Exhibit 10.27
LICENSE SOFTWARE ADDENDUM #1
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 System Amendment #1 CONFIDENTIAL
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LICENSE SYSTEM ADDENDUM #1 TO MASTER
TECHNOLOGY LICENSE AGREEMENT DATED
APRIL 19, 1999
This License System Addendum #1 ("this LSA # 1") is entered into as of January
16, 2000 (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 #1 is hereby made part thereof, and the terms and conditions
of the MTLA are incorporated by reference herein. This LSA #1 includes the
following Exhibits:
Exhibit A - Description of License Granted
Exhibit B - Product Specifications
Exhibit C - Payments and Payment Terms
Exhibit D - Warranty
IN WITNESS WHEREOF, the Parties hereto have executed this LSA #1 as of the date
last below written:
KONICA CORPORATION PEERLESS SYSTEMS CORPORATION
By: By:
/s/Yoshiaki Ando /s/Cary A. Kimmel
- --------------------------------------- ----------------------------------
(Authorized Signature) (Authorized Signature)
Name: Yoshiaki Ando Name: Cary A. Kimmel
Title: General Manager of Planning
Department
Business Machines Sales and Marketing
Division Title: Director of Business
Development
Date: January 20, 2000 Date: January 19, 2000
KONICA/PEERLESS Licensed System Amendment #1 CONFIDENTIAL
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LICENSED SYSTEMS ADDENDUM #1
1.0 DEFINITIONS. All capitalized terms used herein shall have the meaning
specified in this LSA#1 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
definition provided herein shall govern for all purposes hereof.
1.1 "Derivative Product", with respect to any hardware product, means the main
body of a KONICA product 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 product 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 may be 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#1.
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#1.
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#1.
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#1.
2.0 ADDITIONAL LICENSE GRANTED. Without limiting any of KONICA's rights under
the MTLA and subject to the provisions of this Addendum as well as the payment
of all applicable license fees for the term of such license, KONICA may use or
make no more than ten (10) copies of any Source Materials 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 in Object
Code Form 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 Facility(ies) specified in
Exhibit A hereto.
Each Derivative Work, if it is to be incorporated in and distributed in a new
product other than the IP-601, IP-511, IP-421, IP-601J, PS-341J and the PS-351J,
or if it is to be incorporated in and distributed in an option thereto to the
aforementioned enumerated products, requires the development of a separate
Source Code License. The Derivative Work covered in the instant License System
Addendum #1 currently is limited to use in the Authorized KONICA Device set out
in Exhibit A (IP-601, IP-511, IP-421, IP-601J, PS-361, PS-341J, PS-351J).
KONICA/PEERLESS Licensed System Amendment #1 CONFIDENTIAL
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If KONICA hereinafter determines that further modified Source Code (the
Derivative Work) to be a profitable business use in a new product other than the
IP-601, IP-511, IP-421, IP-601J, PS-361, PS-341J and/or the PS-351J, then
PEERLESS and KONICA would in good faith negotiate and sign an additional
Licensed System Addendum for the `future' product(s).
Unless specifically set out herein, KONICA is given no rights hereunder to
distribute or in any other manner transfer Source Code or Source Materials to
any third person. All Licenses granted herein are non-exclusive.
3.0 DELIVERABLES. KONICA agrees that PEERLESS has transmitted to an Authorized
KONICA Facility (i) one (1) copy of the Source Code and related standard
documentation for each Current Release. PEERLESS agrees to transmit one (1) copy
of the Source Code and related standard documentation for any Update Release as
of the later of the date that PEERLESS determines in its sole discretion to
commence general distribution of such Update Release, or upon completion of any
porting of such Update Release that PEERLESS may agree to perform for KONICA.
PEERLESS shall have no obligation hereunder to port any Update Release provided
hereunder.
4.0 TERM AND TERMINATION. The term of this LSA#1 shall be coextensive with the
term of the License under the MTLA. After termination of the Source License,
KONICA may, in addition to any rights granted under the MTLA, retain one (1)
copy of the Source Materials solely for providing maintenance support or similar
services in connection with any Machine Executable Copies distributed pursuant
to the MTLA.
