DPI PSIO License Agreement CONFIDENTIAL
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LICENSE AGREEMENT BETWEEN
PEERLESS SYSTEMS CORPORATION
AND
OSICOM TECHNOLOGIES INCORPORATED, DPI
PRINT SERVER DIVISION
FOR
PEERLESS STANDARD INPUT/OUTPUT (PSIO)
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Draft #1 (August 5, 1998) Initials: Peerless ___; DPI ___
DPI PSIO License Agreement CONFIDENTIAL
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Recital
This PEERLESS Standard Input / Output (hereinafter referred to as "PSIO")
License Agreement (hereinafter referred to as the "the Agreement" is entered
into as of August 10, 1998 by and between Peerless Systems Corporation
(hereinafter referred to as "PEERLESS") and Osicom Technologies Incorporated,
DPI Print Server Division (hereinafter referred to as "DPI").
The terms and conditions of this Agreement and those contained in the Exhibits
(which are attached to this Agreement and incorporated herein by reference)
executed by PEERLESS and DPI shall constitute the license agreement PSIO.
This Agreement and the applicable Exhibits constitute the exclusive statement of
the Agreement between PEERLESS and DPI concerning the subject hereof. Unless
otherwise provided herein, a reference to this Agreement shall be deemed to
include a reference to the Exhibits for all purposes hereof. All other prior
agreements, arrangements or understandings, oral or written, (except for
Confidentially Agreement entered into between the parties which remain in full
force and effect) are merged into and are superseded by the terms of this
Agreement.
THE TERMS AND CONDITIONS ON THE FOLLOWING PAGES ARE PART OF THIS
AGREEMENT. BOTH PARTIES HERETO ACKNOWLEDGE THAT THEY HAVE READ THIS
AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY THE TERMS AND
CONDITIONS CONTAINED HEREIN.
A G R E E M E N T
1. DEFINITIONS
1.1 CONFIDENTIAL INFORMATION. "Confidential Information" means any (i) written
material that PEERLESS or DPI labels, stamps or otherwise designates as
confidential, (ii) oral communication that either party designates as
confidential at the time that it is made and for which the disclosing party
provides written notice to the receiving party within thirty (30) days
thereafter stating that such information is confidential, (iii) any information
that the receiving party should reasonably understand to be confidential, (iv)
the terms of this Agreement, and (v) copies of any of the foregoing.
Notwithstanding anything to the contrary contained in this Agreement,
"Confidential Information" shall not include information that the receiving
party can document was (i) in the public domain at the time of disclosure, or
which enters the public domain other than as a result of the fault or negligence
of the receiving party, (ii) already known to the receiving party at the time of
first disclosure hereunder without obligation of confidentiality, (iii)
rightfully obtained by the receiving party from a third party without
obligations of confidentiality, or (iv) lawfully developed by the receiving
party independently and without direct or indirect reference to or use of any
Confidential Information disclosed to it hereunder.
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DPI PSIO License Agreement CONFIDENTIAL
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1.2 LICENSE. "License" means the rights granted to DPI pursuant to Sections 2
hereof.
1.3 DPI FACILITY. "DPI Facility" means the facility set forth in an Addendum to
this Agreement which is deemed to be the authorized DPI Facility as of the date
thereof.
1.4 LICENSED PRODUCTS. "Licensed Product" means any of the computer programs
identified in Exhibit A or identified in a supplemental Exhibit should DPI
license additional Licensed Product(s) subsequent to the execution of this
Agreement.
1.5 OEM PRODUCT. "OEM Product" means the end product produced by DPI, or
licensed by DPI, for or to a Third Party.
1.6 PEERLESS MATERIAL. "PEERLESS Material" means any Machine Executable Copies,
any material provided by PEERLESS to DPI, and any part or copy of any of the
foregoing in any form or media.
2. LICENSE. DPI's rights in and to the PSIO shall be set forth in Exhibit B.
3. DELIVERABLES. PEERLESS shall transmit to the DPI Facility address indicated
in Exhibit A those items set forth in Exhibit A.
