Amendment No. 1 to the [*****] SOW
Between Apple and Audience
Apple Inc. (Apple) and
Audience, Inc. (Audience)
is effective as of:
December 22, 2010 (the Effective Date)
the [*****] SOW, dated December 19, 2008 (the SOW), under the Master Development and Supply Agreement ([*****]), dated August 6, 2008 (collectively, the Agreement)
Capitalized terms not otherwise defined herein have the same definitions as in the Agreement.
Apple and Audience agree to amend the SOW as follows:
|1.||Royalty. Section 6.2 Royalty in the SOW is replaced in its entirety by the following:|
The license grant set forth in Section 2.1 and Section 2.2 shall be subject to payment by Licensee of a royalty for each Licensee Product that (1) is [*****]; (2) [*****]; and (3) for products other than [*****], has [*****] that uses (or can be activated by an end user to use), and [*****] that is capable of using, any implementation of any portion of the [*****]. Such royalties shall be [*****] of Licensee Products that are [*****] and shall be paid in the amounts set forth in Attachment 3 (Royalty). The Royalty will be payable quarterly within [*****] days after the end of each [*****] fiscal quarter,
|2.||Definitions. The Definition of Shipped in the SOW is replaced in its entirety by the following:|
Shipped - a Licensed Product shall be deemed Shipped after such Licensed Product is [*****] sold to [*****].
|3.||Warranties. [*****] makes no warranties and shall have no indemnification obligations with respect to Licensee Products for which [*****] pursuant to clause (3) of the first sentence of [*****].|
|4.||License Grant. For avoidance of doubt, the [*****] granted in Section 2 of the SOW do not apply to Licensee Products containing [*****] of the [*****].|
Except as expressly amended by this Amendment, all other terms, conditions, and provision of the Agreement, including any Prior Amendments, shall apply. In the event that any terms or conditions of this Amendment conflict with the Agreement or any Prior Amendments, this Amendment shall control with respect to the subject matter hereof.
Acknowledged and agreed by their duly authorized representatives.
Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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