Common use of Delivery of Java Software and Reference Platforms Clause in Contracts

Delivery of Java Software and Reference Platforms. B.7.2.1 Upon Licensee’s request, PSI will deliver to Licensee a version of the Java Software (based on the most current version made commercially available by PSI) specifically modified to run on a particular Reference Platform (each, a “Ported Version”). As used herein, “Reference Platform” shall mean a particular combination of Licensee hardware and a version of the PS OS Software. Within six (6) weeks following receipt of the final Licensee hardware based on a particular Reference Platform, PSI will deliver the Ported Version to Licensee. Notwithstanding the foregoing: (i) provided that Licensee has delivered to PalmSource the final hardware and ROM Image for those Licensee Products code-named “Ace” and “Angus” by September 22, 2004, PalmSource will deliver to Licensee the corresponding Ported Versions by November 3, 2004; and (ii) provided that Licensee has delivered to PalmSource final Licensee hardware and ROM Images by September 30, 2004, PalmSource will deliver Ported Versions for the following Licensee Products no later than January 1, 2005: Zire 72, Treo 600, Tungsten T3, Tungsten C and Tungsten E. Upon receipt of each Ported Version, Licensee shall within fourteen (14) days of receipt test such Ported Version to determine whether it is compliant with the then-current Sun Microsystems, Inc. Technology Compatibility Kit (“TCK”) and properly runs on the applicable Reference Platform (the “Specification”). If such Ported Version does not substantially conform to the Specification, Licensee may reject such Ported Version and request in writing that PalmSource redeliver a conforming Ported Version. After receipt of any such request, PalmSource shall use its commercially reasonable efforts to redeliver a conforming Ported Version within five (5) business days and the parties shall thereafter repeat the testing process described above. In all instances, if Licensee does not deliver written notice of rejection within any fourteen (14) day period or otherwise provides PalmSource with written acceptance, the Ported Version shall be deemed accepted (“Acceptance”). Notwithstanding the foregoing, Licensee shall not unreasonably withhold Acceptance for any Ported Version that substantially conforms to the Specification. The foregoing procedure shall be repeated to determine whether errors remain in the applicable Ported Version until Licensee Accepts the applicable Ported Version or finally rejects the applicable Ported Version. If Licensee reasonably determines that all of the errors have not been remedied after the Acceptance testing procedure described in this Section has been repeated two (2) or more times, Licensee may, at its option, either (a) again reject the Ported Version and repeat the Acceptance testing procedure set forth in this Section, or (b) at Licensee’s discretion, terminate the efforts with respect to such Ported Version upon written notice. Licensee hereby acknowledges that, as of the SARSLA Execution Date, PalmSource has complied with all of its obligations under this Section 7.2.1. If, after the SARSLA Execution Date, Licensee wishes to obtain any additional Ported Version, Licensee may submit a written request for such Ported Version to PalmSource. Within thirty (30) days after receipt of such request, PalmSource will notify Licensee whether PalmSource has development resources available for such project. If so, the terms and conditions of this Section 7.2.1 (excluding any terms or conditions relating to those Ported Versions already developed as of the SARSLA Execution Date), as well as the terms and conditions of Section III(I) of Exhibit D, shall apply to such project.