Common use of Co-Development Agreements Clause in Contracts

Co-Development Agreements. Any operating system products (“OS Products”) that, in whole or in part, will be the subject of co-development or collaboration will be mutually agreed in writing from time to time. All co-development and collaboration will be subject to a definitive written co-development agreement to be mutually agreed by the parties prior to the commencement of the respective Collaboration Project(s). Such co-development agreements will include, among other things, terms and conditions providing for the following unless otherwise mutually agreed: (i) good faith efforts by each party to allocate engineering resources on a priority basis; (ii) each party bearing all direct and related costs associated with its development activities and personnel; (iii) Licensee sharing responsibility for providing PalmSource with compatibility tests and documentation for features or functions newly added by Licensee and agreeing to meet PalmSource’s then current requirements for dependencies related to dates, quality, and other specifics that may influence the widespread distribution of compatibility guidelines, tests, and metrics for the benefit of PalmSource’s business; (iv) ownership and other provisions consistent with those set forth in Section 10 of the Software License Agreement, under which, among other things, Licensee retains ownership of Licensee Add-On Modules and Licensee Replacement Fragments and PalmSource owns Derivative Works and other OS Developments; (v) a perpetual, irrevocable, non-terminable, paid-up, royalty-free, worldwide right and license for PalmSource to use, make and have made, modify, prepare and have prepared derivative works based on, reproduce, have reproduced, demonstrate, distribute, license, offer for sale, sell and import all OS Products that, in whole or in part, are the subject of co-development or collaboration, with the exclusive right to license such OS Products to third parties; and (vi) upon confirmation that a co-developed OS Product is feasible in commercial production and meets all of PalmSource’s then current requirements for a Golden Master Release of the PS OS Software (including, without limitation, compatibility, interoperability, reliability, support requirements and the like), the right for Licensee to obtain license a license to such co-developed OS Product (“Developed OS”) under the Software License Agreement (“Developed OS License”) on the same terms and conditions set forth therein, including the obligation to pay royalties and maintenance fees for such Developed OS. Except as otherwise expressly agreed in the co-development agreement, any use by Licensee of the PS Product Software and PS Source Code and/or PS Source Code Documentation for the co-development or collaboration hereunder shall be subject to the terms and conditions of the Software License Agreement. If the co-development agreement expressly provides for different or additional terms and conditions regarding the use of PS Product Software, PS Source Code and/or PS Source Code Documentation for the purpose of co-development such terms and conditions will apply solely to the Collaboration Project under that agreement. The parties agree that the co-development agreement will contain appropriate terms and conditions to allow Licensee to reasonably conduct the development tasks assigned to Licensee under the respective Collaboration Project and will otherwise preserve the confidentiality and other protections provided in the Software License Agreement for the PS Source Code and/or PS Source Code Documentation.

Co-Development Agreements. Any operating system products (“OS Products”) thatproducts, whether in whole or in part, that will be the subject of such co-development or collaboration will be mutually agreed in writing from time to time. All co-development and collaboration will be subject to a definitive written co-development agreement to be mutually agreed by the parties prior to the commencement of the respective Collaboration Project(sproject(s). Such co-development agreements agreement will include, among other things, terms and conditions providing for the following unless otherwise mutually agreed: (i) good faith efforts by each party to allocate engineering resources on a priority basis; , (ii) each party bearing all direct and related costs associated with its development activities and personnel; , (iii) Licensee Sony sharing responsibility for providing PalmSource with compatibility tests and documentation for features or functions newly added by Licensee Sony and agreeing to meet PalmSource’s then current requirements for dependencies related to dates, quality, and other specifics that may influence the widespread distribution of compatibility guidelines, tests, and metrics for the benefit of PalmSource’s business; , (iv) ownership and other provisions consistent with those set forth in Section 10 9 of the Software License Agreement, under which, among other things, Licensee Sony retains ownership of Licensee Add-On Modules and Licensee Replacement Fragments and PalmSource owns Derivative Works and other OS Developments; , (v) a perpetual, irrevocable, non-terminable, paid-up, royalty-free, worldwide right and license for PalmSource to use, make and have made, modify, prepare and have prepared derivative works based on, reproduce, have reproduced, demonstrate, distribute, license, offer for sale, sell and import all OS Products that, in whole or in part, are the subject of co-development or collaborationdeveloped OS software, with the exclusive right to license such OS Products products to third parties; , and (vi) upon confirmation that a co-developed OS Product product is feasible in commercial production and meets all of PalmSource’s then current requirements for a Golden Gold Master Release of the PS Palm OS Software (including, without limitation, compatibility, interoperability, reliability, support requirements and the like), the right for Licensee [**] Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. SONY AND PALMSOURCE CONFIDENTIAL Sony to obtain license a license to of such co-developed OS Product product (“Developed OS”) under the Software License Agreement (“Developed OS License”) on the same terms and conditions set forth therein, including the obligation to pay royalties and maintenance fees for such Developed OS. Except as otherwise expressly agreed in the co-development agreement, any use by Licensee Sony of the PS Product Palm Software and PS Palm Source Code and/or PS Palm Source Code Documentation for the co-development or collaboration hereunder shall be subject to the terms and conditions of the Software License Agreement. If the co-development agreement expressly provides for different or additional terms and conditions regarding the use of PS Product Palm Software, PS Palm Source Code and/or PS Palm Source Code Documentation for the purpose of co-development such terms and conditions will apply solely to the Collaboration Project co-development project under that agreement. The parties agree that the co-development agreement will contain appropriate terms and conditions to allow Licensee Sony to reasonably conduct the development tasks assigned to Licensee Sony under the respective Collaboration Project co-development project and will otherwise preserve the confidentiality and other protections provided in the Software License Agreement for the PS Palm Source Code and/or PS Palm Source Code Documentation.

