Exhibit 10.1
AMENDMENT TO DEVELOPMENT AND LICENSE AGREEMENT
THIS AMENDMENT TO DEVELOPMENT AND LICENSE AGREEMENT ("Amendment")
is made and entered into this 28th day of October, 1998 (the "Amendment
Effective Date"), by and between Microsoft Corporation, a Washington
corporation with its principal office located at Xxx Xxxxxxxxx Xxx,
Xxxxxxx, Xxxxxxxxxx 00000-0000, ("Microsoft") and Rational Software
Corporation, a Delaware corporation with its principal offices located
at 00000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxx 00000 (the "Company").
RECITALS
A. Microsoft and Company are parties (the "Parties") to that
certain Development and License Agreement dated as of September 24,
1996 (the "Agreement") pursuant to which Company developed and licensed
certain technology for and to Microsoft as more fully described in the
Agreement.
B. The parties temporarily extended the Term of the Agreement
for thirty (30) days to October 24, 1998, by a Letter Agreement (the
"Letter") dated September 15, 1998.
C. The parties wish to permanently extend the Term of
Agreement as set forth below.
NOW THEREFORE, in consideration of the mutual promises herein and
for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
AGREEMENT
1. Defined terms not otherwise defined herein, shall be defined
according to the Agreement.
2. Section 9.1 of the Agreement is hereby deleted in its entirety
and restated as follows:
"9.1 Term. The term of this Agreement shall be for two (2)
consecutive years commencing on the effective Date of the
Agreement (the "Initial Term") and shall continue from year to
year thereafter (the "Annual Renewal Term") unless terminated
earlier as provided in this Section 9. At any time after the
Initial Term of the Agreement, either party may elect to
terminate or allow the Agreement to be terminated for any reason,
upon ninety (90) days written notice to the other party."
3. This Amendment may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original, and all of which
taken together shall constitute one and the same Amendment. Delivery
of an executed counterpart of a signature page to this Amendment by
facsimile transmission shall be effective as delivery of an originally
executed counterpart of this Amendment.
4. The Agreement as amended by the Amendment, is and shall continue to
be in full force and effect and is hereby ratified and confirmed in all
respects. Except to the extent specifically set forth herein, nothing
contained in this Amendment shall constitute a waiver of any conditions
or any other terms, provisions or requirements of the Agreement or any
other agreements between the parties.
IN WITNESS WHEREOF, the parties hereto execute this Amendment to
be effective as of the Effective Date set forth above.
MICROSOFT CORPORATION RATIONAL SOFTWARE CORPORATION
"Microsoft" "Company"
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
Xxxx X. Xxxxx Xxxxxx X. Xxxxxxxxx
Vice President, Developer Tools Senior Vice President,
Products
October 28, 1998 October 23, 1998