5.0 INDEMNIFICATION. KONICA shall have the right, subject to the MTLA and this
LSA#1, 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
Material, 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 Work, 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 form 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#1. 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 only requires a separate Licensed System Addendum.
KONICA/PEERLESS Licensed System Amendment #1 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 any person or entity that has gained access to the
Confidential Information due to the fault or negligence of License or any breach
by KONICA of the MTLA or this LSA#1.
6.4 Any breach by KONICA of any of its obligations under this Section 6 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
KONICA Facility to determine whether KONICA employs adequate security procedures
as required in Paragraph 6.3 of this LSA#l.
///End
KONICA/PEERLESS Licensed System Amendment #1 CONFIDENTIAL
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EXHIBIT A - DESCRIPTION OF LICENSE GRANTED
1.0 PEERLESS Licensed Products: KONICA is authorized to use the following
PEERLESS Licensed Product(s) listed below which it has received in Source Code
form:
1.1 PEERLESSPRINT(R) 5E. Current Release.
1.2 PEERLESSPRINT(R) 6. Current Release.
1.3 PEERLESSPage(TM) Image Operating System, inclusive of
PEERLESSPOET(TM).
PEERLESSPOET(TM) is an integration layer that links Adobe Systems
PostScript(R)3(TM) to PEERLESSPage(TM)and contains elements of Adobe
Source Code. Current Release. Version 3.0 or later
1.4 PEERLESSPRINT(R)6 and PEERLESSPRINT(R)5E Printer Drivers (Roman
Version) for Windows 3.x/95/98 and NT4.0. Current Release.
1.5 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.
1.6 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 Authorized KONICA Products: KONICA is authorized to use the PEERLESS
Licensed Products in object code format only solely in the following Authorized
KONICA Products:
2.1 IP-601 Series (including the IP-601J, and the Roman PostScript Option
PS-361))
2.2 IP-511 Series (including the Kanji PostScript option kit PS-351J, and
the Roman PostScript Option PS-351).
2.3 IP-421 Series ( including the Kanji PostScript option kit PS-341J,
and the Roman PostScript Option PS-341)
3.0 Authorized KONICA Facility: KONICA may store and use the PEERLESS
Materials only at the following Authorized KONICA Facility: The Konica Systems
Technology Center, 5701 Skylab, Huntington Beach, CA 92647.
The Authorized KONICA Facility may be changed with the written approval of
PEERLESS, which approval shall not be unreasonably withheld. When the Authorized
KONICA Facility above is sought to be changed, KONICA will notify PEERLESS in
writing of the substitute Authorized KONICA Facility's name and address at least
thirty (30) days in advance of said change. When KONICA stores the duplicated
PEERLESS Materials at a more than one Authorized KONICA Facility, then any
additional Authorized KONICA Facility shall be deemed to be an Authorized KONICA
Facility thirty (30) days after KONICA both, (i) has notified PEERLESS in
writing of the address of such additional facility and PEERLESS' approval has
been granted, and (ii) has paid PEERLESS' then standard fee for adding an
Authorized KONICA Facility.
4.0 Other Licenses: Licenses and fees for PCL fonts and font scaling
technology must be negotiated with, and paid directly to Bitstream or the Agfa
Corporation.
///End
KONICA/PEERLESS Licensed System Amendment #1 CONFIDENTIAL
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EXHIBIT B - PRODUCT SPECIFICATIONS
1.0 Authorized Konica Product Specifications: A KONICA specification document
is being prepared by KONICA and when issued and accepted by PEERLESS, said
document is hereby incorporated herein by this reference.
