Trk #2499
AMENDMENT XX. 0 XX XXXXXXXX XX. 0
TO THE
CONFIGURABLE POSTSCRIPT INTERPRETER OEM LICENSE AGREEMENT
BETWEEN
AMIABLE TECHNOLOGIES INCORPORATED
AND
ADOBE SYSTEMS INCORPORATED
Effective Date: March 15, 1998
THIS AMENDMENT NO. 1 to Appendix No. 1, effective as of February 7, 1997
(the "Appendix"), to the Configurable Postscript Interpreter OEM License
Agreement effective as of February 7, 1997 (the "Agreement"), is between ADOBE
SYSTEMS INCORPORATED, a Delaware corporation having its place of business at 000
Xxxx Xxxxxx, Xxx Xxxx, XX 00000-0000 ("Adobe") and AMIABLE TECHNOLOGIES
INCORPORATED, a Pennsylvania corporation having a place of business at
International Xxxxx Xxx, Xxxxx 000, Xxxxxxxxxxxx, XX 00000-0000 ("OEM").
WHEREAS, the parties wish to add terms applicable to OEM's distribution of
Licensed Systems containing PostScript 3 software under the Appendix.
WHEREAS, the parties wish to amend the pricing for all Licensed Systems
distributed under the Appendix;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the Agreement is amended as follows:
I. Paragraph (2) of Section A ("Description of CPSI Application") is hereby
deleted in its entirety and replaced by the following:
"(2) Multiple Device Driver Version of the CPSI Application, PhotoPrint,
is the Intel-PC/NT version of Adobe Software that has been integrated with
the OEM application software as a raster image processor (RIP) server
application with bundled drivers to drive various Designated Output
Devices, and with the End User having the ability to drive any of the
Designated Output Devices. OEM agrees that it shall not distribute a
Multiple Device Driver Version of the CPSI Application to or through
Remarketers unless the parties have executed an amendment to this Appendix
No. 1 which sets forth royalties applicable to such distribution."
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II. Section C ("Licensed System") is hereby deleted its entirety and replaced
by the following:
"C. Licensed System: The Licensed System is comprised of the following
components:
o The CPSI Application Object with software options supplied by OEM;
o For CPSI Application Object containing PostScript Level 2 Software:
OEM agrees to include only the Coded Font Programs listed in Section J
herein and, optionally, those listed in Section K herein.
o For CPSI Application Object containing PostScript 3 Software only:
OEM agrees to distribute the Extended Roman Font Program Set listed in
Exhibit H ("Extended Roman Font Program Set") to the Agreement, and
optionally, the Coded Font Programs for Japanese Typefaces described in
Section K(2)a(ii). OEM agrees that it shall not distribute any Coded Font
Programs for Japanese Typefaces in OCF Format (as described in Section
K(2)a(i)) with CPSI Application Object containing PostScript 3 Software.
o One Designated Output Device(s) as described in Section B(2), including
any device drivers, cables, multiplexers, accelerator cards or image
buffers necessary to make the Designated Output Device function. A
Licensed System (except as distributed to or through Remarketers) may
drive two (2) or more Designated Output Devices provided that OEM shall
pay Adobe the Licensed Use Royalty for a Multiple Device Driver Version as
described in Section I(3)a(ii) herein."
III. Section E(1) ("Adobe Software") is hereby deleted its entirety and
replaced by the following:
"(1) Adobe Software: Adobe will deliver two versions of the Adobe Software
under this Appendix No. 1: PostScript Level 2 and PostScript 3 Software,
as described in Exhibit A ("Description of Adobe Software") to the
Agreement, the PostScript Language Reference Manual, Second Edition, as
printed in English by Xxxxxxx-Xxxxxx, current as of April 1991, and
additionally, for PostScript 3 Software, the Supplement: PostScript
Language Reference Manual, For Version 3010. See also the Adobe-supplied
Configurable PostScript Interpreter Functional Specification. Adobe
Software will be delivered on CD-ROM media."
IV. Section E(5) ("Coded Font Programs") is hereby deleted its entirety and
replaced by the following:
"(5) Coded Font Programs: The Roman Initial Installation Coded Font
Programs listed in Section J ("Roman Initial Installation Coded Font
Programs") herein, the Roman Additional Coded Font Programs listed in
Section K(1) ("Roman Additional Coded Font Programs") herein, and the
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Extended Roman Font Program Set listed in Exhibit H ("Extended Roman Font
Program Set") to the Agreement will be delivered on the Adobe Software
distribution medium. The Coded Font Programs for Japanese Typefaces listed
in Section K(2) ("Coded Font Programs for Japanese Typefaces") will be
delivered on mutually agreeable distribution media."
