1
Exhibit 10.49
ADDENDUM
This Addendum is entered into and rendered effective as of this 23rd day of
July, 1997 (the "Effective Date"), by and between THE 3DO COMPANY, a California
corporation with principal offices at 000 Xxxxxxxxx Xxxxx, Xxxxxxx Xxxx,
Xxxxxxxxxx, 00000, X.X.X. ("3DO") and MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD.,
a Japanese corporation with principal offices at 1006, Xxxxxx, Xxxxx, 000, Xxxxx
("XXX"), for the purposes of modifying and amending that certain Technology
Licensing Agreement which the parties entered into on December 7, 1995 (the "M2
License"), as amended by a prior Addendum, dated April 24, 1996 (the "First
Addendum"), and by a subsequent Memorandum which the parties entered into on or
about March 2, 1997 (the "Memorandum").
In consideration of the mutual representations, warranties and covenants
contained herein, and other good and valuable consideration, the sufficiency of
which is hereby acknowledged, 3DO and MEI hereby agree as follows:
1. DEFINITIONS
1.1 "M2 Agreement", as used herein, shall mean, collectively, the M2
License, as amended by the First Addendum and the Memorandum.
1.2 Unless otherwise defined herein, capitalized words and phrases used
in this Addendum shall have the definitions and meanings set forth in the M2
Agreement.
2. ROYALTIES WITH RESPECT TO M2 SOFTWARE PRODUCTS
No royalties shall accrue, and neither MEI nor any software sublicensee
of MEI, shall be obliged to pay any royalties to 3DO with respect to any M2
Software Products that are manufactured on or after January 1, 1998, for
publishing in any media and/or via any form of distribution, and, accordingly,
Sections 8.2, 8.3, 8.4, 8.5 and 8.6(a) of the M2 License are hereby deleted in
their entirety from said agreement. Moreover, the enforceability of Sections
8.6(b), 8.7 and 8.8 of the M2 License, insofar as such Sections relate to any
obligations of MEI (including, but not limited to, the payment of royalties from
MEI to 3DO), is hereby irrevocably waived and rendered of no further force or
effect, while each of said Sections shall continue in full force and effect with
respect to any obligations of 3DO (including, but not limited to, the payment of
royalties by 3DO to MEI (e.g., as referenced in Section 16.6 of the M2
License)).
3. M2 AUTHORING SYSTEMS
3.1 Any and all rights and licenses granted to 3DO under Section 11.1
of the M2 License are hereby terminated in their entirety; provided, however,
notwithstanding the foregoing, MEI acknowledges and agrees that 3DO is entitled,
without any obligation to pay any royalties or other compensation to MEI or any
third party (as a consequence of any license or other rights with respect to M2
Authoring Systems granted by MEI to any such third party), to maintain
possession of the M2 Authoring Systems (both Nubus and PC-based) that are in
3DO's possession or under its control, and to use such M2 Authoring Systems (i)
in connection with the development of the Licensed Technology and the
development of any Improvements and Adaptations thereof that 3DO, at its
discretion, may elect to create, (ii) in connection with 3DO's fulfillment of
any of its obligations under the M2 Agreement and/or this Addendum, (iii) to
publicly display or otherwise
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demonstrate the 3DO M2 Titles (as defined in Section 6.1, below), (iv) in
connection with the development of any software products that are compatible
with any non-M2 API that are derivative works based on or otherwise derived from
the 3DO M2 Titles (as referenced in Section 6.1, below), and (v) in connection
with the development of any Non-M2 Authoring Systems. Notwithstanding the
foregoing, 3DO acknowledges and agrees that (a) its entitlement to use any such
M2 Authoring Systems in connection with the purposes referenced in clauses (i),
(ii), and (iii) of this Section 3.1 shall expire on June 30, 1998 or such later
date as shall be expressly agreed upon by the parties in writing; and (b) its
entitlement to use any such M2 Authoring Systems (as distinguished from any
derivatives thereof) in connection with the purpose referenced in clause (iv) or
this Section 3.1 shall expire on June 30, 1998.
3.2 The words, "any M2 Authoring Systems or", appearing in the fourth
line of Section 11.3 of the M2 License, are hereby deleted from said Section.
3.3 The words, "M2 Authoring Systems (including development and
authoring software, tools and utilities) or", appearing in the first, second and
third lines of Section 11.4 of the M2 License, are hereby deleted from said
Section.
