Opsware License Agreement
Exhibit 10.1
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Agreement |
This LICENSE
AGREEMENT (this “Agreement”) is entered into in connection with, and as of the Closing Date of (“Effective Date”), the Asset Purchase Agreement dated June 14, 2002 by and between
Loudcloud, Inc., a Delaware corporation having its principal place of business at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000 (“Loudcloud”), and Electronic Data Systems, a Delaware corporation with principal offices at
5400 Legacy Drive, Mailstop X0-0X-00, Xxxxx, Xxxxx 00000 (“Licensee”).
This Agreement establishes the right for Licensee to use Loudcloud’s “Opsware automation technologies” under the conditions
specified in this Agreement.
Appendix 1: |
Description of the Technology | |
Appendix 2: |
Third Party Technologies to be Licensed by Licensee | |
Appendix 3: |
Minimum Revenue Commitments | |
Appendix 4: |
Pricing and Financial Terms | |
Appendix 5: |
No Assignment Without Consent of Licensee |
1. |
DEFINITIONS |
1.1 “Technology” means Loudcloud’s technology and associated Documentation described in Appendix 1.
1.2 “Opsware Management Platform” (sometimes referred to informally as the “Opsware Core”) means the core automation technology, processes, programs,
command center, scripts, data, data model and technology knowledge base.
1.3 “Opsware Management Agent” means the technology installed on certain Devices to be managed by the Opsware Management Platform.
1.4 “Internal Operations” means the management of Devices that are used to support Licensee’s own operations, such as
Licensee’s payroll, information technology and bookkeeping operations, and not to support the operations of a customer of Licensee.
1.5 “Managed Services” means the Hosting and management of Devices that are used to support the operations of Licensee’s customers.
1.6 “Device” means any server, network or other device that is capable of being managed using the
Technology.
1.7 “Documentation” means design documents, internal
documentation and end user documentation related to the Technology. End-User Documentation means any installation and user guides, manuals, and other technical information in printed or machine-readable form that is normally provided by Loudcloud to
end users of the Technology.
1.8 “Confidential Information” means all
non-public information disclosed in tangible, visual or verbal form by the either party to the other. Confidential Information may include, but is not limited to, services, pricing information, computer programs, source code, names and expertise of
employees and consultants, know-how, and other technical, business, financial and product development information. “Confidential Information” does not include any information that the receiving party can demonstrate by its written records
(a) was rightfully known to it prior to its disclosure hereunder by the disclosing party; (b) is or becomes publicly known through no wrongful act of the receiving party; (c) has been rightfully received from a third party authorized to make such a
disclosure; (d) is independently developed by the receiving party without reference to confidential information disclosed hereunder; or (e) is required by law to be disclosed, provided that the party required to disclose the information provides
prompt notice to enable the other party to prevent such disclosure. Without limiting the foregoing, source code for Opsware shall be subject to the additional restrictions on use and access set forth in this Agreement.
1.9 “Intellectual Property Rights” means patents, design patents, and designs (whether or not
capable of registration), chip topography rights and other like protection, copyright, and any other form of statutory protection of any kind (other than trademarks) and applications for any of the foregoing respectively, all moral rights, including
rights of paternity and integrity, Confidential Information, know-how and trade secrets.
1.10 “Derivative Works” means (1) for material subject to copyright protection, any work which is based upon one or more pre-existing works of the Technology, such as a revision, modification,
translation, abridgment, condensation, expansion, collection, compilation or any other form in which such pre-existing works may be recast, transformed or adapted; (2) for patentable or patented materials, any adaptation, subset, addition,
improvement or combination of the Technology; and (3) for material subject to trade secret protection, any new material, information or data relating to and derived from the Technology.
1.11 “Territory” means the world.
1.12 “Hosting” means the activities comprising Opsware Management Platform equipment hosting, Opsware Management Platform operation and maintenance, and Opsware
command center usage.
1.13 “Integration” means the activities comprising
Opsware deployment and installation, Knowledge Pack creation, and OSS integration using Opsware APIs.