4. PAYMENT.
4.1 GENERALLY. DPI shall pay PEERLESS in accordance with the rates, terms and
conditions set forth in Exhibit B (Payment Terms). DPI shall hold in confidence
and not disclose such rates, terms and conditions.
4.2 LATE PAYMENT. Without limiting any of PEERLESS' other rights or remedies
hereunder or at law or in equity, if DPI shall at any time fail to pay when due
any amount owing hereunder (a "Payment Default"), PEERLESS shall be entitled to
cease performing any and all of its obligations hereunder until such time as DPI
cures such Payment Default by paying such past due.
5. TERM AND TERMINATION.
5.1 GENERALLY. The term of the License shall commence upon the date hereof and
shall continue for 6 (six) years thereafter. This Agreement shall automatically
be renewed every 1 year thereafter unless one party notifies the other party in
writing of its intent to terminate this agreement at least three (3) months
prior to the scheduled expiration of this Agreement. Notwithstanding the
foregoing, this Agreement may be terminated prior to the scheduled expiration
date under the provisions of Section 10 (Default). Nothing contained herein
shall be deemed to extend the term of any warranty provided hereunder.
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5.2 DUTIES UPON TERMINATION. Upon termination or expiration of the term of the
License ("Termination"'), all of DPI's rights under the License shall terminate
immediately. Within thirty (30) business days after Termination, DPI shall,
except to the extent provided in Section 5.3, (i) return to PEERLESS or destroy
all PEERLESS Material in the possession of DPI other than Machine Executable
Copies previously shipped to DPI's customers in accordance with Section 2.2 for
which DPI has or shall timely pay all amounts due hereunder, and (ii) provide to
PEERLESS a statement executed by an officer of DPI certifying that DPI has
complied in all respects with the provisions of clause (i) of this sentence.
5.3 RIGHTS AFTER TERMINATION. After Termination, DPI may retain and distribute
copies of the PSIO incorporated in or packaged for use with or on Authorized DPI
devices already manufactured and in DPI's finished goods inventory as of
Termination, but only if (i) DPI timely performs its obligations under Section
5.2, and (ii) within thirty (30) business days after Termination, DPI pays in
advance the applicable Per-Unit License Fee for each such Machine Executable
Copy at the then current rate in effect hereunder.
6. INDEMNIFICATION. Subject to DPI's fulfillment of its obligations under this
Section 6, PEERLESS shall indemnify DPI and hold it harmless from any
liabilities to any third parties, arising out of, and any costs and expenses of
defending or settling, any claim that any Current Release, Update Release or any
part thereof infringes any copyright, patent or trade secret enforceable under
the laws of the United States, Canada, Australia, Japan, or the European
Economic Community. DPI shall notify PEERLESS in writing of any such claim
promptly after DPI first learns thereof, shall tender sole control of the
defense and settlement of such claim to PEERLESS, and shall provide PEERLESS
with such reasonable assistance and cooperation as PEERLESS may reasonably
request from time to time in connection with such defense. In the event of any
such claim, PEERLESS may replace allegedly infringing PEERLESS Material with
non-infringing software or other material of equivalent functionality, and DPI
shall thereupon cease all use or distribution of such PEERLESS Material. None of
PEERLESS' obligations under this Section 6 shall apply in connection with any
claim of infringement if DPI has modified any PEERLESS Material or combined any
such material with or into any other programs, data, device, component or
applications or breached this Agreement and such infringement would not have
occurred without such modification, combination or breach.
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7. WARRANTIES. The PSIO is provided to DPI on a AS-IS basis and PEERLESS does
not make any warranty or representation of any kind and EXCEPT AS SPECIFICALLY
PROVIDED IN SECTION 7, (i) PEERLESS DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY. TITLE AND FITNESS FOR A
PARTICULAR PURPOSE AND AGAINST INFRINGEMENT, AND (ii) WITHOUT LIMITING THE
FOREGOING, PEERLESS DOES NOT WARRANT THAT ANY OF THE SOFTWARE THAT IT PROVIDES
WILL BE ERROR FREE OR OPERATE WITHOUT INTERRUPTION. PEERLESS DOES NOT MAKE, AND
HEREBY EXPRESSLY DISCLAIMS, ANY REPRESENTATION OR WARRANTY TO ANY END USER OR
OTHER THIRD PARTY. DPI SHALL NOT HAVE THE RIGHT TO MAKE OR PASS ON, AND SHALL
TAKE ALL MEASURES NECESSARY TO INSURE THAT NEITHER IT NOR ANY OF ITS AGENTS OR
EMPLOYEES ATTEMPT TO MAKE OR PASS ON ANY SUCH REPRESENTATION OR WARRANTY ON
BEHALF OF PEERLESS.
