1
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS DENOTED SUCH OMISSIONS.
EXHIBIT 10.4
3/15/96
Dear Xxxxxx:
We have prepared this agreement to permit Xxxxx and Nortel to amend the
Shiva/Nortel Agreement, effective May 15, 1995 as follows:
Non-refundability of prior development expenses
Nortel agrees to amend Section 13.5 of the original agreement which permitted
Nortel to terminate the agreement and compel Xxxxx to repay all product
development fees ***** in the event of Xxxxx's inability to deliver an FCS
version of Release 1 on or before March 31, 1996. Xxxxxx and Xxxxx agree to
the following schedule as a substitute for the original repayment language.
Amount Event/Deliverable Status of amount paid
------ ----------------- ---------------------
***** Signature of both parties on this letter ********** upon occurrence of event
agreement
***** Shiva's delivery of ******************** ********** upon supply of deliverable,
**************************************** provided that such delivery occurs no later than
********************** *****
***** Shiva's delivery of ******************** ********** upon supply of deliverable,
**************************************** provided that such delivery occurs no later than
********************** *****
***** Xxxxx's interim delivery of ************* ********** upon Nortel's acceptance of
**************************************** delivery, currently planned for *****
***** Shiva's delivery of ************* ********** upon Nortel's acceptance of
delivery, currently planned for *****
***** Shiva's delivery of************* ********** upon Nortel's acceptance of
delivery, currently planned for *****
2
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS DENOTED SUCH OMISSIONS.
Volume Commitment and Termination Clause:
-----------------------------------------
Both Shiva and Nortel agree to cancel **********.
If this letter agreement is consistent with your understanding of the
changes that we have agreed to, please have the appropriate Nortel
signatory execute one copy of the amending letter and return to my
attention. You can retain an original with my signature for your
files. If changes need to be made, please phone or email me.
Very truly yours,
/s/ Xx Xxxxxxx
Agreed to for Nortel by:
Signature /s/ Xxxxx Xxxx Date 3/19/96
Print Name Xxxxx Xxxx