2. |
(a) Install Opsware Management Platforms at any data center facility that is owned and/or managed by Licensee;
(b) Install Opsware Management Agents on, or otherwise use the Technology to manage, Devices that are managed by Licensee.
(c) Use the Technology to manage Licensee’s Internal Operations;
(d) Use the Technology to provide Managed Services to Licensee’s customers; and
(e) Use the tools and APIs provided by Loudcloud to modify those portions of the Opsware Management Platform
that are accessible through such APIs.
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(a) The foregoing authorized uses may be exercised on Licensee’s behalf only by appropriately trained technical employees
of Licensee, or contractors of Licensee, provided that such employees or contractors are bound in writing by the confidentiality obligations of Licensee hereunder.
(b) Licensee may examine and copy the Documentation in support of Licensee’s authorized use of the Technology.
(c) Licensee may copy the Technology for archival or backup purposes, provided that all titles, trademarks and proprietary
rights notices shall be reproduced in such copies.
(d) There are no implied licenses under this
Agreement.
(a) Install an Opsware Management Agent on any
Device, or otherwise use the Technology to manage any Device, that is not managed by Licensee;
(b) Provide access to the Technology to anyone other than Licensee’s employees and contractors; provided, however, that if Licensee is using the Technology to provide Hosting services to a customer, then Licensee may
permit that customer’s employees, contractors or System Integrators to access the customer-facing functions of the Technology (i.e., those portions of the Technology, not including the Opsware Management Platform, that are used by customers to
push code or content or to request change management);
(c) Transfer, sublicense,
distribute, lease, rent, or commercially share (including timeshare) the Technology or any of Licensee’s rights herein; provided, however, that upon expiration or termination of Hosting services by Licensee on behalf of a customer, if the
customer desires the continued use of the Technology, Licensee will assist the customer in obtaining a license directly from Loudcloud on Loudcloud’s commercially reasonable terms;
(d) Use the Technology in connection with any ultrahazardous activity, or any other activity for which its failure might result in serious
property damage, or death or serious bodily injury;
(e) Obtain any ownership or
leasehold rights in, place a lien or encumbrance upon, or otherwise interfere with Loudcloud’s ownership and right to possession of the Technology for any reason; or
(f) Modify, translate, reverse engineer, decrypt, decompile, disassemble, create Derivative Works based on, or otherwise attempt to discover the
Technology source code or underlying ideas or algorithms, except as expressly provided in Section 2.2(e). However, if the Program is used within a country of the European Union, or in a country whose copyright law gives a similar limited exception
to protection for interoperability, nothing in this Agreement will be construed as restricting any rights available under the EC Software Directive 14 May 1991 on the legal protection of computer programs, or under such copyright laws,
respectively.
(a) Upon completion of the training to be provided by Loudcloud as provided in the Maintenance Agreement, Loudcloud will certify Licensee as a Loudcloud
Certified Hosting Partner.
(b) Beginning on the Effective Date and ending twelve (12) months from
Loudcloud’s initial delivery of an Acceptance Candidate for the “NOPS” feature described in Appendix 1 of the Opsware Maintenance Agreement, Loudcloud will, in its Technology license agreements for enterprise customers, prohibit
Hosting of the Technology by any third party other than a Loudcloud Certified Hosting Partner.
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(c) Beginning on the Effective Date and ending twelve (12) months from
Loudcloud’s delivery of an Acceptance Candidate for the “NOPS” feature described in Appendix 1 of the Opsware Maintenance Agreement, Loudcloud will not certify **** as a Loudcloud Certified Hosting Partner and will not license the
Technology to **** for Hosting. Beginning on the Effective Date and ending six (6) months from Loudcloud’s delivery of an Acceptance Candidate for the “NOPS” feature described in Appendix 1 of the Opsware Maintenance Agreement,
Loudcloud will not certify **** as Loudcloud Certified Hosting Partners and will not license the Technology to such parties for Hosting.