8. PROPRIETARY RIGHTS AND CONFIDENTIALITY.
8.1 OWNERSHIP. As among PEERLESS and DPI, PEERLESS shall, except to the extent
of DPI's rights granted by PEERLESS under the License, own all title and
proprietary rights, including without limitation copy-rights, patents and trade
secret rights, in any PEERLESS Materials and any part or copy thereof in any
form or media.
8.2 PROPRIETARY RIGHTS NOTICES. DPI agrees to reproduce and affix to all copies
of any PEERLESS Materials such proprietary and copyright notices as PEERLESS
shall specify from time to time in writing. Unless otherwise specified by
PEERLESS, the following notice shall be affixed by DPI to any media
incorporating (including EPROM's, ROMs, etc.) of any PEERLESS Material:
COPYRIGHT PEERLESS SYSTEMS CORPORATION
DPI shall not remove or obscure any PEERLESS copyright, trademark or
confidentiality notices or marks.
8.3 DPI'S OBLIGATIONS TO OBSERVE CONFIDENTIALITY. Notwithstanding any other
provision hereof, DPI shall (i) observe complete confidentiality with regard to
the Confidential Information and shall protect it using at least the same degree
of care it uses to protect its own proprietary and confidential information and
materials of like importance, but in no event less care than a reasonably
prudent business person would take in a like or similar situation; (ii) not
disclose or permit any third person or entity access to the Confidential
Information without Peerless's prior written permission (except that such
disclosure or access shall be permitted solely to employees of DPI to the extent
required to allow DPI to utilize the Confidential Information as permitted
hereunder); and (iii) ensure that DPI's employees who receive access to any
Confidential Information are advised of the confidential
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DPI PSIO License Agreement CONFIDENTIAL
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and proprietary nature thereof and of their obligation to maintain its secrecy.
8.4 SURVIVAL. DPI's obligations and PEERLESS' rights under this Section 8 shall
survive any expiration or termination of the License or of this Agreement for
any reason whatsoever (including without limitation DPI's material breach
hereof).
9. DEFAULT.
9.1 Defined. For purposes hereof, a default by DPI (Default) shall be deemed to
occur upon the occurrence of any of the following events: (a) DPI's failure to
pay any amounts due hereunder within ten (10) days following written notice from
PEERLESS that such amounts are due or overdue; (b) DPI's breach of any of its
obligations under Section 8; or (c) breach of any other of DPI's obligations
hereunder, which breach continues uncured for a period of thirty (30) days after
receipt of written notice thereof from PEERLESS.
9.2 REMEDIES. Upon any Default, PEERLESS shall have the right, without limiting
any of its other rights or remedies hereunder or at law or in equity, to declare
by written notice to DPI that all unpaid amounts owing hereunder immediately due
and payable, to recover the same, to terminate the term of the License pursuant
to Section 5.1, and to suspend performance of any of its obligations hereunder.
10. LIMITATIONS OF LIABILITY AND EXCLUSION OF DAMAGES. IN NO EVENT SHALL
PEERLESS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY
DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE, LOST PROFITS OR
LOSS OF DATA OR INFORMATION OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT, WHETHER OR NOT PEERLESS HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH LOSS OR DAMAGE. IN NO EVENT SHALL PEERLESS' LIABILITY TO DPI ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE,
EXCEED THE AMOUNTS ACTUALLY PAID BY DPI TO PEERLESS DURING THE ONE (1) YEAR
PERIOD IMMEDIATELY PRECEDING THE TIME THAT THE CAUSE OF ACTION GIVING RISE TO
SUCH LIABILITY FIRST OCCURS, NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE
TRANSACTIONS UNDER THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY HERETO MORE
THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS OCCURRED, EXCEPT THAT AN ACTION
FOR NONPAYMENT, REACH OF THE PROVISIONS OF SECTION 9 HEREOF OR MISAPPROPRIATION
OR INFRINGEMENT OF ANY PEERLESS' PROPRIETARY RIGHTS MAY BE BROUGHT AT ANY TIME
WITHIN ANY APPLICABLE STATUTE OF LIMITATIONS.
