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EXHIBIT 10.22.1
MINOLTA AND T/R DEVELOPMENT AGREEMENT
ADDENDUM
This ADDENDUM is entered into as of April 10th, 2000 (hereinafter " Effective
Date ") by and between T/R and MINOLTA, pursuant to the provisions of the MASTER
DEVELOPMENT AGREEMENT between those parties dated April 10, 2000 (hereinafter
"MDA"). This ADDENDUM shall be effective as of Effective Date and shall continue
in full force and effect until FINAL ACCEPTANCE. The terms and conditions of the
MDA shall apply to all work performed under this ADDENDUM and the capitalized
terms used in this ADDENDUM shall have the meaning set forth in the MDA. This
ADDENDUM consists of the following attachments:
Exhibit A - Scope of PROJECT
Exhibit B - PRODUCT SPECIFICATIONS
Exhibit C - DELIVERABLES
Exhibit D - PROJECT SCHEDULE
Exhibit E - Payment and Payment Schedule
Exhibit F - Specification of MINOLTA's products
Exhibit G - Miscellaneous
IN WITNESS WHEREOF, the parties have executed this ADDENDUM by their authorized
representatives as of the Effective Date.
T/R SYSTEMS INC. MINOLTA CO., LTD.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /s/ Yoshisuke Takekida
----------------------------- ---------------------------------
(signed) (signed)
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Yoshisuke Takekida
----------------------------- ---------------------------------
(printed name) (printed name)
General Manager
President and CEO Systems Development Center
----------------------------- ---------------------------------
(title) (title)
Jan. 31, 2001 Jan. 29, 2001
----------------------------- ---------------------------------
(date) (date)
* Confidential information has been omitted and filed separately with the
Commission.
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EXHIBIT A
Scope of PROJECT
T/R shall undertake and fulfill the development of [ * ], so as to permit
MINOLTA's products identified in Exhibit F to connect to and be controlled by
the MicroPress commercial printing system in according with the PRODUCT
SPECIFICATION attached hereto as Exhibit B (hereinafter "PRODUCT"), and to the
PROJECT SCHEDULE attached hereto as Exhibit D (hereinafter "DEVELOPMENT").
* Confidential information has been omitted and filed separately with the
Commission.
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Exhibit B
PRODUCT SPECIFICATIONS
SPECIFICATION OVER VIEW
[ * ]
* Confidential information has been omitted and filed separately with the
Commission.
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Exhibit C
DELIVERABLES
------------------------- --------------------- ----------------- ------------------------
T/R DELIVERABLES Item Exclusive or Non- Description
Exclusive
------------------------- --------------------- ----------------- ------------------------
[ * ] [ * ] Exclusive [ * ] Print Drivers for
Communication Hardware Mac and Windows
Operating Systems
------------------------- --------------------- ----------------- ------------------------
Technology and Software [ * ] Enable Exclusive Enables Support for
Packages Software [ * ]
------------------------- --------------------- ----------------- ------------------------
[ * ] PPDs for Exclusive [ * ] Print Drivers for
Printer Drivers Mac and Windows
Operating Systems
------------------------- --------------------- ----------------- ------------------------
MicroPress Cluster Server Computer Non-Exclusive Intel PC Architecture
Server System
------------------------- --------------------- ----------------- ------------------------
Server Software Host Adapter Non-Exclusive Network Interface Card
[ * ] dedicated functions 10Base/100Base TX
------------------------- --------------------- ----------------- ------------------------
Ethernet Cable Non-Exclusive Ethernet Cable to
connect Host Adapter to
[ * ]
------------------------- --------------------- ----------------- ------------------------
Technology and Software Base Software Non-Exclusive RIP,PSM,[ * ]
Packages Enable([ * ]
Enable is
Exclusive, seeX2)
------------------------- --------------------- ----------------- ------------------------
Optional Software Non-Exclusive All Other Release
Software Modules
------------------------- --------------------- ----------------- ------------------------
* Confidential information has been omitted and filed separately with the
Commission.
