Exhibit 10.8
CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED FOR PORTIONS OF THIS EXHIBIT,
WHICH PORTIONS HAVE BEEN OMITTED FROM
THE ATTACHED EXHIBIT AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
THE OMITTED PORTIONS HAVE BEEN REPLACED BY AN
X ENCLOSED BY BRACKETS ([X]).
AMENDMENT NO. 2 DATED APRIL 30, 1999
TO OPTION AGREEMENT BETWEEN
MOTOROLA, INC. AND TELULAR CORPORATION
This Amendment is effective this day of April 30, 1999, between
Motorola, Inc., a Delaware Corporation, acting by and through its
Network Solutions Sector (hereinafter Motorola), and Telular
Corporation, a Delaware Corporation (hereinafter Telular).
Each of Motorola and Telular may be referred to herein
individually as a Party, or collectively as the Parties.
WHEREAS, on November 10, 1995, Motorola and Telular entered into
an Option Agreement (hereinafter referred to as the Option
Agreement); and
WHEREAS, Motorola and Telular have previously amended the Option
Agreement (Amendment No. 1 dated November 11, 1996);
WHEREAS, Motorola and Telular desire to again amend the Option
Agreement in certain respects;
NOW THEREFORE, in consideration of the mutual obligations
contained herein, the Parties hereby agree as follows:
1. Except as set forth herein, and as contained in Amendment
No. 1, all capitalized terms not defined herein shall have
the meanings given to them in the Option Agreement.
2. The parties agree that payment of $897,794 made by Motorola to
Telular on March 30, 1999, satisfies in full, Motorola's
contractual obligations under paragraph 3 of the Option
Agreement, as amended, and no additional amounts shall be
due and payable by Motorola to Telular pursuant to such
paragraph 3.
3. The Agreement is hereby amended by:
A. Replacing Paragraphs 4.2.1, 4.2.2 and 4.2.3 in the
Option Agreement with a new paragraph 4.2.1 as follows:
4.2.1 The terms and conditions governing the
purchase and sale of WAFU Products by Motorola to
Telular is contained in Attachment 1 to Amendment
No. 2 dated April 30, 1999 to Option Agreement
between Motorola and Telular, entitled OEM
Equipment Purchase Agreement for WAFU, dated
April 30, 1999 (the OEM Agreement).
B. Replacing the second sentence of paragraph 5
in the Option Agreement with a new sentence as
follows:
Commencing on the date of execution of this
Agreement and ending on the date of expiration of
the patents identified in paragraph 1 of this
Agreement, notwithstanding anything to the
contrary contained in the Motorola Telular Cross
Licensing Agreement dated March 23, 1990, as
amended, the royalty rate for all CDWA WFAUs that
Motorola sells directly to third parties, without
Telular repackaging, is [X], provided, however,
that the royalty rate shall be increased to [X] if
Telular duly terminates the OEM Agreement based on
a default under paragraph 23(b) of such OEM
Agreement.
1. Nothing herein contained shall in any way alter, waive,
annul, vary or affect any terms, conditions or
provisions of the Option Agreement, except as
specifically provided herein, it being the intent of
the parties hereto that all of the terms, conditions
and provisions of the Option Agreement shall continue
in full force and effect, except as specifically
amended.
IN WITNESS WHEREOF, the Parties hereto have caused this
Amendment to be duly executed by their proper and duly
authorized officers as of the day and year first above
written.
MOTOROLA, INC., by and through its TELULAR CORPORATION
Network Solutions Sector
Signature: /s/ Xxxxxx Xxxxxxx Signature: /s/ Xxxxxx X. Xxxxxxxxxx
Printed/Typed Name: Xxxxxx Xxxxxxx Printed/Typed Name: Xxxxxx X.
Xxxxxxxxxx
Title: Sr VP & GM
Title: Exec VP and COO