(d) Nothing in this Agreement will prohibit Loudcloud from appointing or certifying any party as a Loudcloud Certified Integration Partner, or from acting itself as an Integrator.
3. |
4. |
**** |
Confidential treatment has been requested for the redacted portions. The Confidential redacted portions have been filed separately with the Securities and
Exchange Commission. |
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5. |
6. |
6.1 Licensee Responsibility. The Technology requires use of certain third party software, as identified in Appendix 2.
Loudcloud will inform Licensee from time to time if additional or different third party software licenses are required. Licensee will acquire any and all licenses to Third Party Software that may be required in order to operate the Technology, as
identified by Loudcloud.
7. |
**** |
Confidential treatment has been requested for the redacted portions. The Confidential redacted portions have been filed separately with the Securities and
Exchange Commission. |
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enable Licensee’s successful first installation of an Opsware Management Platform. Loudcloud will also provide training to Licensee regarding Opsware installation, as specified in the
Maintenance Agreement. At Licensee’s request, Loudcloud will provide installation assistance for additional Opsware Management Platforms on a Time and Materials basis.
8. |
8.2 “Release Condition” means the occurrence of any of the following, whether or not under Article
9: (a) Loudcloud’s failure to continue to do business in the ordinary course or cessation of its business of developing and supporting the Technology (except in connection with a merger or acquisition or sale of all or substantially all
relevant assets in which the successor to Loudcloud assumes Loudcloud’s obligations hereunder); (b) Loudcloud’s liquidation or dissolution; (c) Loudcloud’s making of a general assignment for the benefit of creditors; (d) the
appointment of a general receiver for Loudcloud’s business or property that is not vacated within thirty (30) days; (e) the filing of a voluntary petition for bankruptcy by Loudcloud; or (f) the filing of an involuntary petition for bankruptcy
of Loudcloud that is not dismissed within thirty (30) days.
(a) may access, use, reproduce and maintain the Technology solely in connection with the authorized uses of the Technology as provided in Section 2.2;
(b) may not use the material for any other purpose nor disclose it to any person except such of its employees and contractors who need to know
the same in order to use, reproduce or maintain the Technology exclusively on behalf of Licensee. In that event the Licensee shall ensure that its employees and contractors are bound by the same confidentiality obligations as are contained in this
Section.
(c) shall hold all media containing the material in a safe and secure
environment when not in use.
9. |
(a) This Agreement, and all licenses
granted hereunder, will commence on the Effective Date and remain in effect for an Initial Term of three (3) years.
(b) This Agreement will automatically renew (subject to Licensee’s fourth-year minimum revenue commitment as provided in Appendix 3) for a First Renewal Term of one (1) year, unless Licensee, in its sole discretion,
gives Loudcloud notice of non-renewal at least six (6) months prior to the expiration of the Initial Term.
(c) If this Agreement is renewed for a First Renewal Term, then the Agreement will automatically renew (subject to Licensee’s fifth-year minimum revenue commitment as provided in Appendix 3) for a Second
**** |
Confidential treatment has been requested for the redacted portions. The Confidential redacted portions have been filed separately with the Securities and
Exchange Commission. |
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Renewal Term of one (1) year, unless Licensee, in its sole discretion, gives Loudcloud notice of non-renewal at least six (6) months prior to the expiration of the First Renewal Term.
(d) At Licensee’s request, made at least two (2) months prior to the expiration of this
Agreement, the term of the Agreement may be extended for a transition period beyond its expiration date. The duration of the transition period will be determined by Licensee in its sole discretion, but not to exceed three (3) months.
10. |
Loudcloud does not warrant that its Technology will meet all of Licensee’s requirements, or that its services or Technology will be secure, uninterrupted or error-free. EXCEPT AS EXPRESSLY PROVIDED IN ANY LOUDCLOUD OPSWARE
MAINTENANCE AGREEMENT IN EFFECT BETWEEN THE PARTIES, LOUDCLOUD MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE RELATING TO THE TECHNOLOGY OR TO LOUDCLOUD’S SERVICES. LOUDCLOUD SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. LOUDCLOUD AND ITS SUPPLIERS DO NOT WARRANT OR REPRESENT THAT THE SOFTWARE WILL BE FREE FROM BUGS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR-FREE,
OR MAKE ANY OTHER REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE OR DOCUMENTATION IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THESE DISCLAIMERS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY PROVIDED HEREIN.
