Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission.
EXHIBIT 10.69
LICENSED SOFTWARE ADDENDUM #14 TO
MASTER TECHNOLOGY LICENSE AGREEMENTS
DATED JANUARY 16, 2000 AND JUNE 12, 1997
This Licensed Software Addendum #14 ("LSA #14") is entered into effective as of
October 1, 2003 (the "Effective Date") by and between Konica Minolta Business
Technologies, Inc., a Japanese corporation, having offices at No, ▇▇▇▇
▇▇▇▇▇▇▇▇-▇▇▇, ▇▇▇▇▇▇▇▇-▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ("▇▇▇▇") and Peerless Systems
Corporation, having its principal office at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("PEERLESS"), pursuant to the provisions of the Master
Technology License Agreement between Konica Corporation and PEERLESS dated
January 16, 2000 ("MTLA #1"), which is succeeded by ▇▇▇▇, and (ii) the
provisions of the Master Technology License Agreement between Minolta Co., Ltd.
and PEERLESS dated June 12, 1997 ("MTLA #2"), which is succeeded by ▇▇▇▇.
This LSA #14 is hereby incorporated into the MTLA #1 and the MTLA #2 by
reference herein.
All capitalized terms used in this LSA #14 that are not specifically defined
herein shall have the meaning ascribed to them in the MTLA #1 and MTLA #2 and
the attachments thereto. Where there is a conflict between (i) the provisions
and the capitalized terms in this LSA#14 and (ii) the provisions and the
capitalized terms in MTLA #1 and MTLA#2, those of (i) shall prevail.
This LSA #14 grants a Block License to distribute Derivative Works of the
PEERLESS Licensed Products identified in and licensed under the LSAs and Nest
Office Agreements ("License Agreements") referred to in Section 3.0 of this LSA
#14. Each License Agreement referred to in Section 3.0 contains the terms and
conditions relating to the respective PEERLESS Licensed Products identified
therein, the Authorized KBMT Devices identified in Section 4.0 of this LSA #14,
and the ▇▇▇▇ Facilities identified in Section 1.0 of this LSA #14.
1.0 ▇▇▇▇ FACILITIES
"▇▇▇▇ Facilities" means the facilities set forth in Section 2.0 herein,
which are deemed to be the Authorized ▇▇▇▇ Facilities as of the Effective Date.
2.0 AUTHORIZED ▇▇▇▇ FACILITIES
▇▇▇▇, composed of the Affiliates and Subsidiaries listed herein, shall
use the PEERLESS Licensed Products only at the following locations ("▇▇▇▇
Facility(ies)" or "Authorized ▇▇▇▇ Facility(ies)"): 1) Huntington Beach site.
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇, 2) Itami site, ▇-▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇-▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇, 3) Konica Minolta System Laboratory Inc., ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇, 4) Konica Minolta System
Laboratory Inc., ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇. ▇▇▇▇ shall designate
any additional laboratory sites in writing to PEERLESS. KONICA may make a
written request, and PEERLESS shall not unreasonably withhold a change of venue
for any of the site licenses granted in this LSA#14. Tile Authorized ▇▇▇▇
Device(s) shall be
January 26, 2004 Page 1 INITIALS: PEERLESS ___ ▇▇▇▇ ___
Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission.
manufactured at and by a semiconductor manufacturer to be designated by ▇▇▇▇
subject to the terms and conditions of ▇▇▇▇ #▇, ▇▇▇▇ #▇, and attachments
thereto.
3.0 PEERLESS LICENSED PRODUCT:
(a) PEERLESS SPS(TM) Software Developer Kit Compatible with
VxWorks(R) inclusive of PEERLESS' Novell NEST SDK, which is
licensed under Licensed Software Addendum #8 dated January 1,
2002 to MTLA #1 ("LSA #8").
(b) NEST Office SDK, which is licensed under NEST Office. SDK
License Agreement dated January 29, 2002 and Supplement #1 to
NEST Office SDK License Agreement dated January 29, 2002.
(c) PEERLESS SPS(TM) Software Developer Kit Compatible with
VxWorks(R) inclusive of PEERLESS' Novell NEST SDK, which is
licensed under Licensed Software Addendum #7 dated January 9,
1999 to MTLA #2 ("LSA #7") and Addendum #1 dated May 19, 2003
("Addendum #1") to LSA #7 and Licensed Software Addendum #11
dated January 15, 2002 to MTLA #2 ("LSA #11")
(d) NEST Office SDK, which is licensed under NEST Office SDK
License Agreement dated June 14, 2000 and Supplement #1 to
NEST Office SDK License Agreement dated June 14, 2000 and
Supplement #2 to NEST Office SDK License Agreement dated
January 6, 2003 and Supplement #3 to NEST Office SDK License
Agreement dated May 19, 2003,
(e) PEERLESS SPS(TM) Lite Phase I Software Developer Kit, which is
licensed under Licensed Software Addendum #13 dated April 1,
2002 to MTLA #2 ("LSA#13").
