EXHIBIT 10.7.2
[CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION]
AMENDMENT TO THE AGREEMENT
THIS AGREEMENT is made and entered into as of the 1st day of October 1993 (the
"Amendment Date")
BY AND BETWEEN
NORTHERN TELECOM LIMITED, a corporation duly Incorporated under the laws of
Canada, having its executive offices at 0 Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxxxxx,
Xxxxxxx, Xxxxxx, (hereinafter called "Northern Telecom")
AND,
LV SOFTWARE, INC., a California corporation having its principal offices at
Suite B-205, 0000 Xxxxxxx Xxxx, Xxx Xxxx, Xxxxxxxxxx 00000 (hereinafter,
called "Licensee")
WHEREAS the Parties entered into an Agreement with an Effective Date of the
fourteenth day of September 1992 concerning software known as the Design For
Testability tool suite (the "Agreement"); and
WHEREAS the Parties wish to amend the Agreement as provided herein:
NOW THEREFORE, in consideration of mutual promises contained herein and in the
Agreement the Parties agree as follows:
1. For the purpose of this Amendment, unless otherwise defined herein,
capitalized terms used herein shall have the meanings set forth in the
Agreement. The term "License Fee" shall mean the greater of the Licensee's or
Licensee's Subsidiary's total selling price to an End-User or a Licensee
Distributor, after giving effect to quantity or other discounts, for the
sublicense of each copy of the Licensed Product or a Derivative Work. The term
"Net License Fee" shall mean the License Fee less taxes, tariffs or duties,
interest, finance charges, insurance, shipping, and reasonable handling costs.
2. IN ARTICLE 5 ROYALTY replace the existing paragraphs with the following:
"In partial consideration of the rights granted hereunder Licensee shall make
the following royalty payments (hereinafter "Royalties") to Northern Telecom:
(i) *** dollars ($***) US as a non-refundable advance on future
royalties payable within thirty days of the Amendment Date and provided that
this Amendment is not effective until said non-refundable advance has been
paid. Advance royalty payments shall be credited on a dollar-for-dollar basis
until applied in full against Royalties payable to Northern Telecom pursuant to
this Section 5; and
(ii) Royalties for each copy of Licensed Product or Derivative Works,
sub-licensed by Licensee or Licensee's Subsidiary to End-Users or to Licensee's
Distributor, expressed as a percentage of the Net License Fee, shall be:
a) *** percent (***%) during the first year after the Amendment
Date,
b) *** percent (***%) during the second year after the Amendment
Date, and
c) *** percent (***%) thereafter during the term of the
Agreement.
Royalties shall become payable to Northern Telecom thirty (30) days following
each sub-license granted by Licensee or Licensee's Subsidiary to End-Users or
to Licensee's Distributors."
*** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
IN WITNESS WHEREOF, the Parties hereto have duly executed this amending
agreement.
LV SOFTWARE, INC. NORTHERN TELECOM LIMITED
Per: /s/ X. X. Xxxxxxx Per: /s/ X. X. Xxxxx
Name: X. X. Xxxxxxx Name: X. X. Xxxxx
Title: Chief Executive Officer Title: Senior Vice-President
Per: /s/ X. X. XxXxxxxxx
Name: X. X. XxXxxxxxx
Title: Secretary