Co-Development Agreements. Any operating system products (“OS Products”) thatproducts, whether in whole or in part, that will be the subject of such co-development or collaboration will be mutually agreed in writing from time to time. All co-development and collaboration will be subject to a definitive written co-development agreement to be mutually agreed by the parties prior to the commencement of the respective Collaboration Project(sproject(s). Such co-development agreements agreement will include, among other things, terms and conditions providing for the following unless otherwise mutually agreed: (i) good faith efforts by each party to allocate engineering resources on a priority basis; , (ii) each party bearing all direct and related costs associated with its development activities and personnel; , (iii) Licensee Sony sharing responsibility for providing PalmSource with compatibility tests and documentation for features or functions newly added by Licensee Sony and agreeing to meet PalmSource’s then current requirements for dependencies related to dates, quality, and other specifics that may influence the widespread distribution of compatibility guidelines, tests, and metrics for the benefit of PalmSource’s business; , (iv) ownership and other provisions consistent with those set forth in Section 10 9 of the Software License Agreement, under which, among other things, Licensee Sony retains ownership of Licensee Add-On Modules and Licensee Replacement Fragments and PalmSource owns Derivative Works and other OS Developments; , (v) a perpetual, irrevocable, non-terminable, paid-up, royalty-free, worldwide right and license for PalmSource to use, make and have made, modify, prepare and have prepared derivative works based on, reproduce, have reproduced, demonstrate, distribute, license, offer for sale, sell and import all OS Products that, in whole or in part, are the subject of co-development or collaborationdeveloped OS software, with the exclusive right to license such OS Products products to third parties; , and (vi) upon confirmation that a co-developed OS Product product is feasible in commercial production and meets all of PalmSource’s then current requirements for a Golden Gold Master Release of the PS Palm OS Software (including, without limitation, compatibility, interoperability, reliability, support requirements and the like), the right for Licensee Sony to obtain license a license to of such co-developed OS Product product (“Developed OS”) under the Software License Agreement (“Developed OS License”) on the same terms and conditions set forth therein, including the obligation to pay royalties and maintenance fees for such Developed OS. Except as otherwise expressly agreed in the co-development agreement, any use by Licensee Sony of the PS Product Palm Software and PS Palm Source Code and/or PS Palm Source Code Documentation for the co-development or collaboration hereunder shall be subject to the terms and conditions of the Software License Agreement. If the co-development agreement expressly provides for different or additional terms and conditions regarding the use of PS Product Palm Software, PS Palm Source Code and/or PS Palm Source Code Documentation for the purpose of co-development such terms and conditions will apply solely to the Collaboration Project co-development project under that agreement. The parties agree that the co-development agreement will contain appropriate terms and conditions to allow Licensee Sony to reasonably conduct the SONY AND PALMSOURCE CONFIDENTIAL development tasks assigned to Licensee Sony under the respective Collaboration Project co-development project and will otherwise preserve the confidentiality and other protections provided in the Software License Agreement for the PS Palm Source Code and/or PS Palm Source Code Documentation.