V. For purposes of Milestones 1 through 12 of Section F ("Development
Schedule and Testing Expectations"), "Adobe Software" shall refer
exclusively to the PostScript Level 2 Adobe Software. The following
additional Milestones are hereby added to Section F and shall apply
to the delivery and testing of PostScript 3 Adobe Software:
"#(13) OEM returns the signed Amendment No. 1 to ASAP
Appendix No. 1 to Adobe and Adobe executes this
Amendment No. 1.
#(14) OEM provides to Adobe completed Software RIP In accordance with
Development Checklist (attached as Schedule 1 hereto) Paragraph 3.8.
and a copy of draft PPD File in electronic form and ("Testing") of the
the draft PostScript Language Addendum for review by Agreement
Adobe for the PostScript 3 Adobe Software
(hereinafter, "Postscript 3").
#(15) Adobe provides OEM with the most current Completed
version of the PostScript Product Certification Test
Suite and with a test plan indicating which files of
the PostScript Product Certification Test Suite need
to be run and which require hardcopy print out.
#(16) OEM notifies Adobe when it begins its testing Completed
cycle with the PostScript Product Certification Test
Suite.
#(17) OEM provides Adobe with at least 30 days Completed
advance written notice of the anticipated delivery
date of OEM test results to Adobe for review.
#(18) OEM runs designated files from the Postscript At OEM's discretion but
Product Certification Test Suite in accordance with consistent with the
the Adobe-supplied test plan and provides OEM test delivery date identified
results, the log files, the final version of the PPD in #(17)
Files and the final version of the PostScript Language
Addendum to Adobe for PostScript 3.
#(19) Adobe performs certification. (Note: No In accordance with
additional Adobe testing will be conducted unless Paragraph 3.8.2 ("Adobe
Adobe requires further testing. Reference Paragraph Certification") of the
3.8.2 ("Adobe Certification") of the Agreement for Agreement.
payments due to Adobe for initial and subsequent
retesting by Adobe.)
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#(20) Adobe provides OEM with written certification In accordance with
of PostScript 3 Licensed System prior to first Paragraph 3.8.2 ("Adobe
commercial shipment. Notwithstanding the reference to Certification") of the
Milestone 12 in Section B ("Description of Computer Agreement.
System") herein, OEM agrees that it may not upgrade a
Computer System for use with a PostScript 3 Licensed
System until this Milestone 20 is completed.
VI. Section I(2)d ("Method for Calculating the Average Suggested Retail Price
for Designated Output Devices Described in Section B(2)(i) Above") is
hereby deleted in its entirety and replaced by the following:
"d. List Price. "List Price" as used herein shall mean OEM's published
list price, established in good faith, for one (1) fully functioning
Licensed System as distributed to End Users, exclusive of amounts received
for taxes, interest, non-warranty maintenance and installation charges,
insurance, shipping and handling costs. More specifically, "U.S. List
Price" shall mean the List Price in U.S. Dollars for any Licensed System
that does not include Coded Font Programs for Japanese Typefaces, and
shall apply to royalty calculations for distribution of all such Licensed
Systems throughout the world. "Japanese List Price" shall mean the List
Price in Japanese yen for a Licensed System which includes Coded Font
Programs for Japanese Typefaces, and shall apply to royalty calculations
for distribution of such Licensed Systems distributed for use throughout
the world. The relevant List Price shall be converted into U.S. Dollars at
a rate equal to the average of the exchange rates for the appropriate
currency quoted in the Wall Street Journal at the end of the first and
last days of the relevant quarterly accounting period (or the first
business day thereafter if such day is a Sunday or other non-business day)
set forth in Paragraph 7.5 ("Payment of Royalties") of the Agreement."
VII. Section I(3)a ("Roman Version") is hereby deleted in its entirety and
replaced by the following:
x. Xxxxx Versions. OEM agrees to include the Coded Font Programs listed in
Section J herein and, optionally, those listed in Section K(1) with each
Licensed System containing PostScript Level 2 Software distributed
hereunder, and agrees to include the Extended Roman Font Program Set
listed in Exhibit H ("Extended Roman Font Program Set"), as added to the
Agreement by Amendment No. 1, with each PostScript 3 Licensed System
distributed hereunder. A Licensed System which includes Roman Coded Font
Programs only shall be referred to herein as a "Roman Version."