4. M2 PERIPHERAL PRODUCTS
Any and all rights and licenses granted to 3DO under Section 12 of the
M2 License are hereby terminated in their entirety.
5. M2 ARCADE DEVICES
5.1 The second sentence of Section 13.2 of the M2 License is hereby
deleted from said Section.
5.2 The sentence comprising Section 13.6 of the M2 License is hereby
deleted in its entirety and replaced with the following sentence: "For purposes
of clarification, the parties acknowledge and agree that the non-exclusive
license granted by MEI to 3DO in this Section 13 includes no license with
respect to M2 Software Products intended for use with M2 Arcade Devices, which
software products are developed using the M2 API."
6. M2 SOFTWARE PUBLISHING
6.1 Any and all rights and licenses granted to 3DO under Section 14.1
of the M2 License are hereby terminated in their entirety; provided, however,
notwithstanding the foregoing, MEI acknowledges and agrees that 3DO is entitled,
without any obligation to pay any royalties or other compensation to MEI or any
third party (as a consequence of any license or other rights with respect to M2
Software Products granted by MEI to any such third party), to:
(a) Retain reference copies of the source code and object
code forms of the M2 Software Products that 3DO has had in development prior to
the Effective Date of this Addendum, which consist of the software products
that are familiarly known to the parties as "World Championship Racing" and "M2
Baseball" (collectively, the "3DO M2 Titles");
(b) Develop, manufacture, market, distribute and otherwise
exploit, directly or indirectly, derivative works based on or otherwise derived
from the 3DO M2 Titles or any portions thereof, (including, without limitation,
conversions, ports and adaptations of such entertainment software programs), in
such versions, releases, formats and media as are compatible with any
interactive hardware platform(s) that are not M2 Hardware Product(s), and, in
connection with the development of any such xxxxxxxxxx xxxxx, 0XX may, at its
discretion, (i) refer to and otherwise
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use and exploit the source code and object code forms of the 3DO M2 Titles, and
(ii) load, install, assemble, link, compile, execute, run, and otherwise use the
3DO M2 Titles (or any portions thereof) on any of the M2 Authoring Systems
pursuant to Section 3.1 hereof;
(c) Display and perform the 3DO M2 Titles, whether publicly or
privately, in connection with any demonstration by 3DO of its software
development competence, provided that 3DO does not breach its obligation under
the M2 Agreement to maintain the confidentiality of the M2 Hardware Product
and/or associated M2 Peripheral Products (e.g., controllers) that is/are being
used for any such display of the 3DO M2 Titles, and provided further that 3DO
does not reference the "M2" format name or any M2 Platform Trademark in
association with the 3DO M2 Titles; and
(d) Sell, license or otherwise transfer the 3DO M2 Titles "AS
IS" (i.e., in their current state of development) to a third party or parties
which has/have entered into an agreement with or otherwise been authorized by
MEI to develop, manufacture and distribute M2 Arcade Devices, on such terms and
conditions as 3DO shall be able to negotiate with any such third party or
parties.
6.2 Sections 14.2, 14.3, 14.4, 14.5, 14.6, 14.7, and 14.8 of the M2
License are hereby deleted in their entirety from the M2 License.
7. COMPUTING DEVICES
7.1 The second sentence of Section 17.1(b) of the M2 License is hereby
deleted from said Section.
7.2 The second sentence of Section 17.2 of the M2 License is hereby
deleted from said Section.
8. TRADEMARK MATTERS
8.1 Any and all rights and licenses granted to 3DO under Section 19.1
of the M2 License are hereby terminated in their entirety.
8.2 Sections 1.14, 2.2, 19.2, 19.3(b), 19.3(c), 19.3(d), 19.5, 26.2,
26.3, 26.4, and 26.5 of the M2 License are hereby deleted in their entirety from
the M2 License.
8.3 The words "or use of any of the Trademarks or the M2 Platform
Trademark," appearing in the second and third lines of Section 24 of the M2
License are hereby deleted from said Section.
9. THE M2 STANDARD
9.1 The antecedent semicolon (";") and the words, "and (iii) if capable
of", appearing in the tenth line of Section 1.7 of the M2 License, together with
the remainder of the words comprising clause (iii) of such Section 1.7, are
hereby deleted from said Section.
9.2 Section 5.6 of the M2 License is hereby deleted in its entirety
from the M2 License.
