EXHIBIT 10.45
Attachment 2 to Article 1 - Development
of the Alliance Agreement between Network
Computing Devices, Inc. and IBM Corporation
This Attachment is entered into by and between Network Computing Devices, Inc.
("NCD") and International Business Machines Corporation ("IBM").
RECITALS
1. NCD and IBM have entered into an Alliance Agreement effective June 27, 1996
(the "Agreement") in the area of a network application terminal ("thin
client") product.
2. NCD and IBM now desire to supplement and modify Articles 1 and 2 of the
Agreement. This Attachment modifies Article 1, and a related Attachment
(Attachment 3 to Article 2 - Manufacturing) modifies Article 2 of the
Agreement. The provisions of this Attachment are entered into by the parties
in consideration of the provisions of both new Attachments, and this
Attachment shall become effective only when both such Attachments are executed
by the parties. Except as explicitly described herein, this Attachment,
together with the related Attachment described above, supersede and replace the
Letter of Intent between IBM and NCD, dated June 5, 1997.
I. HARDWARE AND SOFTWARE DEVELOPMENT
A. GENERAL DESCRIPTION
This Attachment (1) provides for development of certain versions of
Products and software not specifically described in the initial
Development Article, (2) provides additional implementation details for
software and hardware development described in the Development Article,
and (3) provides schedules for such development. NCD agrees to perform
the tasks and provide the Deliverables described in this Attachment and in
the Exhibits reference herein according to the schedules described in this
Attachment and its Exhibits, provided IBM fulfills those dependencies
described in this Attachment and its Exhibits that are necessary for NCD
to complete such development work.
B. TASKS AND DELIVERABLES
NCD will develop for IBM the Products for Release 2.5 and Release 3.0 as
described in Exhibit A to this Attachment, the terms of which are
incorporated herein by reference.
CERTAIN INFORMATION IN THIS EXHIBIT 10.45 HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
WITH RESPECT TO THE OMITTED PORTIONS.
Except where specific items are designated as IBM's responsibility, NCD
shall implement and provide as Deliverables to IBM all the functions and
product features described in Exhibit A. NCD shall perform all tasks
necessary to develop, implement, and test all such function and product
features in a high quality manner, and shall perform other tasks
described in such Exhibit.
C. SCHEDULES
Deliverables shall be provided according to the schedules set forth in
Exhibit A, unless the parties' Development Article Coordinators agree to
different schedules.
II. COMPENSATION FOR ADDITIONAL DEVELOPMENT WORK
The parties acknowledge that certain of the development tasks and
Deliverables described or referenced in this Attachment were not described
in the initial Development Article of the Agreement, and represent
additional requirements by IBM. In consideration for this additional
work, IBM shall pay to NCD an NRE amount of $200,000 per calendar month
for development work and resources applied to perform the work and provide
the Deliverables described in this Attachment. Payment of such amount
shall be subject to NCD's application of key resources to accomplish the
work described in the Attachment, and reasonable demonstration that NCD's
total development work performed as described in this Attachment for the
applicable calendar month equalled or exceeded $200,000 in cost (using a
rate of $200,000 per person/year for purposes of this Attachment only.)
IBM's obligation for such payments shall end on March 31, 1998, regardless
of whether all required tasks have been performed, or Deliverables
provided, by that date. NCD may invoice IBM for the amount described
herein no earlier than the final business day of the calendar month for
which the payment was earned, and shall submit with the invoice a summary
of key milestones completed in support of the IBM/NCD Build Plan and a
similar summary in support of hardware development. Copies of such
summaries shall be sent to IBM's Development Article Coordinator. IBM's
payment shall be made no later than 30 days after receipt of the invoice
and summary report.
The parties acknowledge that $200,000 per calendar month in NRE is
currently being paid to NCD under the terms of the Letter of Intent
between IBM and NCD, dated June 5, 1997. The payment described herein
shall replace the payment specified in the Letter of Intent, and shall
become effective for the first calendar month that begins after this
Attachment is executed.
Nothing herein shall require IBM to pay any additional amount for the work
described in this Attachment.
