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EXHIBIT 10.37
AMENDMENT NUMBER ONE TO
TECHNOLOGY LICENSE AGREEMENT
The Technology License Agreement (the "Agreement") effective as of October 21,
1993, by and between GEOWORKS, a California corporation ("GEOWORKS"), and the
Information Systems Group of Sharp Corporation ("SHARP") is amended as follows:
1. SHARP and GEOWORKS agree that there will be no further distribution,
reproduction or sublicensing by SHARP of the Embedded Licensed
Technology under Section 2 (Grant of Licenses) of the Agreement, and
no further manufacture or distribution of the Products, as defined in
Sections 1.6 and 3 and Exhibit X. XXXXX may continue to distribute
any existing inventory of Products on hand as of the Effective Date
of this Agreement, but shall not be required to account or pay
GEOWORKS for such units.
2. SHARP shall have no further obligation to report shipments or
royalties to GEOWORKS under the Agreement, including but not limited
to Section 6.7, (Reports).
3. SHARP shall have no further obligation to pay to GEOWORKS any further
engineering fees, advances against royalties, or actual royalties
under the Agreement, including but not limited to sections 5.3
(Consideration for Software Adaptation), 6.1 (Royalty Payments) and
6.3 (Other Payments), and Exhibit F ("Sharp Minimum Commitment,
Advanced Payment, Royalties and Best Efforts").
4. All fees, royalties and advances paid to GEOWORKS under the Agreement
shall be fully earned by GEOWORKS, and GEOWORKS shall have no
obligation to refund to SHARP any portion of any fee paid to GEOWORKS
under the Agreement.
5. SHARP shall have no further obligations under Sections 7
(Advertising, Trademark Usage/Protection and Publicity), 9.3
(Training) and 10 (Manufacturing Responsibilities) and Exhibit E
(Geoworks Engineering Services for the Bullet Project).
6. GEOWORKS shall have no further obligations to SHARP under sections
5.1 (Delivery of the Software), 8 (Licensed Technology Enhancements),
9 (Customer Support), 13 (Error Correction) and Exhibit E (Geoworks
Engineering Services for the Bullet Project).
AMENDMENT ONE 1 7/2/96
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7. The Effective Date of this Addendum is June 15, 1995
GEOWORKS
By
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Xxxxxx X. Xxxxxxx
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Print Name
Vice President
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Title
26 Sept 1996
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Date
SHARP
By
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Xxxxx Xxxxxx
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Print Name
General Manager
Information Systems Product
Development Laboratories
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Title
September 18, 1996
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Date
AMENDMENT ONE 2 7/2/96