11. ASSIGNMENT. Except to the extent expressly permitted pursuant to DPI, DPI
may not assign this Agreement or any rights herein, including without limitation
rights or duties of performance, without PEERLESS' prior written consent, which
consent shall not be unreasonable
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withheld. Such prohibition on assignment shall also apply to any merger of DPI
with or into another entity, or any transaction(s) pursuant to which any entity
or person (including any of their respective subsidiaries and affiliates) first
acquires after the date of this Agreement, directly or indirectly, an aggregate
amount of fifty percent (50%) or more voting control or fifty percent (50%) or
more of the equity securities ("Control") of DPI (or of any entity directly or
indirectly having Control of DPI) or by contract or otherwise obtains the right
to appoint at least fifty percent (50%) of the Board of Directors of DPI (or any
entity directly or indirectly having Control of DPI), except that PEERLESS may
not withhold its consent to an assignment arising from any transaction(s)
described in this sentence unless (i) the assignee or entity acquiring Control
of DPI is a competitor of PEERLESS or (ii) PEERLESS determines that the
assignment or change of Control might jeopardize PEERLESS' ability to protect
its proprietary rights in the Licensed Products. For purposes of this Section l
l, the term "affiliates" shall be defined as provided in the Securities Act of
1933 and the rules and regulations promulgated thereunder.
12. EQUITABLE RELIEF. Because of the unique and proprietary nature of the
PEERLESS Material, it is understood and agreed that PEERLESS' remedies at law
for a breach by DPI of its obligations under Section 8 will be inadequate and
that PEERLESS shall, in the event of any such breach, be entitled to equitable
relief (including without limitation injunctive relief and specific performance)
without a requirement to post a bond, in addition to all other remedies provided
under this Agreement or available to PEERLESS at law or otherwise.
13. MISCELLANEOUS.
13.1 NOTICES. All notices or other communications required hereunder shall be in
writing and delivered personally or sent by certified mail, return receipt
requested, by facsimile machine, or by a reputable courier service to the
parties at the addresses set forth in Exhibit A, or at such other addresses as
shall be designated in writing from time to time by either party to the other in
accordance with this Section 13.1.
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All notices to DPI shall be sent to:
----------------------------------
----------------------------------
----------------------------------
Attn:______________________________
All notices to PEERLESS shall be sent to:
Peerless Systems Corporation Tel: (000)000-0000
0000 Xxxxxxxxx Xxx. FAX: (000)000-0000
Xx Xxxxxxx XX 00000
Attn: Director, Business Development FAX: (000)000-0000
Such notice shall be effective on the third business day following deposit
thereof in the mail or with any courier, provided that it shall be effective on
the next business day following any such deposit for next-day delivery, and
shall be effective upon receipt if delivered personally or via facsimile.
13.2 AGREEMENT. This Agreement constitute the entire understanding and agreement
between PEERLESS and DPI with respect to the transactions contemplated herein
and supersede any and all prior or contemporaneous oral or written
communications with respect to the subject matter hereof (other than any
contemporaneous maintenance agreement executed by the parties), all of which are
merged herein. There being no expectations to the contrary between the parties
hereto, no usage of trade or other regular practice or method of dealing between
the parties hereto shall be used to modify, interpret, supplement or alter in
any manner any express terms of this Agreement. This Agreement shall not be
modified, amended or in any way altered except by an instrument in writing
signed by authorized representatives of both PEERLESS and DPI. Except as
specifically provided herein, no remedy available to either part hereunder or
relating hereto shall be exclusive of any other remedy, and each and every such
remedy shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute or
otherwise. No waiver of any provision of this Agreement or any rights or
obligations of either party hereunder shall be effective, except pursuant to a
written instrument signed by the party or parties waiving compliance, and any
such waiver shall be effective only in the specific instance and for the
specific purpose stated in such writing.
