INDEMNIFICATION AGREEMENTIndemnification Agreement • July 3rd, 2003 • Palmsource Inc • Delaware
This Indemnification Agreement (“Agreement”) is entered into as of the day of , 2003 by and between PalmSource, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).
PALMSOURCE, INC. MANAGEMENT RETENTION AGREEMENTManagement Retention Agreement • August 18th, 2005 • Palmsource Inc • Services-prepackaged software • California
This Management Retention Agreement (the “Agreement”) is made and entered into by and between Michael Kelley (the “Employee”) and PalmSource, Inc. (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).
PALMSOURCE, INC. SEVERANCE AGREEMENTSeverance Agreement • August 18th, 2005 • Palmsource Inc • Services-prepackaged software • California
This Agreement is made by and between PalmSource, Inc. (the “Company”), and you, Michael Kelley, as of August 16, 2005 (the “Effective Date”). For purposes of this Agreement, the “Company” shall include any parent or subsidiary of the Company, unless the context clearly requires otherwise.
AMENDED AND RESTATED SOFTWARE LICENSE AGREEMENTSoftware License Agreement • September 25th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Amended and Restated Software License Agreement (the “Agreement”) is made and entered into by and between PalmSource, Inc. (“PalmSource”), a Delaware corporation with a place of business at 1240 Crossman Avenue, Sunnyvale, California 94089-1116, and PalmSource Overseas Limited, a company organized and existing under the laws of Cayman Islands, with its registered office at West Wing Building, Harbour Drive, George Town, Grand Cayman, Cayman Islands, British West Indies (referred to individually as “PalmSource Cayman” or collectively with PalmSource, Inc. as “PalmSource”) and Palm, Inc., a Delaware corporation with a place of business at 400 N. McCarthy Boulevard, Milpitas, CA 95035 and Palm Ireland Investment, a company organized and existing under the laws of The Republic of Ireland with a place of business at 25-28 North Wall Quay, International Financial Services Centre, Dublin 1, Ireland (referred to individually as “Palm Ireland” or collectively with Palm, Inc. as “Palm” or a
STRATEGIC COLLABORATION AGREEMENTStrategic Collaboration Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Strategic Collaboration Agreement (“Agreement”) is made and entered into between and among PalmSource, Inc., a Delaware corporation with a place of business at 1240 Crossman Avenue, Sunnyvale, California 94089-1116, Palm Platform Overseas Limited, a company organized and existing under the laws of Cayman Islands, with its registered office at West Wing Building, Harbour Drive, George Town, Grand Cayman, Cayman Islands, British West Indies (referred to individually as “PalmSource Cayman” or collectively with PalmSource, Inc. as “PalmSource”), and Palm, Inc. (“Palm” or “Licensee”), a Delaware corporation with a place of business at 400 N. McCarthy Boulevard, Milpitas, CA 95035. This Agreement is executed as of June 3, 2003 (“Execution Date”) and is effective as of the Effective Date (as that term is defined below).
AMENDED AND RESTATED INTERCOMPANY LOAN AGREEMENTIntercompany Loan Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This AMENDED AND RESTATED INTERCOMPANY LOAN AGREEMENT (this “Amended and Restated Loan Agreement”) is entered into and made effective as of June 3, 2003, by and between Palm, Inc., a Delaware corporation (“Lender”), and PalmSource Holding Company, a Delaware corporation (“Borrower”) and a wholly owned subsidiary of PalmSource, Inc. (“PalmSource”).
AGREEMENT AND PLAN OF MERGER by and among: PALMSOURCE, INC., a Delaware Corporation; APOLLO MERGER SUB, INC., a Delaware Corporation; and ACCESS CO., LTD., a Japanese Corporation.Merger Agreement • September 9th, 2005 • Palmsource Inc • Services-prepackaged software • Delaware
Agreement and Plan of Merger (“Agreement”), dated as of September 8, 2005, by and among ACCESS Co., Ltd., a Japanese corporation (“Parent”), Apollo Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and PalmSource, Inc., a Delaware corporation (“Company”). Certain capitalized terms have the meanings given to such terms in Article IX.