For each Roman Version of the Licensed System which is distributed or used
internally (beyond the number of Licensed Uses provided royalty-free for
Internal Use under Section I(6) below by OEM or its Subsidiaries
hereunder,
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OEM shall pay Adobe a Licensed Use royalty based on whether such Roman
Version includes a Single Device Driver Version or Multiple Device Driver
Version, as set forth below. This royalty shall include any royalties for
the Roman Initial Installation Coded Font Programs or the Extended Roman
Font Program Set included with a Roman Version, but shall not include
royalties for any Roman Additional Coded Font Programs distributed with a
PostScript Level 2 Licensed System, for which OEM shall pay additional
royalties in accordance with Section I(5)b ("Licensed Use Royalties for
Roman Additional Coded Font Programs") hereunder.
(i) Licensed Use Royalty for Single Device Driver Version.
o For each Single Device Driver Version distributed for use
with a Designated Output Device with a U.S. List Price of
[information redacted]## or less, OEM shall pay Adobe
royalties equal to [information redacted]## of its Gross
Receipts, as defined below, for such Single Device Driver
Version, but no less than [information redacted]## for such
Single Device Driver Version,
o For each Single Device Driver Version distributed for use
with a Designated Output Device with a U.S. List Price greater
than [information redacted]##, OEM shall pay Adobe royalties
equal to [information redacted]## of the Gross Receipts for
such Single Device Driver Version, but no less than
[information redacted]## for each such Single Device Driver
Version.
"Gross Receipts" shall mean the total amount of monies, including but not
limited to royalties, or any other consideration earned by OEM for its
distribution of CPSI Application Object and Coded Font Programs hereunder.
Example 1: OEM distributes a Single Device Driver Version under this
Appendix No. 1 for use with a Designated Output Device with a U.S. List
Price of [information redacted]## or less.
A) Per Licensed Use Royalty where OEM's Gross Receipts total
[information redacted]##
B) Per Licensed Use Royalty where OEM's Gross Receipts total
[information redacted]## minimum per Designated Output Device
Example 2: OEM distributes a Single Device Driver Version under this
Appendix No. 1 for use with a Designated Output Device with a U.S. List
Price greater than [information redacted]##, and OEM's Gross Receipts
total [information redacted]##. [Information redacted]##. Thus, OEM shall
owe the [information redacted]## minimum for such Single Device Driver
Version.
Example 3: OEM distributes a Single Device Driver Version under this
Appendix No. 1 for use with a Designated Output Device with a U.S. List
Price of [information redacted]##. OEM's Gross Receipts for this
transaction total [information redacted]##. OEM shall owe [information
redacted]## Licensed Use royalty for such Single Device Driver Version.
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## The information contained in this portion of the agreement has been omitted
and filed separately with the Securities and Exchange Commission pursuant to a
request for confidential treatment.
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(ii) Licensed Use Royalty for Multiple Device Driver Version. OEM
shall pay Adobe [information redacted]## of its Gross
Receipts, as defined above, for each Multiple Device Driver
Version it distributes hereunder."
VIII. The last paragraph of Section I(3)b ("Japanese Version") is hereby deleted
in its entirety and replaced by the following:
"For each Japanese Version of the Licensed System which is distributed or
used internally by OEM or its Subsidiaries hereunder, OEM shall pay Adobe
royalties in accordance with the method of royalty calculations set forth
in Section I(3)a above, using the Japanese List Price in lieu of the U.S.
List Price. OEM shall pay a separate royalty for the Roman Additional
Coded Font Programs and Coded Font Programs for Japanese Typefaces
distributed by OEM as described In Section 1(5) ("Licensed Use Royalties
for Coded Font Programs") below."
IX. Section M(3) ("Adobe Contract Representative") is hereby deleted in its
entirety and replaced by the following:
Xxxxx Xxxxxx Phone (000) 000-0000
Adobe Systems Incorporated Fax (000) 000-0000
000 Xxxxxxx Xxxx. (X-00)
Xxx Xxxx
XX 00000-0000
X. Schedule 2 ("Specified Weighted Average Suggested Retail Price") is hereby
deleted in its entirety.
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## The information contained in this portion of the agreement has been omitted
and filed separately with the Securities and Exchange Commission pursuant to a
request for confidential treatment.
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XI. All other terms and conditions of the Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment No. 1
to Appendix No. 1 to the Agreement by their respective duly authorized officers
to be effective as of the Effective Date specified above.
ADOBE OEM
ADOBE SYSTEMS INCORPORATED AMIABLE TECHNOLOGIES INCORPORATED
By: /s/Xxxxxxxxx X. Xxxxxxxxx By: /s/Xxxx Xxxxxxxxx
--------------------------------------- -------------------------------
Print Name: XXXXXXXXX X. XXXXXXXXX Print Name: XXXX XXXXXXXXX
------------------------------- -----------------------
Sr. Vice President & General Manager
Title: Printing and Systems Division Title: Vice President
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Date: JUN 23 1998 Date: 5/20/98
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