13.3 FORCE MAJEURE. Neither party shall be responsible for delays or failures in
performance
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hereunder (other than failure to pay amounts due or to comply with the
provisions of Section 8) to the extent that such party was hindered in its
performance by any act of God, civil commotion, labor dispute, or any other
occurrence beyond its reasonable control.
13.4 LAW AND FORUM. This Agreement shall be construed and enforced in accordance
with the laws of the United States of America and the State of California
applicable to the subject matter herein and to contracts wholly executed and
wholly to be performed therein. Any action or proceeding brought by DPI or
PEERLESS against the other arising out of or related to this Agreement shall
have as the court of competent jurisdiction the Federal District Court or
California state court located in the County of Los Angeles, State of
California, and DPI hereby submits to the in personam jurisdiction of such
courts for purposes of any such action or proceeding.
13.5 NO JOINT VENTURE. Nothing contained herein shall be deemed to create a
joint venture or partnership or agency relationship between PEERLESS and DPI.
Neither party shall have the right or authority to, and each party shall not,
assume or create any obligation or responsibility, express or implied, on behalf
of or in the name of the other party or bind the other party in any manner.
Nothing set forth herein shall be deemed to confer upon any person or entity
other than the parties hereto a right of action either under this Agreement or
in any manner whatsoever.
13.6 SEVERABILITY. If any provision hereof is found invalid or unenforceable
pursuant to judicial decree or decision, the remainder of this Agreement shall
remain valid and enforceable according to its terms. WITHOUT LIMITING THE
FOREGOING, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION
OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF
WARRANTIES, INDEMNIFICATION OF A PARTY OR EXCLUSION OF DAMAGES OR OTHER REMEDIES
IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER
PROVISION AND TO BE ENFORCED AS SUCH. FURTHER, IT IS EXPRESSLY UNDERSTOOD AND
AGREED THAT IF ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS
ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES OR
OTHER REMEDIES SET FORTH HEREIN SHALL REMAIN IN EFFECT.
13.7 SECTION REFERENCES. Any reference herein to a Section shall constitute a
reference to all sub-sections thereof.
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13.8 ATTORNEYS' FEES. The prevailing party in any action or proceeding between
PEERLESS and DPI arising out of or related to this Agreement shall be entitled
to recover from the other party all of its costs and expenses as determined in a
court proceeding including, without limitation, its reasonable attorneys' fees
incurred in connection with such action, including any appeal of such action.
13.9 EXPORTS. DPI shall comply with any and all United States export
regulations, rules or orders now in effect or that may be promulgated from time
to time that govern or relate to any export of any PEERLESS MATERIAL, including
without limitation any PEERLESS MATERIAL. DPI shall comply with any and all
United States export regulations, rules or orders now in effect or that may be
promulgated from time to time that govern or relate to any export of any
PEERLESS MATERIAL. DPI shall comply with the U.S. Foreign Corrupt Practices Act
and all applicable export laws, restrictions and regulations of the U.S.
Department of Commerce, the U.S. Department of Treasury and any other U.S. or
non-U.S. agency or authority. DPI shall not export or re-export or allow the
export or re-export of any product, technology or information it obtains or
learns pursuant to this Agreement in violation of such law, restriction or
regulation, including, without limitation, export or re-export to any country
subject to U.S. trade embargoes, or any part on the U.S. Export Administration
Table of Denial Orders or the U.S. Department of Treasury List of Specially
Designated Nationals or to any prohibited destination in any of the County
Groups specified in the then current Supplement Number 1 to part 740 of the
Commerce Control List specified in the then current Supplement Number 1 to part
738 of the U.S. Export Administration Regulations or any successor supplement or
regulations. DPI shall obtain and bear all expenses relating to any necessary
licenses and/or exemptions with respect to the export or re-export any PEERLESS
MATERIAL to anv location in compliance with all applicable laws and regulations.