2.0 Deliverables PEERLESS deliverables are as follows:
2.1 PEERLESSPage(TM) Deliverables
2.1.1 PEERLESSPage(TM) Source for all subsystems excluding MEMORY
REDUCTION TECHNOLOGY(R) (MRT)/1/
2.1.2 Header files for all subsystems
2.1.3 Application notes, revision notes, and internal
documentation
2.1.4 Make files and build procedures for PC/DOS
2.1.5 DOS utilities used in build procedures
2.1.6 PEERLESSPage(TM) Application Programmer's Reference Manual
2.1.7 PEERLESSPage(TM) Internal Interfaces Manual
2.1.8 PEERLESSPage(TM) Porting Guide
/1/Source Materials for PCL font rasterizers in PEERLESSPage(TM)
format are available as authorized by Bitstream or the Agfa
Corporation
2.2 PEERLESSPRINT(R)6 Deliverables
2.2.1 PEERLESSPRINT(R)6 interpreter source
2.2.2 Header files
2.2.3 Make files and build procedures
2.2.4 PEERLESSPRINT(R)6 Architecture and Design Notes
2.3 PEERLESSPRINT(R)5E Deliverables
2.3.1 PEERLESSPRINT(R)5E interpreter source
2.3.2 Header files
2.3.3 Make files and build procedures
2.3.4 PEERLESSPRINT(R)5E Architecture and Design Notes
2.4 PEERLESS SDK with Adobe PostScript(R)3 in Object Code Format
2.5 PEERLESSPRINT(R)6 & 5E Drivers (Roman Version)
2.5.1 Windows 3.X/95/98
2.5.2 Windows NT 4.0
2.6 PEERLESS SDK with Adobe PostScript(R)3(TM) Drivers in Object Code
Format
3.0 TRAINING PROVIDED: PEERLESS will provide KONICA without charge, at a
mutually agreed upon time at PEERLESS' facility, the following training services
as a part of this LSA#1: Five (5) days training for up to five (5) KONICA
designated personnel. All training to occur at PEERLESS' El Segundo facility.
KONICA is to bear all expenses incurred by its employees to attend the training.
4.0 TEST PLANS
Unless otherwise stated herein, KONICA shall test the Designated 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.
KONICA/PEERLESS Licensed System Amendment #1 CONFIDENTIAL
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4.1 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 Product 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.
4.2. 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.
4.3. 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 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 will be subject to a re-testing
charge of U.S.$ * (* dollars) for each re-test.
4.4 Adobe Testing Schedule. If testing is required by Adobe, PEERLESS and
KONICA will use their best efforts to complete certification activities within a
* (*) 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.
KONICA/PEERLESS Licensed System Amendment #1 CONFIDENTIAL
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EXHIBIT C - PAYMENTS AND PAYMENT TERMS
1.0 Source Code License Fees: The Source License Fees are for providing to
KONICA the modules and customized code used for the KONICA Controllers,
including the latest PEERLESSPage(TM) Real Time Imaging OS (and MEMORY REDUCTION
TECHNOLOGY(R) modules) and PEERLESSPRINT(R)5E and 6 and associated Drivers. It
does not include source code for Adobe PostScript(R), which will be provided in
object code form.
KONICA agrees to pay one time, non-refundable, non-transferable and
non-creditable Source Code License Fees to PEERLESS for the Authorized Konica
Products of U.S.$ * (* dollars) due and payable as of the Effective Date.
Payment of the Source Code License Fees will be as follows:
1.1 Upon Execution of the Letter of Agreement - U.S.$* (* dollars) -
Completed/Paid.
1.2 For the following PEERLESS Licensed Products: PEERLESSPRINT(R)5E,
PEERLESSPRINT(R)6, PEERLESSPage(TM)Image Operating System inclusive
of PEERLESSPOET(TM), U.S.$ * (* dollars). Payment to be made as
follows:
1.2.1 U.S.$ * (* dollars) upon delivery of the Source Code
to the Authorized KONICA Facility of the PEERLESS Licensed
Products listed in Paragraph 1.2 herein. (Completed and paid)
1.2.2 U.S.$ * (* dollars) upon completion of the initial
port by KONICA to an Authorized KONICA Product of the
PEERLESS Licensed Products listed in Paragraph 1.2 herein, or
January 15, 2000, whichever occurs first.
1.3 For the PEERLESS SDK for Adobe PostScript(R)3(TM), U.S.$ * (*
dollars). Payment to be made as follows:
1.3.1 U.S.$ * (* dollars) upon delivery of the Source Code
to the Authorized KONICA Facility of the PEERLESS Licensed
Products listed in Paragraph 1.3 herein.