ContractSoftware License Agreement • September 25th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Amendment No. 2 (“Amendment”) amends the Amended and Restated Software license Agreement dated the 4th day of June 2003, by and among Palm Source, Inc., PalmSource Overseas Limited (collectively, “PalmSource”), Palm, Inc. and Palm Ireland Investments (collectively, “Licensee”) (the “Agreement”). The provisions of this document are hereby incorporated into the Agreement and shall control over contradicting terms therein. Unless otherwise defined herein, capitalized terms shall have the meaning set forth in the Agreement.
Palm, Inc.Cash Contributions Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software
We refer to the Master Separation Agreement, effective as of December 3, 2001 (the “Master Separation Agreement”), between Palm, Inc., a Delaware corporation (“Palm”), and PalmSource, Inc., a Delaware corporation (“PalmSource”), and the exhibits thereto and any other agreements and documents relating to the separation of Palm and PalmSource (the “Separation”).
ASSIGNMENT AND ASSUMPTION AGREEMENT FOR THE AMENDED AND RESTATED INTERCOMPANY LOAN AGREEMENTAssignment and Assumption Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This ASSIGNMENT AND ASSUMPTION AGREEMENT FOR THE AMENDED AND RESTATED INTERCOMPANY LOAN AGREEMENT, is entered into and made effective as of June 3, 2003 (this “Agreement”), by and among PalmSource Holding Company, a Delaware corporation (“Assignor”), PalmSource, Inc., a Delaware corporation (“Assignee”), and Palm, Inc., a Delaware corporation (“Lender”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED SOFTWARE LICENSE AGREEMENTSoftware License Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software
This Amendment No. 1 to Amended and Restated Software License Agreement (the “First Amendment”) is made and entered into this 23rd day of July, 2003 (the “First Amendment Execution Date”) by and between PalmSource, Inc. (“PalmSource”), a Delaware corporation with a place of business at 1240 Crossman Avenue, Sunnyvale, California 94089-1116, PalmSource Overseas Limited, a company organized and existing under the laws of Cayman Islands, with its registered office at West Wing Building, Harbour Drive, George Town, Grand Cayman, Cayman Islands, British West Indies (referred to individually as “PalmSource Cayman” or collectively with PalmSource, Inc. as “PalmSource”), Palm, Inc., a Delaware corporation with a place of business at 400 N. McCarthy Boulevard, Milpitas, CA 95035 and Palm Ireland Investment, a company organized and existing under the laws of The Republic of Ireland with a place of business at 25-28 North Wall Quay, International Financial Services Centre, Dublin 1, Ireland (refe
OPERATING AGREEMENT OF PALM TRADEMARK HOLDING COMPANY, LLCOperating Agreement • September 25th, 2003 • Palmsource Inc • Services-prepackaged software • Delaware
This Operating Agreement of Palm Trademark Holding Company, LLC (the “Company”) among PalmSource, Inc., a Delaware corporation (“PalmSource”) and Palm, Inc., a Delaware corporation (“PalmOne”) is amended and restated on September 24, 2003 (the “Execution Date”) and shall be effective as of June 2, 2003 (the “Effective Date”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in Article 2.
AMENDMENT NO. 1 TO STRATEGIC COLLABORATION AGREEMENTStrategic Collaboration Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software
This Amendment No. 1 to Strategic Collaboration Agreement (the “First Amendment”) is made and entered into this 23rd day of July, 2003 (the “First Amendment Execution Date”) by and between PalmSource, Inc. (“PalmSource”), a Delaware corporation with a place of business at 1240 Crossman Avenue, Sunnyvale, California 94089-1116, PalmSource Overseas Limited, a company organized and existing under the laws of Cayman Islands, with its registered office at West Wing Building, Harbour Drive, George Town, Grand Cayman, Cayman Islands, British West Indies (referred to individually as “PalmSource Cayman” or collectively with PalmSource, Inc. as “PalmSource”), and Palm, Inc., a Delaware corporation with a place of business at 400 N. McCarthy Boulevard, Milpitas, CA 95035 (“Palm” or “Licensee”).