If DPI is involved in a transaction that gives DPI reason to suspect that any
product, technology or information it obtains or learns pursuant to this
Agreement will be exported, re-exported or diverted in violation of any such
laws, restrictions or regulations (including, without limitation, knowledge of
suspect end users, abnormal transaction circumstances, or any other Bureau of
Export Administration "red flag" indicators), then DPI will take appropriate
steps to terminate such transaction, notify the correct U.S. agency and give
notice to PEERLESS.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
date first above written:
EXECUTED:
OSICOM TECHNOLOGIES INC., DPI PRINT
PEERLESS SYSTEM CORPORATION SERVER DIVISION.
By: By:
---------------------------------- ---------------------------------------
(Authorized Signature) (Authorized Signature)
Name: Hosni Printer Name: _________________________________
Title: Vice President of Finance and CFO Title: __________________________________
Date: August ____, 1998 Date: August _____, 1998
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EXHIBIT A - LICENSE DESCRIPTION
Licensed Product:
Peerless Shared Memory Interface and Application Program Interface
(software product referred to as PSIO).
License Grant:
DPI shall have the right to use the Licensed Product for the sole
purpose of developing and marketing network interface card options for
computer printers.
Deliverables:
Solely at PEERLESS' option, PEERLESS shall provide DPI with the most
current versions of the following documents and utilities:
"Peerless Standard I/O Interface Design Specification"
"Peerless Page Internal Interfaces"
Training:
PEERLESS shall, upon DPI's written request, make available one (1 ) day
of training for and not more than five (5) DPI's employee at PEERLESS
El Segundo CA facility in the use of the Licensed Product DPI shall
bear the expense of all costs associated with such training, including
but not limited to, meals, room and board, and travel expenses for DPI
employees to attend such classes. DPI shall pay for any training, in
addition to that indicated above, at PEERLESS' then current rates for
such training.
Telephone Support:
PEERLESS shall provide not more than forty hours (40) telephone support
to DPI. DPI shall provide PEERLESS the name of the DPI employee that
shall be the sole and exclusive employee that may contact PEERLESS with
questions regarding the Licensed Product.
///End
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EXHIBIT B - PAYMENT TERMS
l. DPI shall, on the date hereof, pay the "Source License Fee"
specified below for the product licensed hereunder as specified herein.
The Source License Fee is non-refundable.
2. For each shipment or other distribution of the Licensed Product (in
whatever form or media) by or on behalf of DPI. DPI shall pay the
applicable Per Option Card Royalty for any Licensed Product.
3. DPI may credit against future royalties owing under this Agreement
any such royalties actually paid in connection with the Licensed
Product shipped or distributed if the LICENSEE Product is returned to
DPI and DPI pays a full refund therefor.
4. Payment of any invoices submitted by PERLESS shall be due within
thirty (30) days after the date of such invoice. It is agreed that
recurring license fees due and payable to PEERLESS by DPI shall not
require an invoice from PEERLESS, but shall be paid by DPI within (30)
thirty days following the end of each calendar quarter in which they
are earned.
5. Payment Structure:
5.1 Non-Recurring License Fee - Twenty five thousand dollars
($25,000).
5.2 Recurring License Fee
5.2. l When PSIO is incorporated in a NIC which is
(a) not a physical part of the controller, or (b) is
part of a controller, via a DPI proprietary ASIC,
which is identified as an option to the OEM product.
The PSIO royalty shall be incorporated in the per
unit manufacturing cost of the NIC. The PSIO royalty
shall be calculated as 5% (five percent) of the
Suggested Retail Price (SRP) of the NIC except that
the per unit royalty, payable to Peerless, at no time
shall be less then U.S. $8.00 (eight dollars) not
more than U.S. $10.00 (ten dollars).
5.2.2 When PSIO is incorporated in the controller via
a DPI proprietar ASIC and such controller is the
standard controller for the OEM product. The PSIO
royalty shall be incorporated in the per unit
manufacturing cost of the ASIC and shall be U.S.
$5.00 (five dollars).