1.3.2 U.S.$ * (* dollars) upon completion of the initial
port by KONICA to an Authorized KONICA Product of the
PEERLESS Licensed Products listed in Paragraph 1.3 herein, or
if the payment in Paragraph 1.3.1 has been made, no latter
than January 15, 2000.
1.4 For the following PEERLESS Licensed Products: PEERLESSPRINT(R)5E
and 6 Drivers (Roman Version) for Windows 3.X/95/98 and NT4.0,
U.S.$ * (* dollars). Payment to be made as follows.
1.4.1 U.S.$ * (* dollars) upon delivery of the Source Code
to the Authorized KONICA Facility of the PEERLESS Licensed
Products listed in Paragraph 1.4 herein.
1.4.2 U.S.$ * (* dollars) upon completion of the initial port
by KONICA to an Authorized KONICA Product of the PEERLESS
Licensed Products listed in Paragraph 1.4 herein, or January
15, 2000, whichever occurs first.
1.5 For the following PEERLESS SDK for Adobe PostScript(R)Drivers,
U.S.$ * (* dollars). Payment to be made as follows:
1.5.1 U.S.$ * (* dollars) upon delivery of the Source Code to
the Authorized KONICA Facility of the PEERLESS Licensed
Products listed in Paragraph 1.5 herein.
1.5.2 U.S.$ * (* dollars) upon completion of the initial port
by KONICA to an Authorized KONICA Product of the PEERLESS
Licensed Products listed in Paragraph 1.5 herein, or if the
payment in Paragraph 1.5.1 has been made, no latter than
January 15, 2000.
KONICA shall notify PEERLESS in writing when the porting set out in Paragraphs
1.2.2, 1.3.2, 1.4.2 and 1.5.2 above is completed if completed prior to January
15, 2000.
* 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 System Amendment #1 CONFIDENTIAL
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2.0 PER UNIT LICENSE FEES:
For each Authorized KONICA Device slipped pursuant to thus LSA#1, PEERLESS and
KONICA agree that there shall be a non-refundable, non-transferable and
non-creditable Per Unit License Fee due and paid to PEERLESS. The amount of the
Per Unit License Fee for each Derivative Product developed hereunder shall be
set forth in a separate Licensed System 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 KONICA 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#1 and will be paid directly to
PEERLESS by KONICA.
KONICA recognizes that there will be Per Unit License Fees associated with
Tandem Kits and Adobe PostScript(R)3(TM) Option Kits for Current Products. Both
Parties agree to negotiate in good faith the Per Unit License Fees associated
with these named KONICA products.
2.1 LICENCE FEES: The recurring license fee is the fee that PEERLESS charges
KONICA for the right to use PEERLESS' Licensed Products and its hardware design
in each product shipped by KONICA is detailed in Table 1 below. The Adobe
PostScript(R) fees are inclusive of Adobe Roman fonts and drivers, license fees
for Adobe compatible Kanji fonts are listed in Paragraph 2.2 herein.
TABLE 1- PER UNIT LICENSE FEES (U.S. DOLLARS)
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KONICA PEERLESSPage(TM) PEERLESSPRINT PEERLESSPRINT Adobe
AUTHORIZED Imaging System (R)5E & 6 (R) Drivers (Roman PostScript(R)3(TM)
PRODUCT Version for as option
Windows 3.1/95/ (inclusive of
98 & NT4.0 Drivers
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IP-601 $* $* $* N/A
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IP-511 $* $* $* N/A
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IP-421 $* $* $* N/A
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PS-341 N/A N/A N/A $*
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PS-351 N/A N/A N/A $*
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PS-361 N/A N/A N/A $*
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IP-601J $* N/A N/A /1/$*
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PS-341J $* N/A N/A $*
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PS-351J $* N/A N/A $*
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/1/ For each IP-601J Adobe PostScript(R)3(TM)is "standard" and is not an option.
2.2 INCREMENTAL LICENSE FEES FOR KANJI FONTS: In addition to the recurring
license fees enumerated in Paragraph 2.1 herein, for each product contain Adobe
PostScript(R) Kanji fonts KONICA will pay PEERLESS the following recurring
license fees:
2.2.1 IP-601J. Base requirement of * (*) Morisawa fonts, $* (* dollars)
per unit.