III. ADDITIONAL DEVELOPMENT SUPPORT PROVIDED BY IBM
In addition to IBM other responsibilities as described in this Attachment
and the Development Article, IBM will provide NCD with the following to
support the development of Products described in this Attachment:
A. IBM will provide NCD with an additional Sun SPARC server as soon as
possible for use in product builds and similar development tasks,
for the time reasonably necessary to complete such tasks. IBM will
provide this server at no charge to NCD, but may do so under
reasonable lease terms or other terms deemed necessary by IBM to
protect its asset.
B. IBM will pay for the IBM-unique board layouts for the
BENGAL-derivative products as requested and authorized by IBM under
a separate Purchase Order.
IV. MAJOR ENHANCEMENTS FOR CITRIX ICA CLIENT SUPPORT
After initially porting the Citrix ICA client support to the NCDware
platform, NCD plans to make future enhancements to such ICA client
support. IBM and NCD agree that such future enhancements may be
considered "Major Enhancements" within the meaning such term in the
Alliance Agreement even if the enhancements do not meet the requirements
of subsection (b) of the definition of Major Enhancements, provided that
the remainder of the definition is satisfied (i.e., the enhancement
provides substantial additional value and utility, and is not a Custom
Enhancement), and provided further that NCD shall offer such Major
Enhancements to IBM in accordance with section 6.2 of the Development
Article, with the following modifications to section 6.2 to apply to these
Major Enhancements only:
For all Major Enhancements to the Citrix ICA client support offered by
NCD to IBM in 1998, NCD and IBM shall negotiate a cumulative total price
that does not exceed the lesser of (1) $100,000, or (2) 50% of NCD's
cost of development for such Major Enhancements;
For all Major Enhancements to the Citrix ICA client support offered by
NCD to IBM in 1999, NCD and IBM shall negotiate a cumulative total price
that does not exceed the lesser of (1) $75,000, or (2) 50% of NCD's
cost of development of such Major Enhancements;
For all Major Enhancements to the Citrix ICA client support offered by
NCD in 2000, NCD and IBM shall negotiate a cumulative total price that
does not exceed the lesser of (1) $75,000, or (2) 50% of NCD's cost of
development of such Major Enhancements.
The initial basic support/port for the Citrix ICA Client provided by NCD to
IBM (initial version for NCDware 5.0X) shall be provided to IBM as part of
Release 3 of the product
development plan (Exhibit A to this Amendment), and shall not be considered
a Major Enhancement. IBM shall be required to pay the negotiated price for
each of the Major Enhancement to the Citrix ICA client support when IBM
accepts the first offered Major Enhancement for the applicable year.
In addition to the prices negotiated above, IBM shall be responsible for
paying any pass-thru per copy or per unit royalties that NCD must pay to
Citrix based on IBM's distribution of Citrix ICA client code included in the
Major Enhancements, provided that such royalties are identified prior to IBM
accepting a Major Enhancement that requires such royalties. Alternatively,
IBM may obtain its own license with Citrix for distribution of such code.
Nothing herein requires IBM to accept any Major Enhancements offered by NCD,
nor prohibits IBM from preparing its own enhancements.
IV. CHANGE IN DEVELOPMENT ARTICLE COORDINATOR
NCD hereby notifies IBM that its Article 1 Coordinator has been changed
to the following:
John Gilbert
NCD, Inc.
350 North Bernardo Ave.
Mountain View, CA 94043-4207
TELEPHONE: (650) 919-2835
FACSIMILE: (650) 961-6289
IN WITNESS WHEREOF, each party has reviewed this Article and each party has
executed this Article by signature of its authorized representative.