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----------------------- --------------------------------------------
MINOLTA DELIVERABLES Description
----------------------- --------------------------------------------
[ * ] Copier [ * ] set of [ * ] Copier
[ * ] Copier, Finishers, Large Capacity Tray
----------------------- --------------------------------------------
Reference Controller [ * ] Controller
----------------------- --------------------------------------------
Specifications Video Interface Specification
Product Specification
Functional Specification
Inspection Specification
----------------------- --------------------------------------------
* Confidential information has been omitted and filed separately with the
Commission.
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Exhibit D
PROJECT SCHEDULE
T/R shall deliver MINOLTA the following T/R DELIVERABLES in accordance with the
following schedule.
Alpha Version of PRODUCT [ * ]
Beta Version of PRODUCT [ * ]
Final Candidate Version of PRODUCT [ * ]
Golden Master of PRODUCT [ * ]
The schedule is subject to change based on a change in the scope of the project
and/or deliverables. T/R and MINOLTA shall mutually agree to any changes in the
schedule.
* Confidential information has been omitted and filed separately with the
Commission.
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Exhibit E
Payment and Payment Schedule
1. MINOLTA shall pay [ * ] to T/R as entire development fee ("DEVELOPMENT
fee") for the PROJECT and deliver to T/R the devices specified in
Exhibit C.
2. DEVELOPMENT fee shall be paid in accordance with the following
schedule.
------------ ------------- ----------------------------------------------
PAYMENT AMOUNT TIMING
------------ ------------- ----------------------------------------------
Payment #1 $[ * ] Within [ * ] days after the last signature of
this Addendum
------------ ------------- ----------------------------------------------
Payment #2 $[ * ] Within [ * ] days after the FINAL ACCEPTANCE
------------ ------------- ----------------------------------------------
* Confidential information has been omitted and filed separately with the
Commission.
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Exhibit F
Specification of MINOLTA's products
[ * ]
* Confidential information has been omitted and filed separately with the
Commission.
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Exhibit G
Miscellaneous
1. The information for the PROJECT disclosed by T/R and MINOLTA to the
other party from April 10th, 2000 to Effective Date shall be treated
under Paragraph 14 of the MDA.
2. Notwithstanding Paragraph 1 hereof, the information for the PROJECT
disclosed by MINOLTA to T/R with a notice which is clearly marked "[ *
] Confidential Information" (hereinafter "[ * ] Confidential
Information") shall be treated as follows:
1) T/R shall keep confidential and not make disclosure (including
the filing of patent applications) of [ * ] Confidential
Information to any third party.
2) T/R shall limit access to [ * ] Confidential Information only
to T/R's employees who have a need to know it for the purpose
provided Paragraph 3) herein. T/R shall take strict
precautions to prevent any disclosure of [ * ] Confidential
Information by such employees to any third party or to any
other employees.
3) T/R shall use all or partial [ * ] Confidential Information
for the PROJECT and the manufacture of PRODUCT and not use it
for any other purpose without MINOLTA's prior written consent.
4) T/R shall not reproduce or redistribute [ * ] Confidential
Information without MINOLTA's prior written consent. As to [ *
] Confidential Information disclosed electronically, T/R may
print out only one copy of such information.
5) T/R shall promptly destroy or erase all or partial [ * ]
Confidential Information including all copies thereof if
permitted under Paragraph 4) upon the MINOLTA's request. If
MINOLTA requests that T/R return all or partial [ * ]
Confidential Information to MINOLTA, T/R shall promptly comply
with such request.
6) T/R shall keep [ * ] Confidential Information separately from
any other documents for the implementation of T/R's obligation
hereof and appoint a responsible person who shall manage [ * ]
Confidential Information.
7) T/R's obligation regarding [ * ] Confidential Information
hereof shall remain effective until August 3, 2003.
* Confidential information has been omitted and filed separately with the
Commission.
