Exhibit 10.51
ATTACHMENT #2
to
LICENSE SYSTEM ADDENDUM #3
between
SEIKO EPSON CORPORATION
and
PEERLESS SYSTEMS IMAGING PRODUCTS, INC.
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated as *. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.
SEC/PSIP Attachment #2 (LSA #3) CONFIDENTIAL
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ATTACHMENT #2 TO THE LICENSED SYSTEM ADDENDUM #3
This Attachment #2 ("Attachment #2) dated July 23, 2001 (the "Effective Date")
to Licensed System Addendum #3 dated December 31, 2000 ("LSA #3") is entered
into by and between SEIKO EPSON Corporation, a Japanese corporation,
(hereinafter "SEC") and Peerless Systems Imaging Products, Inc., a Washington
corporation, (hereinafter "PSIP") pursuant to the provisions of the Master
Technology License Agreement between those parties dated April 1, 2000
(hereinafter the "MTLA"). This Attachment #2 is hereby made a part thereof, and
the terms and conditions of the MTLA and LSA #3 thereto are incorporated by
reference herein.
WHEREAS, SEC and PSIP now wish that PSIP grants to SEC an additional Block
License for use in the Authorized SEC Devices identified in Exhibit A, Section 2
of LSA #3.
NOW THEREFORE, SEC and PSIP hereto agree as follows effective August 1, 2001:
1. Subject to the payment of all fees herein, PSIP grants to SEC an
additional Block License under the same terms and conditions of LSA #3
in the amount of * dollars (U.S.$ *).
2. In exchange for this additional Block License, SEC agrees to pay PSIP
* dollars (U.S.$ *) which shall be due and payable within sixty (60)
days of the execution of this Attachment #2. PSIP agrees that such
payments require the receipt by SEC of original invoices and the
required Tax Application Form for Income Tax Convention with PSIP's
signature. SEC will provide the required Tax Application Form for
Income Tax Convention and PSIP will sign as appropriate and return the
form to SEC. Payments made hereunder are non-cancelable,
non-refundable, and non-transferable.
3. The Per Unit License Fees stated in Exhibit B (and more specifically
Tables 10, 11, 12, and 13) to LSA #3 shall apply until the crediting
of the equivalent earned Per Unit License Fee equals U.S.$ * (*
dollars). The U.S.$ * (* dollars) is the total of the original Block
License in LSA #3 of U.S.$ * (* dollars), plus the Block License
granted in Attachment #1 of U.S.$ * (* dollars, plus the Block License
granted in this Attachment #2 of U.S.$ * (* dollars).
4. LSA #3, Exhibit B, Section 1.2.3 e) ii), shall be replaced in its
entirety with the following:
"SEC, at its sole discretion, may purchase additional Block
License(s)in the amount of $* (* dollars) or more (but under $*) each
under the same and conditions as enumerated herein."
5. LSA #3, Exhibit B, Section 1.3.1 a) shall be replaced in its entirety
with the following:
"Additional Block Licenses will be issued in the denomination of U.S.
$* (* dollars for each new LSA which covers one or more New Authorized
SEC Devices. *
* Confidential treatment has been requested for portions of this exhibit. The
copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *. A complete version of this exhibit has
been filed separately with the Securities and Exchange Commission.
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Final (July 11, 2001) Page 1 of 3 Initials: SEC ___; PSIP ___
SEC/PSIP Attachment #2 (LSA #3) CONFIDENTIAL
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use two (2) new printer engines, then the Additional Block License
will be denominated at U.S.$ *.)"
6. Except as expressly provided herein, all the terms of the MTLA and LSA
#3 shall continue in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have executed this Attachment #2 as of
the Effective Date.
SEIKO EPSON CORPORATION Peerless Systems Imaging Products, Inc.
By: By:
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇▇
---------------------------------- ----------------------------------------
(Authorized Signature) (Authorized Signature)
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇
Title: General Manager Title: Vice President of Sales
Date: July 23, 2001 Date: July __, 2001
///End
* Confidential treatment has been requested for portions of this exhibit. The
copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *. A complete version of this exhibit has
been filed separately with the Securities and Exchange Commission.
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Final (July 11, 2001) Page 2 of 3 Initials: SEC ___; PSIP ___