NETWORK COMPUTING DEVICES, INC. INTERNATIONAL BUSINESS
MACHINES CORPORATION
Signature Lorraine Hariton Signature Steven R. Villanueva
------------------ ----------------------
Lorraine Hariton
Printed Name Lorraine Hariton Printed Name Stephen R. Villanueva
Printed Title Sr. V.P. of Marketing Printed Title Director, OEM Procurement
& Business Development
Date 11/4/97 Date 11/4/97
-------------------------------- --------------------------------
EXHIBIT A
TO ATTACHMENT 2 TO ARTICLE 1 - DEVELOPMENT
The Release 2.5 Product deliverables will be comprised of:
603 POWERPC PLATFORM
- Technical support for PowerPC 603 porting work
(Actual porting of OS to 603 is an IBM Austin
deliverable)
- Access to BENGAL device driver Code on common 603
components
- Access to HMX device driver Code on common 603
components
- Consultation on boot monitor Code and NCD OS kernel
Code
- QA (quality assurance) test bucket data
- Consulting for QA testing on PowerPC 603 Product
(Kernel QA testing on PowerPC 603 Product is an IBM
Austin responsibility)
- Build and regression test support
- Manufacturing article amendment to include PowerPC 603
Product
- Maintenance and support article to include PowerPC 603
Product
KERNEL QA TESTING ON POWERPC 403 PRODUCT
JVM 1.1.2 BASED ON SUN MICROSYSTEMS MODIFIED JVM 1.1.2
- Port JAE (Java Applet Environment) 1.1.2 to the PowerPC
403 target. Resultant port must run on PowerPC 403 and
PowerPC 603 Products.
- JVM 1.1.2 compliance testing for PowerPC 403 and
PowerPC 603.
(IBM Hursley will complete certification tests and
apply for certification)
(NCD is responsible to provide support for NCD Code
provided)
(IBM is responsible to provide support for IBM inner
loop Code)
- NCD to integrate Inner loop optimization of JVM
(Inner loop Code provided by IBM Austin)
- Modify JVM 1.1.2 to operate correctly with Motif 1.2.2
- Consultation in making JVM 1.1.2 work with PowerPC 603
Product
- Identify JVM 1.1.2 API's (eg. International locales,
IP multi-cast and loading applets via TFTP) not supported.
- Add Java print API to existing NCD OS kernel serial /
parallel API's for KONA (initial Code on 12/5/97 and PTF on
1/5/98)
(IBM Austin will develop the Java print API)
- Provide fixes required for problems related to JVM 1.1.2.
Change to the PowerPC 403 kernel to support changes to the
PowerPC flash boot monitor and changes to incorporate JVM 1.1.2
EXHIBIT A
TO ATTACHMENT 2 TO ARTICLE 1 - DEVELOPMENT
Changes (if necessary) to the PowerPC 403 boot monitor to load
only the PowerPC 403 kernel.
BUILD SUPPORT
- Integration of Release 2.5 mods into NCD library to
get PowerPC 603 Product changes (4.5 Code branch)
- Weekly Code drops to IBM Rochester until "Golden Master"
coordinated with Release 3.0 builds. (Original bi-weekly
Code drops for Release 2.5 are weekly and take priority
over Release 3.0 Code drops during September and October
1997.
- Provide build process to Rochester for PowerPC 403 and
PowerPC 603 Products.
- NCD is responsible for supporting the 4.5 Code branch.
Although the NCD WinCenter application is not a Deliverable
under Release 2.5, compatibility shall be provided with the
NCD WinCenter application for the Release 2.5 and follow-on
Products.
RELEASE 3.0 VERSION (LAN VERSION)
The Release 2.5 Product deliverables will be comprised of:
BENGAL HARDWARE AND SOFTWARE
BENGAL Derivatives (PowerPC 40x based Products)
- 10/100 Ethernet Products
- Token Ring Product
- Twinax Product (IBM to provide twinax drivers and
design)
- BENGAL Source Code in Code tree and in build process.
The above derivative Products are derived from NCD's BENGAL
design. NCD re-layed out its BENGAL design to fit the ensuing
product into IBM's mechanical form factor and customized the
user interfaces for the Derivative Product to meet IBM's
requirements. If IBM requests any additional features or
functionality beyond NCD's BENGAL product (existing as of the
parties' execution of Attachment 2 to the Article 1) and any
other functions that are listed herein, IBM and NCD agree that
deliverables outside of this Agreement will require
negotiation
EXHIBIT A
TO ATTACHMENT 2 TO ARTICLE 1 - DEVELOPMENT
and may require additional NRE. IBM Procurement will authorize
this work in writing prior to NCD commencing the work and
prior to IBM undertaking any obligation for additional NRE.
