Exhibit 10.16.1
AMENDMENT NO. 1 TO
CROSS-LICENSE AND OEM AGREEMENT
This Amendment No. 1 to the parties' Cross-License and OEM Agreement (the
"Amendment") is entered into as of the Effective Date by and between Seagate
Software Information and Management Group, Inc., a British Columbia corporation,
with offices at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
(together with its Affiliates, "IMG") and VERITAS Holding Corporation, a
Delaware corporation, with offices at 0000 Xxxxxxxx Xxxxxx, Xxxxxxxx Xxxx,
Xxxxxxxxxx 00000 and VERITAS Software Corporation, a Delaware corporation, with
offices at 0000 Xxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000.
WHEREAS, VERITAS and IMG have entered into a Cross-License and OEM
Agreement (the "Cross-License Agreement"), effective upon the closing of the
Merger Agreement; and
WHEREAS, the parties desire to amend the Cross-License Agreement, to expand
IMG's rights with respect to Manage Exec and with respect to Client Exec;
NOW, THEREFORE, the parties agree that the Cross-License Agreement is
amended as follows:
1. Definitions and Related Matters. Terms used herein shall have the
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meaning specified therefor in the Cross-License Agreement. In addition, the
following terms are defined as follows:
(a) "VERITAS" shall mean VERITAS Holding Corporation and/or
VERITAS Software Corporation .
(b) "Effective Date" of this Amendment shall mean the date of
the latter signature below.
Manage Exec
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2. Section 1.6 of the Cross-License Agreement is corrected, in the first
line thereof, by changing "Venus" to "VERITAS".
3. Section 1.7 of the Cross-License Agreement is amended to read in its
entirety as follows:
" 'Licensed Manage Exec' shall mean Manage Exec."
4. Clause (i) of Section 4.1(a) of the Cross-License Agreement is amended
to read in its entirety as follows:
"(i) to reproduce, have reproduced, use, display, and distribute
Licensed Manage Exec and derivative works thereof (or portions thereof)
(collectively, "IMG Manage Exec"), directly to End Users and/or to or through
Distributors, provided that IMG's right to distribute IMG Manage Exec shall be
limited to distribution of IMG Manage Exec bundled with or incorporated into
Crystal
Info and/or Crystal Reports (and/or any successor(s) thereto that add material
value to IMG Manage Exec), and distribution of IMG Manage Exec to End Users of
copies of Crystal Info and/or Crystal Reports (and/or any successor(s) thereto
that add material value to IMG Manage Exec) previously distributed by IMG or its
Distributors;".
5. The following is added at the end of Section 4.1(a) of the Cross-License
Agreement:
"IMG shall be entitled to market and distribute IMG Manage Exec under such
names and marks as IMG chooses, including without limitation `Manage Exec'.
Nothing in this section shall transfer to IMG ownership of (A) Manage Exec as
provided to IMG by VERITAS, or (B) ownership of the trademark `Manage Exec'."
6. The second sentence of Section 4.1(b) of the Cross-License Agreement is
amended to read in its entirety as follows:
"VERITAS grants to IMG a nonexclusive, royalty free license to reproduce,
use, and modify such source code solely for the purpose of supporting,
maintaining, correcting errors in, enhancing, modifying, and creating derivative
works of IMG Manage Exec."
7. In the second line of Section 4.2 of the Agreement, "Crystal Info" is
changed to "Crystal Info, Crystal Reports, or a successor thereto, as
applicable."
8. In Sections 4.2 and 4.3 of the License Agreement, each instance of
"Licensed Manage Exec" is changed to "IMG Manage Exec."
9. The following is added at the end of Section 4.4 of the Cross-License
Agreement:
"Notwithstanding the foregoing, if VERITAS ceases offering support for
Licensed Manage Exec, IMG shall be responsible for supporting End Users
receiving Licensed Manage Exec from IMG or its Distributors."
Client Exec
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10. Section 1.4 of the Cross-License Agreement is corrected, in the first
line thereof, by changing "Venus" to "VERITAS".
11. Section 1.5 of the Cross-License Agreement is amended to read in its
entirety as follows:
" 'Licensed Client Exec' shall mean Client Exec."
