OSICOM TECHNOLOGIES, INC.
0000 00XX Xxxxxx
Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
March 10, 1999
Xx. Xxxxxxxxx Xxxxxxxx VIII
President and CEO
NETsilicon, Inc.
000 Xxxxxxx Xxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxx. 00000
Dear Xxxx:
This letter confirms our agreement to amend the Intercompany Agreement (the
"Agreement") dated as of May 1, 1998 between NETsilicon, Inc. ("NSI") and Osicom
Technologies, Inc. ("Osicom") as set forth below. Osicom and NETsilicon hereby
agree that these amendments shall be effective as of May 1, 1998.
1. The term of paragraph 5 of the Agreement, as to engineering support
only, shall expire on June 30, 1999, subject, however, to the right of
Osicom to terminate such extension at any time on five (5) business
days prior written notice to NSI. The term of paragraph 5 of the
Agreement, as to manufacturing services, shall expire on April 30,
1999.
2. Paragraph 8 of the Agreement is hereby deleted and replaced in its
entirety by the following: NSI and Osicom shall jointly own the
intellectual property set forth on the attached Schedule C (the
"Intellectual Property") subject to the following limitations: (a)
Osicom's rights to the Intellectual Property shall be limited to its
use solely for the purpose of developing, manufacturing and selling
the commercial products listed on Schedule A to the Agreement; (b)
Osicom shall not use the Intellectual Property in any products that
directly compete with any NETsilicon products; and (c) Osicom shall
have no right to sell, license, transfer or assign to any third party
all or any part of its rights in the Intellectual Property or any
derivative thereof. Furthermore, Osicom acknowledges that, except as
provided herein, NETsilicon's rights to the Intellectual Property are
owned by NETsilicon without limitation.
3. Schedule C of the Agreement is hereby deleted and replaced it its
entirety by Schedule C attached to this letter and made a part hereof.
4. Except as amended by this letter, the Agreement remains in full force
and effect according to its terms.
If the foregoing correctly sets our agreement, please sign and return this
letter to me.
Very truly yours,
OSICOM TECHNOLOGIES, INC.
By: /s/ Par Xxxxxx
____________________________________
Par Xxxxxx, Chief Executive Officer
Agreed to and accepted
this 10th day of March, 1999
NETsilicon, Inc.
/s/ Xxxxxxxxx Xxxxxxxx VIII
___________________________
Xxxxxxxxx Xxxxxxxx, VIII
President and CEO
EXHIBIT C
NSI INTELLECTUAL PROPERTY AVAILABLE FOR OSICOM USE
ALL DESIGNS OF NSI AS OF THE DAY OF COMMENCEMENT OF THE IPO AS FOLLOWS:
NET+ARM
Verilog for the NETARM chips 12, 15 and 40
Test bench for the NETARM chips 12, 15 and 40
Schematics, BOM and Artwork files for the NETARM Development Board
Source code that NETsilicon owns for the NET+ARM software and firmware:
Release D.2 for pSOS and Release D.2 for VxWorks
Source code for the HTML to C compiler
Source code for the flash download utility
COMMERCIAL PRINT SERVERS
Schematics, BOM and Artwork files for the commercial NET+ARM based boards:
Pocket, 500/1000 and EIO
Schematics, BOM and Artwork files for the 00000 Xxxxxxxx and Token Ring boards
500/1000, 2000, MIO
Electronic versions of manuals, latest revision
Source code that NETsilicon owns for the Commercial Print Servers
Source code for utility software:
NSDOCTOR
NSBROWSE
FTP Flash downloads
IP and IPX P2P
SOURCE CODE NOT OWNED BY NETSILICON INCLUDES THE FOLLOWING:
PSOS
VxWorks
TCP/IP
IPX/SPX
AppleTalk
HTTP
SNMP
Streams
MANUFACTURING DOCUMENTATION
Whatever documentation that is in existence to support manufacturing