2,750,000 Shares PALMSOURCE, INC. Common Stock ($0.001 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • March 18th, 2004 • Palmsource Inc • Services-prepackaged software • New York
PalmSource, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 2,750,000 shares of the Company’s Common Stock, $0.001 par value (the “Firm Shares”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell to the Underwriters at the Underwriters’ option an aggregate of up to 412,500 additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below.
ELAINE SOFTWARE LICENSE AND SERVICES AGREEMENTSoftware License and Services Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Elaine Software License and Services Agreement (“Agreement”) is executed June 3, 2003 (the “Execution Date”) and effective as of December 3, 2001 (the “Effective Date”), by and between PalmSource, Inc. (“PalmSource”), a Delaware corporation with a place of business at 1240 Crossman Avenue, Sunnyvale, CA 94089, PalmSource Overseas Limited, a company organized and existing under the laws of Cayman Islands, with its registered office at West Wing Building, Harbour Drive, George Town, Grand Cayman, Cayman Islands, British West Indies (referred to individually as “PalmSource Cayman” or collectively with PalmSource, Inc. as “PalmSource”) and Palm, Inc., a Delaware corporation with a place of business at 400 N. McCarthy Blvd., Milpitas, CA 95035, and its Wholly Owned Subsidiaries (as defined below) (referred to collectively with Palm, Inc. as “Palm” or “Licensee”).
BUSINESS COLLABORATION AGREEMENTBusiness Collaboration Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Business Collaboration Agreement (“Agreement”) is entered into as of October 7, 2002 (“Effective Date”) by and between PalmSource, Inc., a Delaware corporation with a principal place of business at 5470 Great America Parkway, Santa Clara, California 95052-8145, U.S.A. (“PalmSource”) and Sony Corporation, a Japanese corporation with its principal place of business at 6-7-35 Kitashinagawa, Shinagawa-ku, Tokyo 141-0001, Japan (“Sony”).
PALMSOURCE-ACCESS MASTER LICENSE AND DISTRIBUTION AGREEMENTMaster License and Distribution Agreement • September 25th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Master License and Distribution Agreement (“AGREEMENT”) is entered into this 11th day of June, 2002 (the “EFFECTIVE DATE”), by and between ACCESS Systems America, Inc., a Delaware corporation having its principal place of business at 48371 Fremont Blvd., Suite 101, Fremont, CA 94538 (“ASA”) and PalmSource, Inc., a Delaware corporation having its principal place of business at 5470 Great America Parkway, Santa Clara, CA 95052 (“PALMSOURCE”).
AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENTTrademark License Agreement • August 15th, 2005 • Palmsource Inc • Services-prepackaged software • California
This AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT (the “Agreement”) is made and entered into as of May 23, 2005 (“Execution Date”) and is effective as of May 24, 2005 (“Effective Date”) by and between Palm Trademark Holding Company, LLC, a Delaware Limited Liability Company, having an office at 1188 East Arques Avenue, Sunnyvale, California 94085 and, after the Effective Date, such office shall be at 400 N. McCarthy Blvd., Milpitas, California 95035 (“Company”), and PalmSource, Inc., a Delaware corporation, having an office at 1188 East Arques Avenue, Sunnyvale, California 94085 (“PalmSource”).
DEVELOPMENT AGREEMENTDevelopment Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Development Agreement (“Agreement”) is entered into as of November 26, 2002 (the “Effective Date”) by and between PalmSource, Inc., a Delaware corporation with a principal place of business at 1240 Crossman Avenue, Sunnyvale, CA 94059 (“PalmSource”) and Palm, Inc., a Delaware corporation with its principal place of business at 400 N. McCarthy Boulevard, Milpitas, CA 95035 (“Developer”).
AMENDMENT NO. 1 MASTER TECHNOLOGY OWNERSHIP AND LICENSE AGREEMENTMaster Technology Ownership and License Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software
This Amendment No. 1, dated this 3rd day of June, 2003, modifies that certain Master Technology Ownership and License Agreement (the “Agreement”) executed on May 9, 2002 and made effective as of December 3, 2001, between Palm, Inc., a Delaware corporation (“Palm”), and PalmSource, Inc., a Delaware corporation (“PalmSource”).