2.2.2 PS-341J. Base requirement of * (*) Heisei fonts, $* (* dollars)
per unit.
2.2.3 PS-351J. Base requirement of * (*) Morisawa fonts, $* (* 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
* 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 System Amendment #1 CONFIDENTIAL
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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 products shipped
to KONICA OEMs hereunder in United States dollars. The Per Unit Fee obligation
shall accrue at the time each Authorized KONICA Device containing the Licensed
Product(s) is shipped to a KONICA OEM, but shall be reported and paid on a
calendar quarter basis.
In exchange for this delay in payment, KONICA agrees to make such report within
twenty (20) days following the end of each calendar quarter, and payment within
twenty (20) 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 product discontinuance. 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).
License Fees for the PCL fonts and font scaling technology are not included in
the KONICA Fees outlined above. These fees must be negotiated with, and paid
directly to, the Agfa Corporation.
2.5 BLOCK LICENSE.
2.5.1 Block License Payment. PEERLESS has granted KONICA a Block License
for PEERLESS Proprietary Software Products contained in the
Authorized KONICA Products. This Block License will be granted for
non-refundable, non-transferable and non-creditable payments of
U.S.$ * (* dollars) due and payable as of *. This Block License
Payment shall be paid on the following dates:
a) Payment of U.S.$ * (* dollars) upon *.
b) Payment of U.S.$ * (*dollars) on *.
c) Payment of U.S.$ * (* dollars) on *.
d) Payment of U.S.$ * (* dollars) on *.
2.5.2 Block License Terms and Conditions. The terms and conditions of the
PEERLESS granted Block License to KONICA are as follows.
a) The utilization of the Block License shall apply to
the use of the following named PEERLESS Licensed
Software Products: PEERLESSPage(TM);
PEERLESSPRINT(R)5E; PEERLESSPRINT(R)6; and
PEERLESSPRINT(R)5E and 6 Drivers for Window 3.1/95/98
and NT 4.0.
b) The following named KONICA Authorized Products,
including those which have been renamed by KONICA
Authorized OEM Remarketers, maybe distributed with
the following reduced per unit recurring license fee
for each object code copy of the named PEERLESS
Licensed Software Products distributed as set out in
Table 3:
TABLE 3 - PER UNIT LICENSE FEES (U.S. DOLLARS)
- --------------------------------------------------------------------------------------------------------------
KONICA PEERLESSPage(TM) PEERLESSPRINT PEERLESSPRINT(R)
Authorized Product Imaging System 5E & 6 Drivers (for
Windows 3.1/95/98
& NT4.0
- --------------------------------------------------------------------------------------------------------------
IP-601 $* $* $*
- --------------------------------------------------------------------------------------------------------------
* 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 System Amendment #1 CONFIDENTIAL
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
KONICA PEERLESSPage(TM) PEERLESSPRINT PEERLESSPRINT(R)
Authorized Product Imaging System 5E & 6 Drivers (for
Windows 3.1/95/98
& NT4.0
- --------------------------------------------------------------------------------------------------------------
IP-511 $* $* $*
- --------------------------------------------------------------------------------------------------------------
IP-421 $* $* $*
- --------------------------------------------------------------------------------------------------------------
IP-601J $* N/A N/A
- --------------------------------------------------------------------------------------------------------------
PS-341J $* N/A N/A
- --------------------------------------------------------------------------------------------------------------
PS-351J $* N/A N/A
- --------------------------------------------------------------------------------------------------------------
c) KONICA will apply the above stated recurring license
fee to the actual number of Authorized KONICA
Products shipped which contain the object code copies
of the PEERLESS Licensed Software Products and will
thus calculate the equivalent earned recurring
license fee.
d) The recurring license fees stated in 2.5.2 b) shall
apply until *, or whenever the crediting of the
equivalent earned recurring license fee equals U.S.