12. Clause (i) of Section 3.1(a) of the Cross-License Agreement is amended
to read in its entirety as follows:
"(i) to reproduce, have reproduced, use, display, and distribute
Licensed Client Exec and derivative works thereof (or portions thereof)
(collectively, "IMG Client Exec"), directly to End Users and/or to or through
Distributors, provided that IMG's right to distribute IMG Client Exec
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shall be limited to distribution of IMG Client Exec bundled with or incorporated
into Crystal Info and/or Crystal Reports (and/or any successor(s) thereto that
add material value to IMG Client Exec), and distribution of IMG Client Exec to
End Users of copies of Crystal Info and/or Crystal Reports (and/or any
successor(s) thereto that add material value to IMG Client Exec) previously
distributed by IMG or its Distributors;".
13. The following is added at the end of Section 3.1(a) of the Cross-
License Agreement:
"IMG shall be entitled to market and distribute IMG Client Exec under such
names and marks as IMG chooses, including without limitation `Client Exec'.
Nothing in this section shall transfer to IMG ownership of (A) Client Exec as
provided to IMG by VERITAS, or (B) ownership of the trademark `Client Exec'."
14. The second sentence of Section 3.1(b) of the Cross-License Agreement is
amended to read in its entirety as follows:
"VERITAS grants to IMG a nonexclusive, royalty free license to reproduce,
use, and modify such source code solely for the purpose of supporting,
maintaining, correcting errors in, enhancing, modifying, and creating derivative
works of IMG Client Exec."
15. In the second line of Section 3.1(c) of the Agreement, "Crystal Info"
is changed to "Crystal Info, Crystal Reports, or a successor thereto, as
applicable."
16. In Sections 3.1(c) and 3.2 of the License Agreement, each instance of
"Licensed Client Exec" is changed to "IMG Client Exec."
17. The following is added at the end of Section 3.3 of the Cross-License
Agreement:
"Notwithstanding the foregoing, if VERITAS ceases offering support for
Licensed Client Exec, IMG shall be responsible for supporting End Users
receiving Licensed Manage Exec from IMG or its Distributors."
18. Section 5.7 of the Cross-License Agreement is corrected as follows: in
the first line thereof, "VERITAS" is changed to "IMG", and in the second line
thereof, "IMG" is changed to "VERITAS".
19. IMG hereby grants to VERITAS a nonexclusive, nontransferable, royalty
free license to reproduce Crystal Reports (in object code or executable form
only) and Crystal Info (in object code or executable form only) for VERITAS'
internal use, provided that VERITAS' use of each copy of Crystal Reports and
Crystal Info shall be subject to IMG's then current standard Crystal Reports or
Crystal Info end user license agreement, except that (i) VERITAS' use of Crystal
Reports and Crystal Info shall be at no charge; (ii) Crystal Reports and Crystal
Info are provided and licensed to VERITAS "AS IS" AND WITHOUT WARRANTY OR
SUPPORT, AND IMG DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE;
and
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(iii) IN NO EVENT SHALL IMG HAVE ANY LIABILITY, DIRECT, INDIRECT, CONSEQUENTIAL,
OR OTHERWISE, TO VERITAS ARISING OUT OF THIS LICENSE OR VERITAS' USE OF CRYSTAL
REPORTS OR CRYSTAL INFO PURSUANT TO THIS SECTION. VERITAS' right to use each
copy of Crystal Reports and Crystal Info made pursuant to this section shall be
perpetual (but subject to termination for default) as set forth in the
applicable IMG end user agreement.
20. Except as set forth herein, the Cross-License Agreement shall remain
unmodified.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
signed by duly authorized officers or representatives as of the date first above
written.
SEAGATE SOFTWARE INFORMATION VERITAS HOLDING CORPORATION
MANAGEMENT GROUP, INC.
/s/ Xxxxx X. Xxxxxxxxxxx /s/ Xxx Xxxxx
By: ___________________________________ By:_________________________________
Xxxxx X. Xxxxxxxxxxx Xxx Xxxxx
Print Name: ___________________________ Print Name: ________________________
Senior VP, Chief Administrative
Vice President of Administration Officer
Title: ________________________________ Title:______________________________
April 16, 1999 April 16, 1999
Date: _________________________________ Date: ______________________________
VERITAS SOFTWARE CORPORATION
/s/ Xxx Xxxxx
By: _________________________________
Xxx Xxxxx
Print Name: _________________________
Senior VP, Chief
Administrative Officer
Title: ______________________________
April 16, 1999
Date: _______________________________
[SIGNATURE PAGE FOR AMENDMENT NO. 1 TO CROSS-LICENSE AGREEMENT]
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