11. |
11.1 EXCEPT FOR LIABILITY ARISING OUT OF (1) LOUDCLOUD’S INDEMNIFICATION OBLIGATIONS OR A PARTY’S BREACH OF CONFIDENTIALITY HEREUNDER, (2) A PARTY’S INFRINGEMENT
OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR (3) ACTS OF LICENSEE EXCEEDING THE SCOPE OF THE LICENSES GRANTED UNDER THIS LICENSE AGREEMENT, AND (4) EXCEPT FOR LICENSEE’S OBLIGATIONS TO MAKE PAYMENTS TO LOUDCLOUD AS SET FORTH
HEREUNDER, IN NO EVENT WILL EITHER PARTY’S TOTAL COMBINED, CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT AND
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THE “OPSWARE MAINTENANCE AGREEMENT” BETWEEN THE PARTIES OF EVEN DATE HEREWITH , UNDER ANY THEORY OF LAW, EXCEED THE SUM OF FEES PAID OR PAYABLE BY LICENSEE UNDER THIS AGREEMENT DURING
THE THREE MONTHS IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE. IN THE CASE OF LIABILITY ARISING OUT OF ANY BREACH OF CONFIDENTIALITY HEREUNDER, EACH PARTY’S TOTAL COMBINED, CUMULATIVE LIABILITY SHALL NOT EXCEED THE SUM OF ****. THE
EXISTENCE OF ONE OR MORE CLAIMS SHALL NOT EXPAND SUCH LIMIT.
11.2 EXCEPT FOR LIABILITY
ARISING OUT OF (1) LOUDCLOUD’S INDEMNIFICATION OBLIGATIONS OR A PARTY’S BREACH OF CONFIDENTIALITY HEREUNDER, (2) A PARTY’S INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR (3) ACTS OF LICENSEE EXCEEDING THE
SCOPE OF THE LICENSES GRANTED UNDER THIS LICENSE AGREEMENT, IN NO EVENT WILL EITHER PARTY OR THEIR LICENSORS OR SUPPLIERS HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED
AND UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) WHETHER OR NOT THE LIABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
11.3 IN NO EVENT WILL EITHER PARTY OR ITS LICENSORS OR SUPPLIERS HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF
USE, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.
12. |
**** |
Confidential treatment has been requested for the redacted portions. The Confidential redacted portions have been filed separately with the Securities and
Exchange Commission. |
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13. |
Neither party will use any Confidential Information of the other party except as expressly permitted in this Agreement or as expressly authorized in writing by the other party. Each party shall use the same degree of care to
protect the disclosing party’s Confidential Information as it uses to protect is own Confidential Information of like nature, but in no circumstances less than the highest commercially reasonable standard of care. Neither party may disclose the
other party’s Confidential Information to any person or entity other than its employees who need access to such Confidential Information solely for the purpose of fulfilling that party’s obligations
hereunder.
14. |
Loudcloud Technology and related technical data may be
subject to U.S. export control laws, including without limitation the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Licensee hereby assures Loudcloud that it
shall comply with all such regulations and agrees to obtain all necessary licenses to export, re-export, or import Loudcloud Software.
15. |
To Loudcloud:
Mr. Xxx Xxxxxxxx, President and CEO
Loudcloud, Inc.
000 X. Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
with a copy to Loudcloud’s General Counsel (same address)
To Licensee:
Electronic Data Systems Corporation
0000 Xxxxxx Xxxxx, Xxxxxxxx X0-0X-00
Xxxxx,
Xxxxx 00000
Attn:
Fax:
(972)
9
with a copy to:
Electronic Data Systems Corporation
0000 Xxxxxx, Xxxxxxxx X0-0X-00
Xxxxx, Xxxxx 00000
Attn: General Counsel
Fax: (000) 000-0000
15.5 Governing Law. This Agreement shall be interpreted according to the laws of
California without regard to or application of choice-of-law rules or principles.