$* (* dollars), whichever occurs first.
e) Upon exhaustion of the U.S.$ *Block License, or the
completion of the license period, whichever occurs
first, 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, decides not to
purchase an additional Block License, the per
unit recurring license fees remunerated in
Paragraph 2.1 herein shall apply.
3.0 POST WARRANTY MAINTENANCE SERVICES
3.1 PEERLESS Maintenance Services (REQUIRED). KONICA is required to execute a
Software Maintenance Agreement for the PEERLESS SDK containing Adobe
Postscript(R)3(TM) and the PEERLESS SDK containing Adobe PostScript Drivers.
For each of the first and subsequent year following the expiration of the
Warranty Period (as defined hereinafter), the annual Maintenance Fee, based on
execution of a standard PEERLESS Maintenance Agreement and valid only for the
single named KONICA facility, shall be:
a) For the PEERLESS SDK containing Adobe PostScript(R)3(TM)U.S.$ *
(* dollars), and
b) For the PEERLESS SDK containing Adobe PostScript(R)(TM)Drivers - U.S.
$ * (* dollars).
The above fees are payable within * (*) days after the signing of the
Maintenance Agreement and on each of the annual anniversary dates thereafter.
Said Fee is non-refundable, non-transferable and non-creditable.
Such Software Maintenance Agreements shall provide KONICA without limitation,
Update Releases and telephone/facsimile/e-mail support. The term "Update
Releases" means a version of the named Licensed Software that is commercially
released by PEERLESS, and its development partner Adobe Systems, for general
distribution for the purpose of (1) correcting program defects in the Licensed
Software and (2) improving functionality of the Licensed Software to make the
code technically compliant. Each Update Release will be designated by PEERLESS
at its sole discretion by a version number (x.x.x) that differs from the version
number of the Current Release only in the digits to the right of the decimal
point (x.x.x).
* 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 System Amendment #1 CONFIDENTIAL
- --------------------------------------------------------------------------------
The Maintenance Fees for the Maintenance Services set out in this Paragraph 3.1
do not include Maintenance Services set out in Paragraph 3.2 below.
3.2 PEERLESS Maintenance Services (*). PEERLESS agrees to offer post-warranty
Maintenance Services to KONICA for periods subsequent to the Warranty Period
specified in Exhibit D for the above named PEERLESS Proprietary Products (with
the exception of the PEERLESS SDK containing Adobe Systems PostScript(R)3(TM)
and the PEERLESS SDK containing Adobe Drivers see Paragraph 3.1 above). Such
services will be provided pursuant to the terms of a separate Maintenance
Agreement. Maintenance Agreements must be executed prior to expiration of the
warranty. It is understood that PEERLESS Maintenance Agreements will provide
engineering support for correction of "Field Reported" problems by End Users and
continuing development engineering services.
In the event KONICA, at its sole discretion, desires PEERLESS to provide ongoing
maintenance and support for the above named PEERLESS Proprietary Software
Products, the Parties will execute a Software Maintenance Agreement.
For each of the first and subsequent year following the expiration of the
Warranty Period (as defined hereinafter), the annual Maintenance Fee, based on
execution of a standard PEERLESS Maintenance Agreement shall be:
c) For PEERLESSPage(TM)Imaging Operating System, PEERLESSPRINT(R)5E and
6 - U.S.$ * (* dollars), and
d) For PEERLESSPRINT(R)5E & 6 Drivers (Windows 3.X/95/98 and NT4.0) -
U.S.$ * (twenty * dollars).
The above fees are payable within * (*) days after the signing of the
Maintenance Agreement and on each of the annual anniversary dates thereafter.
Said Fee is non-refundable, non-transferable and non-creditable.
Such Software Maintenance Agreements shall provide KONICA without limitation,
Update Releases and telephone/facsimile/e-mail support. The term "Update
Releases" means a version of the named Licensed Software that is commercially
released by PEERLESS for general distribution for the purpose of (1) correcting
program defects in the Licensed Software and (2) improving functionality of the
Licensed Software to make the code technically compliant. Each Update Release
will be designated by PEERLESS at its sole discretion by a version number
(x.x.x) that differs from the version number of the Current Release only in the
digits to the right of the decimal point (x.x.x).
///End
* 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.