SOFTWARE FUNCTIONS / ENHANCEMENTS
- Document and number all NCD messages
- Provide miniconsole for application launching with
translated messages
(Actual translation will be provided by IBM.)
- Continued support for touch screen, flash memory boot,
PCMCIA file, and VT320 emluator.
- DHCP enhancements as defined in the Release 3.0 SAI
specification (eg. config, retry, multiservers, get config
from server, options 26,43,60)
- Support and consultation for implementing currently
supported VT320 emulator launch via login / utilities.
(Use VT320 support currently resident in BENGAL Code
base, English only version, that currently exists in NCD
Code.) (IBM Network Station Manager (NSM) team in
Rochester will provide configuration support through the
user platform)
- Self update of token ring interface Code.
- Broadcast boot TFTP support
- Support for XDM login from ACT login utility.
- Serial printer support
- Print APIs support and JVM interface (provided by IBM
Austin)
- Local administered MAC address
- Additional SNMP traps and changes as defined in the
Release 3.0 SAI specification.
- Change to the kernel to support the PowerPC 403 and
PowerPC 603 processor based Product flash boot monitor
Code.
- Porting and integration of Citrix Native 32-bit Windows
ICA client protocol (Initial port and integration at
NCDware 5.0x level).
JAVA VM ENHANCEMENTS - JVM 1.1.4 FROM SUN MICROSYSTEMS
- Port JAE (Java Applet Environment) 1.1.4 to the PowerPC
403 target. Resultant port must run on PowerPC 403 and
PowerPC 603 Products.
- JVM 1.1.4 compliance testing for PowerPC 403 and
PowerPC 603.
(IBM Hursley will complete certification tests and apply
for certification)
EXHIBIT A
TO ATTACHMENT 2 TO ARTICLE 1 - DEVELOPMENT
(NCD is responsible to provide support for NCD Code
provided)
(IBM is responsible to provide support for IBM inner
loop Code)
- NCD to integrate Inner loop optimization of JVM
(Inner loop Code provided by IBM Austin)
- Modify JVM 1.1.4 to operate correctly with Motif 1.2.5
- Consultation in making JVM 1.1.4 work with PowerPC 603
Product
NATIONAL LANGUAGE SUPPORT (NLS)
- Plan defined for BiDi support (NLS and DBCS completed)
- Support and consultancy for NLS implementation.
- Support and consultancy for Motif library support
(1.2.5)
- Support and consultancy for Motif window manager
support (1.2.5)
PROVIDE KERNEL SUPPORT FOR INCLUSION OF THE OMRON INPUT METHOD.
- NCD will provide, within the NRE already provided for in
this Amendment, two person months of consultancy support
to help specify and size the effort required to support
the inclusion of the Omron input method.
- Upon completion of the sizing and consultation, IBM and
NCD will negotiate separately for additional effort or
deliverables required.
- IBM is licensing and contracting for Omron input
method under separate Omron Agreement.
Kernel API support for Navio (now NCI) NC Navigator browser
version 4.
Although the NCD WinCenter application is not a Deliverable
under Release 3.0, compatibility shall be provided with the
NCD WinCenter application for the Release 3.0 and follow-on
Products.
PRODUCT SCHEDULES
It is intended that General Availability of the Release 2.5 hardware and
software will occur in [*] for the Ethernet version of the
603-based Product, and [*] for the Token Ring verions
It is intended that the General availability of the Release 3.0 hardware and
software will occur in [*].
CERTAIN INFORMATION IN THIS EXHIBIT 10.45 HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
WITH RESPECT TO THE OMITTED PORTIONS.
[*]=CONFIDENTIAL TREATMENT REQUESTED - EDITED COPIES.
EXHIBIT A
TO ATTACHMENT 2 TO ARTICLE 1 - DEVELOPMENT
The parties technical teams will continue to work toward meeting the mutually
agreed-to dates for code drops, test plans, and other detailed items to meet
these GA dates, with adjustments as appropriate to take into account
unforseen development issues or changes to release schedules.