MASTER TECHNOLOGY OWNERSHIP AND LICENSE AGREEMENT between PALM, INC. and PALMSOURCE, INC. Effective as of December 3, 2001Master Technology Ownership and License Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Master Technology Ownership and License Agreement (the “Agreement”) is executed on May 9, 2002 and made effective as of December 3, 2001 (the “Effective Date”), between Palm, Inc., a Delaware corporation (“Palm”), having an office at 5470 Great America Parkway, Santa Clara, California, 95054, and PalmSource, Inc., a Delaware corporation (“PalmSource”), having an office at 5470 Great America Parkway, Santa Clara, California, 95054.
AMENDED AND RESTATED TAX SHARING AGREEMENTTax Sharing Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Amended and Restated Tax Sharing Agreement (the “Agreement”) by and between Palm, Inc., a Delaware corporation (“Parent”) and its subsidiary PalmSource, Inc., a Delaware corporation (“Subsidiary”) is executed and effective on June 3, 2003 (the “Effective Date”), and amends and restates the Amended Tax Sharing Agreement between Parent and Subsidiary dated August 8, 2002.
MASTER DEVELOPMENT AGREEMENTMaster Development Agreement • September 25th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Master Development Agreement (“Agreement”) is entered into as of February 24, 2003 and is effective as of October 7, 2002 (“Effective Date”) by and between PalmSource, Inc., a Delaware corporation with a principal place of business at 1240 Crossman Avenue, Sunnyvale, CA 94089 (“PalmSource”) and Sony Corporation, a Japanese corporation with its principal place of business at 6-7-35 Kitashinagawa Shinagawa, Tokyo, Japan (“Sony”).
AMENDMENT NO. 1 TO GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENTGeneral Assignment and Assumption Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This AMENDMENT NO. 1 TO GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Amendment”) between Palm, Inc., a Delaware corporation (“Palm”), and PalmSource, Inc., a Delaware corporation (“PalmSource”), is executed on June 3, 2003 and made effective as of the effective date of the Tax-Free Spin-Off (as defined below) (the “Effective Date”).
PURCHASE AGREEMENTPurchase Agreement • May 25th, 2005 • Palmsource Inc • Services-prepackaged software • Delaware
THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 23, 2005, by and among PalmSource, Inc., a Delaware corporation (“Seller”), Palm Trademark Holding Company, LLC, a Delaware limited liability company (the “Company”), and palmOne, Inc., a Delaware corporation (“Purchaser”). For purposes of this Agreement, all capitalized terms used herein without definition have the respective meanings set forth in Article X.
Original Equipment Manufacturer License AgreementOriginal Equipment Manufacturer License Agreement • September 25th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Original Equipment Manufacturer License Agreement (this “Agreement”) is effective February 18, 2002 (the “Effective Date”), by and between Communication Intelligence Corporation, 275 Shoreline Drive, Suite 500, Redwood Shores, California 94065 a Delaware corporation (“CIC”), and PalmSource, Inc., a Delaware corporation, 5470 Great America Parkway, Santa Clara, California 95054, including all of its present and future subsidiaries, defined as more than fifty percent (50%) owned (collectively, “Licensee”).
MASTER PATENT OWNERSHIP AND LICENSE AGREEMENT BETWEEN PALM, INC. AND PALMSOURCE, INC. Effective as of December 3, 2001Master Patent Ownership and License Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Master Patent Ownership and License Agreement (the “Agreement”) is executed on May 9, 2002 and made effective as of December 3, 2001 (the “Effective Date”), between Palm, Inc., a Delaware corporation (“Palm”), having an office at 5470 Great America Parkway, Santa Clara, California, 95054 and PalmSource, Inc., a Delaware corporation (“PalmSource”), having an office at 5470 Great America Parkway, Santa Clara, California, 95054.
