EXHIBIT 10.17
AMENDMENT No. 1
TO LICENSE AND TECHNICAL CO-OPERATION AGREEMENT
FOR ATM TECHNOLOGY
THIS AMENDMENT No. 1 is made on September 19, 1994 ("Effective Date") by and
between the following parties (hereinafter "the Parties"):
(1) ING. C. OLIVETTI & C., S.p.A., whose registered office is at Xxx Xxxxxx 00,
00000 Xxxxx, Xxxxx ("Olivetti"), acting together with its controlled
company OLIVETTI RESEARCH LIMITED, whose registered office is at 00X
Xxxxxxxxxxx Xxxxxx, Xxxxxxxxx XX0 0XX, Xxxxxxx ("ORL"), and
(2) ADVANCED TELECOMMUNICATIONS MODULES LIMITED whose registered office is at
Xxxxx Xxxxxxxx Xxxxx, 0 Xxxxx Xxxxxxxx, Xxxxxxxxxx Road, Cambridge, CB3
("the Company").
RECITALS
WHEREAS, the Parties entered into a License and Technical Co-operation Agreement
for ATM Technology dated December 3, 1993 (the "ATM License Agreement");
AND WHEREAS, the Parties wish to amend the ATM License Agreement;
NOW, in consideration of the premises and the mutual covenants contained herein,
the Parties agree to amend the ATM License Agreement as follows:
1. Section 2.1 of the ATM License Agreement is hereby amended to read as
follows:
"In consideration of the rights granted to Olivetti by Company pursuant to
the Subscription Agreement and Section 3.2 and of other consideration the
receipt of which is hereby acknowledged, Olivetti hereby grants to the
Company an exclusive, worldwide license to use, make, have made, sell,
lease and otherwise exploit without limitation (including the grant of sub-
licenses) and without limit in time any hardware and/or software product
based upon the Licensed Technology and the Licensed IPRs."
2. Section 2.3 of the ATM License Agreement is hereby amended to read as
follows:
"Olivetti intends to fulfill its own and its Subsidiaries' requirement for
products and equipment based on the Licensed Technology and Licensed IPRs
by placing procurement orders on the Company. However, notwithstanding
Section 2.1 above, in the event that the Company for any reason does not
fulfill the reasonable requirements of Olivetti and Olivetti's Affiliates
for any specific product or equipment in accordance with Olivetti's
specifications, quality, delivery time and other material terms and
conditions and is not
competitive with any other external source available to Olivetti for such
product or equipment after having been given a reasonable opportunity to
meet such specifications, quality, delivery time and other material terms,
Olivetti and its Affiliates shall then, and only then, retain the right to
make, have made, use, sell, lease and otherwise exploit such specific
products or equipment based upon the Licensed Technology and the Licensed
IPRs."
3. The following new Section 2.4 is added in the ATM License Agreement:
"In the event of a dispute between Olivetti and the Company regarding
Olivetti's exercise of its rights under clause 2.3 above, then such dispute
shall, at the request of either party, be referred to a panel of three
experts, one of which appointed by each party and the third of which
appointed by mutual agreement by the first two or, in the absence of an
agreement, by the President for the time being of the Institute of
Chartered Accountants in England and Wales. The experts shall act as
experts and not as arbitrators, shall decide by majority and their decision
shall be final and unappealable. The parties shall provide the experts with
copies of the relevant documents and the cost of the experts shall be borne
by the party against which the experts decide."
4. All provisions of the ATM License Agreement that are not amended herein
remain unaffected.
IN WITNESS WHEREOF the Parties have executed this Amendment No. 1 on the date
first set out above.
ING. C. OLIVETTI & C., S.P.A.
/s/
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OLIVETTI RESEARCH LIMITED
/s/
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ADVANCED TELECOMMUNICATIONS MODULES LIMITED
/s/ X. Xxxxxx
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