMS IMAGING
PRODUCTS, INC.
By: By:
/s/ Minoru Mizutani /s/ Ron Davis
- --------------------------------- ---------------------------------------
Name: Minoru Mizutani Name: Ron Davis
Title: Divisional General Manager, Title: Vice President, Sales
NIP Business Division
Date: June ___, 2002 Date: June ___, 2002
///End
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(May 28, 2002) Page 1