AMENDMENT NO. 1 MASTER CONFIDENTIAL DISCLOSURE AGREEMENTMaster Confidential Disclosure Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software
This Amendment No. 1, dated this 3rd day of June, 2003, modifies that certain Master Confidential Disclosure Agreement (the “Agreement”) executed on May 9, 2002 and made effective as of December 3, 2001, between Palm, Inc., a Delaware corporation (“Palm”), and PalmSource, Inc., a Delaware corporation (“PalmSource”).
MASTER CONFIDENTIAL DISCLOSURE AGREEMENT between PALM, INC. and PALMSOURCE, INC. Effective as of December 3, 2001Master Confidential Disclosure Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Master Confidential Disclosure Agreement (the “Agreement”) is executed on May 9, 2002 and made effective as of December 3, 2001 (the “Effective Date”), between Palm, Inc., a Delaware corporation (“Palm”), having an office at 5470 Great America Parkway, Santa Clara, California, 95054 and PalmSource, Inc., a Delaware corporation (“PalmSource”), having an office at 5470 Great America Parkway, Santa Clara, California, 95054.
SDIO LICENSE AGREEMENTSdio License Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This SDIO License Agreement is executed November 26, 2002 (the “Effective Date”), by and between PalmSource, Inc. (“Licensee”), a Delaware corporation with a place of business at 1240 Crossman Avenue, Sunnyvale, CA 94089, and Palm, Inc., a Delaware corporation with a place of business at 400 N. McCarthy Boulevard, Milpitas, CA, 95035, (“Palm”).
KADAK Products Ltd. Software License AgreementSoftware License Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software
WIND RIVER SYSTEMS, INC. SOURCE CODE LICENSE AND DISTRIBUTION AGREEMENT (Source Code Only Products)Source Code License and Distribution Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Source Code License and Distribution Agreement (“Agreement”) is made and entered into as of 20 – JUL – 2000 (the “Effective Date”) by and between Wind River Systems, Inc., a Delaware corporation (“Wind River”), and Palm, Inc., a Delaware corporation having a principal place of business at the address set forth on Exhibit A attached hereto (“Customer”). The parties agree as follows:
AGREEMENT AND PLAN OF AMALGAMATION by and among: PALMSOURCE, INC., a Delaware corporation; CUBS ACQUISITION SUB LLC, a Delaware limited liability company; CHINA MOBILESOFT LTD., a company incorporated under the laws of Bermuda; MOBILESOFT TECHNOLOGY...Agreement and Plan of Amalgamation • December 14th, 2004 • Palmsource Inc • Services-prepackaged software • Delaware
This Agreement and Plan of Amalgamation (“Agreement”) is made and entered into as of December 8, 2004 by and among PalmSource, Inc., a Delaware corporation (“Purchaser”), Cubs Acquisition Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Purchaser (“Amalgamation Sub”), China MobileSoft Ltd., a company organized under the laws of Bermuda (the “Company”), MobileSoft Technology (Nanjing) Corporation, Ltd., a company organized under the laws of the People’s Republic of China and wholly owned subsidiary of the Company (the “Operating Company”), One Degree Capital Corp., a company organized under the laws of British Columbia, Canada (the “Shareholder Representative”), solely for purposes of being and in its capacity as the Shareholder Representative; Jiping Wang, an individual, and Dr. John Ostrem, an individual (together with Jiping Wang, the “Founders”). Capitalized terms shall have the meanings set forth in Article I.
ContractConvertible Note Agreement • January 12th, 2004 • Palmsource Inc • Services-prepackaged software • New York
THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON ITS CONVERSION HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.
Amended and Restated Indemnification and Insurance Matters Agreement between PALM, INC. and PALMSOURCE, INC. Executed as of June 3, 2003Indemnification and Insurance Matters Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Amended and Restated Indemnification and Insurance Matters Agreement (this “Agreement”) between Palm, Inc., a Delaware corporation (“Palm”), and PalmSource, Inc., a Delaware corporation (“PalmSource”) is executed on June 3, 2003 and made effective as of the effective date of the Tax-Free Spin-Off (the “Effective Date”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in Article IV below.
