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EXHIBIT 2.2
AMENDMENT TO SOFTWARE LICENSE AGREEMENT
This AMENDMENT TO SOFTWARE LICENSE AGREEMENT (this "Amendment") is made
and entered into as of December 31, 1999 (the "Effective Date"), and shall serve
to amend the Software License Agreement (the "Agreement") dated December 6, 1999
by and among SalesLogix Corporation, a Delaware corporation with its principal
offices located at 0000 X. Xxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx
00000 ("SalesLogix"), and Symantec Corporation, a Delaware corporation with its
principal offices located at 00000 Xxxxxxx Xxxxx Xxxx., Xxxxxxxxx, Xxxxxxxxxx
00000 ("Parent"), and Symantec Limited, a corporation organized under the laws
of Ireland, with its principal offices located at Ballycoolin Business park,
Blanchardstown, Xxxxxx 00, Xxxxxxx ("Subsidiary"). Parent and Subsidiary are
collectively referred to herein as "Symantec".
RECITALS
A. Symantec and SalesLogix are parties to the Agreement, which
provides, among other things, for SalesLogix to license, on an
exclusive basis, Symantec's ACT! product line and certain
related rights and Intellectual Property, with an option to
purchase the product line.
B. The parties have agreed to amend and supplement the Agreement
as set forth herein.
WHEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Capitalized terms used herein and not otherwise defined shall
have the respective meanings set forth in the Agreement.
2. The following definition shall be added to Section 1 of the
Agreement:
"Symantec Disclosure Letter" means the disclosure letter dated
as of the Effective Date which is being delivered by Symantec
to SalesLogix concurrently with the execution of this
Agreement as provided in Section 11, along with the additional
disclosure letter dated as of the Closing Date which is being
delivered by Symantec to SalesLogix at the Closing."
3. Section 1.46 of the Agreement shall be replaced in its
entirety with the following wording:
"Tangible Assets" means the tangible assets listed on Exhibit
D, which shall be deemed to have the aggregate purchase price
as set forth in Section 16 of the Amendment to the Agreement."
4. The final sentence of Section 3.2 of the Agreement shall be
replaced in its entirety with the following sentence:
"Symantec shall use commercially reasonable efforts to deliver
to SalesLogix at the Closing the Deliverables described on
Exhibit I. SalesLogix acknowledges that it may be difficult or
impractical for Symantec to deliver all Deliverables at
Closing and agrees that Symantec shall have up to fourteen
(14) days following Closing to complete delivery of the
Deliverables. Notwithstanding this grace
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period, Symantec agrees that upon SalesLogix's written
request, it will deliver as soon as reasonably possible any
specific Deliverables that SalesLogix identifies as needed
before the end of this grace period."
5. Exhibit C of the Agreement shall be replaced in its entirety
with the Exhibit C attached as Appendix 1 hereto.
6. Exhibit D of the Agreement shall be replaced in its entirety
with the Exhibit D attached as Appendix 2 hereto.
7. Exhibit G of the Agreement shall be replaced in its entirety
with the Exhibit G attached as Appendix 3 hereto.
8. Exhibit J of the Agreement shall be replaced in its entirety
with the Exhibit J attached as Appendix 4 hereto.
9. Exhibit T of the Agreement shall be replaced in its entirety
with the Exhibit T attached as Appendix 5 hereto.
10. Exhibit T-1 of the Agreement shall be replaced in its entirety
with the Exhibit T-1 attached as Appendix 6 hereto.
11. Exhibit T-3 of the Agreement shall be replaced in its entirety
with the Exhibit T-3 attached as Appendix 7 hereto.
12. Symantec acknowledges that SalesLogix has not obtained all of
the licenses for the Third Party Software listed on Exhibit
T-3 of the Agreement, and the parties waive such condition to
Closing pursuant to Sections 4.4 and 5.4 of the Agreement.
