EXHIBIT 10.4.1
April 30, 1997
Xx. Xxxxxx Taradalsky
Executive Vice President
NetObjects, Inc.
0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
Dear Xx. Xxxxxxxxxx:
This is Amendment Number 1 to NetObjects License Agreement L97063, between
International Business Machines Corporation and NetObjects, Inc. dated March 18,
1997 (the "Agreement").
Capitalized terms used herein shall have the meanings set forth in the
Agreement.
The following section shall be added to Exhibit B to the Agreement, entitled
"Royalty Rate for Licensed Works":
Section 3.7 "Internal Copies" shall mean copies of the Licensed Works which
are provided to Employees of IBM and IBM Subsidiaries, as well as agents and
contractors working for and on behalf of IBM or an IBM Subsidiary, where such
copies are intended for use by such persons to perform productive work on behalf
of IBM or any IBM subsidiary, and not for resale.
In lieu of the Royalty Rates set forth in 3.1 through 3.5 of this Exhibit B, IBM
shall pay NetObjects a one time fee of [***] dollars ($[***].00), within 45 days
after this Amendment is executed by both parties, for all Internal Copies of
NetObjects Fusion 2.0, and all upgrades thereto which are made available by
NetObjects during the first 12 months after the date of this Amendment. After
the initial 12 month period, at IBM's option, and subject to the most favored
customer pricing terms contained in Section 5.5 of the Agreement, IBM may elect:
1) to pay for individual Internal Copy upgrades at the per copy Royalty Rates
set forth in Sections 3.1 though 3.5 of this Agreement, or 2) to pay a single
Upgrade Fee for all copies calculated as follows:
Internal Copies Upgrade Fee = $[***]. multiplied by (retail price of upgrade
divided by $[***].00)
*** Portions of this exhibit has been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.
Xx. Xxxxxxxxxx
Page 2
April 30, 1997
Upon receipt of the payment required in this Section 3.7, three thousand (3,000)
units shall be counted towards IBM's fulfillment of its Volume Commitment for
the Initial Period. However, IBM shall be entitled to an unlimited number of
Internal Copies of NetObjects Fusion 2.0.
All other terms and conditions of the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have caused this Amendment Number 1 to be
executed below by their duly authorized representatives.
ACCEPTED AND AGREED TO:
INTERNATIONAL BUSINESS NETOBJECTS, INC.
MACHINES CORPORATION
BY: /s/ X.X. Xxxxxxxx BY: /s/ Xxxxxx Xxxxxxxxxx
NAME: X.X. Xxxxxxxx NAME: Xxxxxx Xxxxxxxxxx
TITLE: Assistant General Counsel TITLE: EVP Business Development
Date: 4/30/97 Date: 4/30/97
