Exhibit 10.1
Confidential treatment has been requested for portions of this Exhibit. The
Confidential Portions have been redacted and are denoted by [ * * * ]. The
Confidential Portions have been separately filed with the Commission.
AMENDMENT TWO
TO THE
SOFTWARE LICENSE AGREEMENT
BETWEEN
NETSCAPE COMMUNICATIONS CORPORATION
AND
VOXWARE, INC.
THIS AMENDMENT ("Amendment Two") is made and entered into as of March 19, 1998
("Effective Date"), by and between NETSCAPE COMMUNICATIONS CORPORATION, a
California corporation located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇ ("Netscape"), and VOXWARE, INC., a Delaware corporation located at ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Voxware").
RECITALS
The parties entered into a Software License Agreement dated January 31, 1996,
pursuant to which Netscape licensed certain Voxware products for use in Netscape
products (the "Software License Agreement");
The Software License Agreement was amended by Amendment One to the Software
License Agreement, as of December 16, 1997 ("Amendment One"). Amendment One and
the Software License Agreement are collectively referred to herein as the
"Amended Agreement."
Netscape and Voxware now desire to amend the Amended Agreement, subject to the
terms and conditions specified below.
AMENDMENT
1. In lieu of any license fees, engineering fees, royalties or other fees
which would have been due to Voxware under the Amended Agreement other than
those which have already been paid by Netscape and received by Voxware,
Netscape agrees to pay to Voxware the license fee of [ * * * ], which shall
be due in full on or before March 27, 1998. Except as provided for in this
Amendment Two or otherwise by applicable law, upon receipt of such sum,
Netscape shall have no further obligations to Voxware under the Amended
Agreement, and Voxware shall have no claims against Netscape regarding the
Amended Agreement.
17
2. Except as provided for in this Amendment Two, Voxware shall have no
obligations to Netscape under the Amended Agreement, and Netscape shall
have no claims against Voxware. Netscape shall have no rights or licenses
under the Amended Agreement after the Effective Date other than as provided
for in this Amendment Two.
3. As of the Effective Date, Netscape will not release any new version of a
Netscape product incorporating any portion or derivative of the Voxware
Products (as defined in the Amended Agreement), except that (i) Netscape
may include Voxware Products which have already been delivered pursuant to
the Software License Agreement as of the Effective Date in new versions of
any such Netscape product until immediately following Netscape's first
general commercial release of Netscape Communicator 4.5 (which is currently
scheduled to be released in September 1998), and (ii) Netscape and its
distribution channels may continue to license and distribute the versions
of Netscape products existing and in commercial distribution as of the
Effective Date (including releases pursuant to (i) above) which incorporate
Voxware Products. Subject to the limitations set forth in this Section
regarding incorporation of the Voxware Products into Netscape products, all
sublicenses which are properly granted shall survive this Amendment Two and
continue in full force and effect. Sections II1., 2a., II3., II4., III, IV
and V shall survive this Amendment Two and shall continue in full force and
effect.
IN WITNESS WHEREOF, the parties indicate their agreement with and acceptance of
the terms and conditions contained in this Amendment Two, as of the Effective
Date hereof.
NETSCAPE COMMUNICATIONS VOXWARE, INC.
CORPORATION
/s/ ▇▇▇▇ ▇. ▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------- ------------------------------
Signature Signature
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------- ------------------------------
Print Name Print Name
Senior Vice President Executive Vice President and CFO
---------------------------------- ------------------------------
Title Title
March 25, 1998 March 19, 1998
---------------------------------- ------------------------------
Date Date
18