Following the Closing, SalesLogix shall be solely responsible
and liable for obtaining all licenses for the Third Party
Software and/or SalesLogix's reproduction, use or distribution
of any Third Party Software listed on Exhibit T-3 to the
Agreement.
13. SalesLogix acknowledges that Symantec has not obtained the
consent of Yahoo, Inc. ("Yahoo") to sublicense and delegate to
SalesLogix its rights and obligations, respectively, pursuant
to the Directory Distribution Agreement dated December 1997
(as amended pursuant to the amendment thereto dated June 4,
1999) between Symantec and Yahoo (the "Yahoo Agreement"), and
Symantec waives such condition to Closing pursuant to Section
5.4 of the Agreement. Symantec shall exercise commercially
reasonable efforts to obtain such consent from Yahoo by
January 21, 2000 and, upon Symantec's request, SalesLogix
shall provide its reasonable cooperation and assistance to
obtain such consent. In the event Symantec is unable to obtain
such consent from Yahoo by January 21, 2000, Symantec shall
have no further obligation to obtain such consent, and the
Yahoo Agreement shall no longer be a Sublicensed Contract.
Following January 21, 2000, SalesLogix shall be solely
responsible and liable for the use of, or reference, link or
hyperlink to, any Yahoo internet site or directory in
connection with the Licensed Products.
14. Subsection (a) of Section 14.2 of the Agreement shall be
replaced in its entirety with the following wording: "(a) the
failure of any representation or warranty of Symantec
contained in this Agreement (including any schedule or exhibit
hereto), to be true and correct as of the Closing Date, and
even though disclosed, the Simple Sophistication Claim and the
King Claim disclosed in the Symantec Disclosure Letter;"
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15. The final sentence of Section 14.5 of the Agreement shall be
replaced in its entirety with the following wording:
16. "Notwithstanding the foregoing (i) the Symantec Basket and the
Symantec Cap shall not apply to those certain potential
infringement matters disclosed in the Symantec Disclosure
Letter described as the Simple Sophistication Claim and the
King Claim and (ii) SalesLogix and any other Indemnified Party
shall be entitled to recover any Loss arising from fraud or
willful misconduct on the party of Symantec."
17. SalesLogix acknowledges that the inventory and the intangible
assets transferred under the Agreement are being acquired with
the intent to resell and are expected to be exempt from sales
and use tax. The parties agree that the consideration paid by
SalesLogix to Symantec under the Agreement shall be allocated
as follows:
18. Inventory: Symantec's cost multiplied by the quantity on hand
on the Closing Date
19. Equipment listed on Exhibit D: Symantec's net book value on
the Closing Date
20. Manuals, schema, drawings, designs and other tangible
manifestations of intangible property: $10,000
21. Other intangibles: Remainder of the consideration for sales
tax purposes, the consideration for the inventory, computer
equipment, and tangible manifestations of intangible property
is deemed to have been paid to Symantec as part of the
consideration paid by SalesLogix pursuant to Section 6.1.1 of
the Agreement.
22. SalesLogix and Parent agree to share equally the costs
incurred for the services provided by DSI Technology Escrow
Services, Inc. ("DSI") pursuant to the Preferred Escrow
Agreement, of even date herewith, between DSI, Parent and
SalesLogix.
23. All provisions of the Agreement, except as modified by this
Amendment, shall remain in full force and effect and are
hereby reaffirmed.
IN WITNESS WHEREOF, SalesLogix, Parent and Subsidiary have executed
this Amendment as of the Effective Date.
SALESLOGIX CORPORATION SYMANTEC CORPORATION
By /s/ Xxxx Xxxxx By /s/ Xxxx Xxxxx
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Title Chief Financial Officer Title Vice President, Finance and
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Date 12/30/99 Chief Financial Officer
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Date 12/31/99
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SYMANTEC LIMITED
By /s/ Xxxxx Xxxxx
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Title Director
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Date 12/31/99
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[Signature page to Amendment to Software License Agreement]
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