Exhibit 10.5
AMENDMENT NO. 1 TO LICENSE AGREEMENT
THIS AMENDMENT NO. 1 TO LICENSE AGREEMENT (this "Amendment") is made as of
the 10th day of September, 1998 by and between Oracle Corporation, a Delaware
corporation ("Oracle"), and Versatility Inc., a Delaware corporation
("Versatility").
WHEREAS, Oracle and Versatility are parties to a Technology License
Agreement dated as of August 20, 1998 (the "Agreement"); and
WHEREAS, the parties hereto desire to amend certain provisions of the
Agreement as hereinafter set forth in order to correct a typographical error in
the Agreement.
NOW, THEREFORE, in consideration of the foregoing, the mutual promises and
covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Section 5.2.B of the Agreement is hereby deleted in its entirety and the
following provision inserted in lieu thereof:
"5.2.B Acceptance of Superior Offer
If (i) the Merger Agreement is being or has been terminated and Versatility
is obligated to pay Oracle a Termination Fee (as defined in the Merger
Agreement) under the Merger Agreement, (ii) Versatility refunds to Oracle
all of the Prepaid Sublicense Fees prior to or simultaneously with the
payment of such Termination Fee, and (iii) the Termination Fee is paid in
accordance with the terms of the Merger Agreement, then this Agreement
shall terminate upon repayment by Versatility of such Prepaid Sublicense
Fees and payment of the Termination Fee."
2. Except as specified herein, the parties hereby ratify and affirm each of
the other provisions of the Agreement referred to therein.
3. This Amendment may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Each counterpart shall be
an original. A facsimile signature appearing on a facsimile document shall be
given the same effect as if it were an original signature on an original
document.
IN WITNESS WHEREOF, Oracle and Versatility have duly executed this
Amendment, or caused it to be duly executed, under seal as of the date first set
forth above.
VERSATILITY INC.
By: /s/ Xxxxxxx X. Xxxxxx
________________________________
Name: Xxxxxxx X. Xxxxxx
Title: SVP Finance
ORACLE CORPORATION
By: /s/ Xxxxx X. Xxxx
________________________________
Name: Xxxxx X. Xxxx
Title: Executive Vice President