(a) Neither party may, without the prior written consent of the other party (which shall not be unreasonably withheld), assign this Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt
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to do so shall be a material default of this Agreement and shall be void. Notwithstanding the foregoing a party may assign its rights and benefits and delegate its duties and obligations under
this Agreement without the consent of the other party (i) if necessary to satisfy the rules, regulations and/or orders of any federal, state or local governmental agency or body; (ii) in connection with a change in share ownership of the assigning
party from public to private ownership whether accomplished by Loudcloud’s repurchase of its outstanding shares, through purchases of its outstanding shares by an outside private investor or otherwise; in each such case provided that such
successor assumes the assigning party’s obligations under this Agreement; or (iii) subject to subparagaph (b), below, in connection with a merger, reorganization or sale of all or substantially all relevant assets of the assigning party,
provided Loudcloud provides written notice of such merger, reorganization, or sale as soon as is practicable but no less than forty-five (45) days prior the close of such merger, reorganization, or sale (unless such pre-transaction disclosure cannot
be made under applicable securities laws, in which case, such disclosure shall be made as soon as legally permissible).
(b) If, during the two-year period commencing on the Effective Date, Loudcloud assigns its rights or benefits or delegates its duties or obligations under this Agreement to any entity listed on Appendix 5 in connection
with a merger, reorganization or sale of all or substantially all relevant assets, then Licensee may, within one hundred and twenty (120) days after receiving notice of such assignment, notify Loudcloud or its successor in interest of
Licensee’s election to reduce the Minimum Revenue Commitments in Schedule 3. In that event, the monthly Minimum Revenue Commitments for the duration of the Initial Term of this Agreement shall be equal to the average of the actual monthly fees
payable by Licensee during the three calendar months preceding the month in which Licensee gives its notice of election (determined under Schedule 4 based upon Devices managed using the Technology, and not based upon the Minimum Revenue Commitments
then in effect). Renewal of this Agreement following such Initial Term will require mutual agreement of Licensee and Loudcloud’s successor in interest.
SIGNATURES
LOUDCLOUD /s/ XXXXXXXX X. XXXXXXXX Authorized Signature Xxxxxxxx X.
Xxxxxxxx Name President and CEO Title June 14, 2002 Date |
LICENSEE /s/ XXXX XXXXX Authorized Signature Xxxx Xxxxx Name President, Hosting Services Title June 14, 2002 Date |
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Appendix 1
“Technology” Description
GROUP I
A. |
**** |
**** |
Confidential treatment has been requested for the redacted portions. The Confidential redacted portions have been filed separately with the Securities and
Exchange Commission. |
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****
**** |
Confidential treatment has been requested for the redacted portions. The Confidential redacted portions have been filed separately with the Securities and
Exchange Commission. |
13
****
**** |
Confidential treatment has been requested for the redacted portions. The Confidential redacted portions have been filed separately with the Securities and
Exchange Commission. |
14
****
**** |
Confidential treatment has been requested for the redacted portions. The Confidential redacted portions have been filed separately with the Securities and
Exchange Commission. |
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Appendix 2
Third Party Technologies to be Licensed by Licensee
1. |
iPlanet Directory Server 4.13 |
2. |
BEA WebLogic Express |
3. |
Oracle 8.1.6.3 |
4. |
For multi-master implementation, Tibco Rendezvous |
5. |
RSA Crypto-J libraries |
6. |
Norton Ghost 6.0 (for Windows imaging) |
Licensee must also obtain licenses to any third party software that is included in a Knowledge Pack.
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Appendix 3
Minimum Revenue Commitments
Throughout the Initial Term of this Agreement and, if
applicable, the First and Second Renewal Terms, Licensee will pay Loudcloud either (a) the minimum dollar amount set forth below for the applicable month (the “Minimum Commitment”), or (b) the actual fees payable under Appendix 4 for such
month, whichever is greater.