Projects
Shipping In Dev Total
Motorola DPO 9 4 13
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Other 5 1 6
NETARM DPO 9 11 20
PSIO 7 3 10
PCI 3 1 4
Other 3 3
Total 33 23 56
CUSTOMER CONTROLLER VENDORS USED SHIPPING DEVELOPMENT
1 Brother Own Discontinued Other
2 Elysys ITEC/PCPI Y DPO
3 Espon Peerless Y PSIO
4 FujiXerox Adobe Y DPO
5 Genicom/DEC Peerless and Own Y Y Other
6 Konica Own Y Y PCI/DPO
7 Kyocera Own Y Y Own/DPO
8 MEI/Panosonic IBM Japan Y PCI/DPO
9 Minolta Adobe, Destiny, Peerless, Zeno,
IBM Japan, Own Y Y DPO/PSIO
10 Mita AHT, Destiny Y Y DPO
11 NEC HDE, ITEC/PCPI, Adobe X X XXX
00 XxxXxx XXXX/XXXX X XXX
00 Xxxxxxxx Own Y Other
00 Xxxxxx Xxxxx XXX X XXX
00 QMS Xionics, Own Y DPO
16 Ricoh Peerless, Xionics, HDE, Own Y Y PSIO/DPO
17 Savin AHT Y DPO
18 Sharp Xionics, Own Y Y DPO
19 Tally Own Y Y PSIO
20 TEC Peerless, IBM Japan, Own Y PSIO/DPO
21 Toshiba IBM Japan, Own Y DPO
22 Xerox Xionics, Own Y DPO/Othe
Motorola DPO
Shipping
1 Xerox 4512 Ethernet
1 Xerox P12 Ethernet
1 FX PG 12 Ethernet
1 NEC 1260 Xxxxxxxx
0 Xxxxx 0000 Xxxxxxxx
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1 Sharp 8200 Colo Ethernet
1 Sharp Swan Ethernet
1 Sharp Cougar Ethernet
1 Mita Ethernet
In Dev
1 Minolta All Produc TR (used in 4 Printers)
1 Toshiba TR
1 Sharp Cougar TR
1 QMS TR
Motorola Other
Shipping
1 Konica 201 Ethernet
1 Konica Mita Ethernet
1 Konica Kodak Ethemet
1 Paradyne Net100 Ethemet
1 Genicom Net100E Ethemet
Motorola Other
In Dev
1 Minolta PSIO-All TR
NetArm DPO
Shipping
1 Minolta 401X Ether
1 Minolta 401w Ether
1 Minolta 3001W Ether
1 NEC 870 Ether
1 NEC Cronus Ether
1 NewGen Ether
1 AHT Xxxxxx Xx Ether
1 AHT Savin Ether
1 Elysys Ether
In Dev
1 Minolta 402W Ether
1 Minolta DL Ether
1 NEC Cro Lite ETher
1 NEC Commanc Ether
1 Sharp Cougar ETher
1 Sharp Panther Ether
1 QMS Neptune Ether
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Draft #1 (August 5, 1998) Page 15 of 17 Initials: Peerless ___; DPI ___
1 Mita Phantom Ether
1 Toshiba ETher
1 Destiny Ref-Em Ether
1 AHT Mita Ether
NetARm PSIO
Shipping
1 Minolta 402 Ether
1 Minolta 411 Ether
1 Minolta Peacock Ether
1 Epson Malibu ETher
1 Epson Ontario ETher
1 Ricoh NM4/5 ETher
1 Tally LP Ether
In Dev
1 TEC laser Ether
1 Tally Laser Ether
1 Ricoh NM6 Ether
NETARM PCI
Shipping
1 MEI Ether
1 Konica 301 Ether
1 Konica 301 Mita Ether
In Dev
1 Konica KN-401 Ether
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Draft #1 (August 5, 1998) Page 16 of 17 Initials: Peerless ___; DPI ___
NETARM Other
Shipping
In Dev
1 Kyocera 3000E Ethernet
1 Ricoh Stinger Ethernet
1 Genicom Gordian EthemeVNCC
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Draft #1 (August 5, 1998) Page 17 of 17 Initials: Peerless ___; DPI ___
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