4.0 AUTHORIZED ▇▇▇▇ DEVICES
The Authorized ▇▇▇▇ Devices are identified in ;he following License
Agreements:
(a) LSA #8;
(b) NEST Office SDK License Agreement dated January 29, 2002;
(c) Supplement #1 to NEST Office SDK License Agreement dated
January 2, 2002;
(d) LSA #7;
(e) Addendum #1;
(f) NEST Office SDK License Agreement dated June 14, 2000;
(g) Supplement # 1 to NEST Office SDK License Agreement dated June
14, 2000;
(h) Supplement #2 to NEST Office SDK License Agreement dated
January 6, 2003;
January 26, 2004 Page 2 INITIALS: PEERLESS ___ ▇▇▇▇ ___
Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission.
(i) Supplement #3 to NEST Office, SDK License Agreement dated May
19, 2003; and
(j) LSA #13.
5.0 BLOCK LICENSE
Without limiting any of KMBT's rights under MTLA #1, MTLA #2 and
agreements listed in Section 3.0, and subject to KMBT's payment of the Block
License Fee identified in Section 5.1 of this LSA #14, PEERLESS grants to ▇▇▇▇ a
non-exclusive and non-transferable Block License for the distribution, of
Derivative Works of PEERLESS Licensed Products identified in and licensed under
the agreements in Section 3.0, in Object Code format only, contained in the
Authorized ▇▇▇▇ Devices that are identified in Section 4.0 of this LSA #14.
5.1 PEERLESS grants ▇▇▇▇ a Block License for PEERLESS Licensed
Products contained in the Authorized ▇▇▇▇ Devices that are identified
in Section 4.0 of this LSA #14 upon the non-refundable,
non-transferable and non-creditable payment of the Block License Fee in
the amount of *** by ▇▇▇▇ to PEERLESS. This Block License Fee shall be
due and payable upon the date of last signature of this LSA #14 and
shall be made within thirty (30) days after the date of last signature
of this LSA #14.
5.2 Block License Terms and Conditions: The terms and conditions
of the Block License are as follows:
(a) The Block License shall apply only to the distribution of the
PEERLESS Licensed Products identified in Section 3.0 of this
LSA #14 and the Authorized ▇▇▇▇ Devices identified in Section
4.0 of this LSA #14.
(b) License Fees: ▇▇▇▇ shall use the calculation set out in each
respective License Agreement referred to in Section 3.0 of
this LSA #14 to determine the Per Unit License Fee.
Notwithstanding the foregoing, ▇▇▇▇ may apply the Per Unit
License Fees set out in Table I below under the Block License
in lieu of the Per Unit License Fees defined in each
respective License Agreement referred to in Section 3.0 of
this LSA #14,
TABLE #1 -BLOCK LICENSE PRICING
PEERLESS -LICENSED PRODUCT PER-UNIT LICENSE FEE
-------------------------- --------------------
SPS(TM) (including NEST(TM)) U.S. $***
SPS(TM) Lite U.S. $***
NEST(TM) Only U.S. $***
SPS(TM) Only as an option to a NEST(TM) Only
Authorized ▇▇▇▇ Device U.S. $***
(c) The Block License Fee of *** stated in Section 4.1 shall be
credited to the recurring license fees stated in Section
4.2(b) until the Block License Fee is exhausted.
January 26, 2004 Page 3 INITIALS: PEERLESS ___ ▇▇▇▇ ___
Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission.
(d) Upon exhaustion of the *** Block License granted herein, the
following actions may take place:
a. The Parties agree that they will negotiate in good
faith a future Block License structure reflecting
similar discount structures as contained herein; or
b. If ▇▇▇▇, at its sole discretion, decides not to
purchase an additional Block License, the recurring
Per Unit License Fees set out in each respective
License Agreement referred to in Section 3.0 of this
LSA #14 shall apply.
6.0 SUPPORT
No support is provided under this LSA #14. Any support for the PEERLESS Licensed
Product may be covered by a separate agreement that is mutually agreed upon in
writing by the parties. ▇▇▇▇ will be required to purchase on-going Subscription
Support under a separate agreement to maintain the licenses granted herein.
7.0 TERM AND TERMINATION
The term of this LSA #14 shall commence upon the Effective Date and shall
continue in full force and effect until the MTLA #1 and MTLA #2 have expired or
has been terminated, whichever comes first.
IN WITNESS WHEREOF, the parties hereto have executed this LSA #14 as of the
Effective Date.
KONICA MINOLTA BUSINESS TECHNOLOGIES, PEERLESS SYSTEMS CORPORATION
INC.
BY:
BY:
/S/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
------------------------------------ --------------------------------------
(Authorized Signature) (Authorized Signature)
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: General Manager,
R&D Administration Div., Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Imaging System R&D HQ Title: Vice President Finance & CFO
Date: January 29, 2004 Date: January 30, 2004
January 26, 2004 Page 4 INITIALS: PEERLESS ___ ▇▇▇▇ ___