****
The monthly Minimum Commitment will be withheld by the percentages shown in the table below for each month or partial month by which Loudcloud is late in delivering an Acceptance Candidate for the
features or platforms specified in the time frame specified in the Maintenance Agreement (provided that Licensee has not contributed to the delay). Amounts withheld will be added to the Minimum Commitment for the month in which Loudcloud
successfully delivers the applicable Acceptance Candidate, except that if the delivery is not made by the end of the Initial Term of this License Agreement, then such withheld Minimum Commitment amounts will be waived
(See Maintenance Agreement Appendix 1 for details) |
Months Delayed / Percentage Withheld | ||||||||
1-3 |
4-6 |
7-9 |
10 and above— Maximum | ||||||
Feature |
|||||||||
**** |
25 |
|
50 |
75 |
100 | ||||
Supported Platform |
|||||||||
**** |
4 |
|
8 |
12 |
16 | ||||
**** |
4 |
|
8 |
12 |
16 | ||||
**** |
4 |
|
8 |
12 |
16 | ||||
**** |
0 |
* |
0 |
0 |
0 | ||||
**** |
4 |
|
8 |
12 |
16 | ||||
**** |
0 |
* |
0 |
0 |
0 | ||||
**** |
4 |
|
8 |
12 |
16 | ||||
**** |
0 |
* |
0 |
0 |
0 | ||||
**** |
0 |
* |
0 |
0 |
0 | ||||
**** |
4 |
|
8 |
12 |
16 | ||||
**** |
4 |
|
8 |
12 |
16 | ||||
**** |
4 |
|
8 |
12 |
16 | ||||
**** |
0 |
* |
0 |
0 |
0 | ||||
**** |
0 |
* |
0 |
0 |
0 |
*0: |
These platforms are already supported; no withholding is applicable. |
Example: if **** is five months late, then the amount withheld is 4% of Monthly Minimum Commitment for the first 3 months, and 8% in months 4 and 5. If the platform support
Acceptance Candidate is delivered in Month 6, then the cash withheld is paid to Loudcloud in Month 6. (Note: withholding applies only to Minimum Commitments in excess of actual fees for deployed Devices at the rates shown on Appendix 4. If the
actual fees in a given month equal or exceed the Minimum Commitment, then there is no withholding for that month.)
**** |
Confidential treatment has been requested for the redacted portions. The Confidential redacted portions have been filed separately with the Securities and
Exchange Commission. |
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Appendix 4
Throughout the Initial Term of this Agreement and, if applicable, the First and Second Renewal Terms, Licensee will pay Loudcloud monthly for the peak number of Devices managed at any time during the month using the Technology during
the preceding month, at the following rates:
Type of Device |
License Fee Per Device Per Month | |
Small Server (2 processors or less, or any NT/Win server of 4 processors or less) |
**** | |
Medium Server (3 to 5 processors, or any NT/Win server 5 processors) |
**** | |
Large Server (6 to 11 processors) |
**** | |
X-Large Server (more than 11 processors) |
**** | |
All Other Devices (e.g., network devices) |
**** |
For this purpose, a Device is “managed” using the
Technology if, the Device (a) was setup or configured using the Technology, or (b) has an Opsware Management Agent installed on it, or (c) is identified as a managed device in the Technology’s “Truth” database of devices managed by
the Technology
Volume Discount
If Licensee is managing more than **** Devices in any given month, then Licensee will be entitled to a **** discount during that month against the foregoing table for all
units in excess of the first ****.
**** |
Confidential treatment has been requested for the redacted portions. The Confidential redacted portions have been filed separately with the Securities and
Exchange Commission. |
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Appendix 5
No Assignment Without Consent of Licensee
****
**** |
Confidential treatment has been requested for the redacted portions. The Confidential redacted portions have been filed separately with the Securities and
Exchange Commission. |
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