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10. M2 CHIPSET PROGRAM
10.1 Any and all rights granted to 3DO under Sections 10.1 and 10.2 of
the M2 License are hereby terminated in their entirety; provided, however,
notwithstanding the foregoing, MEI acknowledges and agrees that 3DO shall have a
personal and non-transferable right to:
(a) Receive from MEI, at no expense to 3DO and upon 3DO's
request, up to fifty (50) engineering samples from the first wafer lot of each
version of the semiconductor devices familiarly known to the parties as [***],
[***] and [***] (as referenced in Section 10.1 of the M2 License) for use solely
in connection with 3DO's fulfillment of its obligations under the M2 Agreement
and/or this Addendum;
(b) Purchase any and all of the Chipsets (including, without
limitation, [***] and [***]) from MEI at reasonable prices and terms of payment
to be negotiated and agreed upon by 3DO and MEI in good faith, subject to
availability; and
(c) In the event that any particular quantity of any of the
Chipsets should be unavailable for purchase from MEI at any time, 3DO may elect
to purchase such desired quantity of any such Chipset(s) directly from the
foundry or foundries that are then-serving as the sources of production of the
affected Chipset(s), at such prices as 3DO is able to negotiate with the
third-party foundry or foundries, provided that 3DO shall pay directly to MEI a
reasonable chipset royalty as imposed by MEI. For this purpose, the royalty
reporting and payment provisions of Section 8.6(b), 8.7, 8.8, 8.9, and 8.10 of
the M2 License shall apply mutatis mutandis with respect to 3DO's obligation to
pay chipset royalties to MEI.
10.2 The second sentence of Section 10.3 of the M2 License is hereby
deleted from said Section.
11. FUTURE LICENSE TO 3DO
3DO acknowledges and agrees that in the event it should desire to
develop (or have developed) and distribute any M2 Authoring Systems, M2
Peripheral Products, M2 Software Products, and/or any software products or
peripheral products compatible with any other M2 Hardware Products, at any time
and/or in any part of the world, it shall be incumbent upon 3DO to first
negotiate and execute a separate written agreement with MEI regarding the
license and related rights required for 3DO to undertake such activities. MEI
and 3DO both acknowledge and agree that, notwithstanding the parties' good faith
negotiations and efforts to agree upon reasonable terms and conditions regarding
any such license desired by 3DO, nothing herein shall be construed to require
MEI to enter into any such agreement.
12. CONFIDENTIALITY
The words, "twenty-five (25) years", appearing in the first and second
lines of Section 25.3 of the M2 License are hereby deleted and replaced with the
words, "ten (10) years."
13. M2 ACCELERATOR
Section 15 of the M2 License is hereby deleted in its entirety from the
M2 License.
14. NOTICE OF MODIFICATIONS, OTHER RIGHTS
Sections 18.1, 18.2 and 18.3 of the M2 License are hereby deleted in
their entirety from the M2 License.
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15. LIMITED WARRANTIES OF 3DO
A comma (",") and then the words, "to the extent such products are
authorized to be", are hereby inserted at the end of the second line of Section
21.1(c) of the M2 License, immediately after the word, "Products." In addition,
another comma (",") is hereby inserted in the third line of Section 21.1(c) of
the M2 License, immediately after the word, "hereunder."
16. VARIOUS INTELLECTUAL PROPERTY MATTERS
Section 26.1 of the M2 License is hereby deleted in its entirety from
the M2 License.
17. SEMI-ANNUAL MEETINGS
Section 29.5 of the M2 License is hereby deleted in its entirety from
the M2 License.
18. PC M2 DEVELOPMENT SYSTEM
18.1 Within five (5) days following the Effective Date of this
Agreement, 3DO shall provide MEI with prototype hardware and software components
for a PC-based M2 development system, to the extent such items exist as of the
Effective Date hereof (collectively, the "PC M2 Dev System"), which tangible
items were previously developed by or for 3DO and are set forth in Exhibit A,
attached hereto (and which may include other items if mutually agreed upon by
the parties in writing).
18.2 MEI acknowledges and agrees that all deliverable items comprising
the prototype PC M2 Dev System are provided by 3DO on an "AS IS" basis, without
any representation or warranty of any kind or character, and that 3DO shall have
no obligation or liability to MEI or any third party regarding MEI's use or
operation, or inability to use or operate, the PC M2 Dev System or any portion
or derivative thereof.
18.3 The PC M2 Dev System shall be delivered F.O.B., 3DO's shipping
facilities in Redwood City, CA. 3DO shall deliver the PC M2 Dev System to the
third-party carrier designated by MEI, or, in the absence of such instructions,
to a qualified carrier selected by 3DO which shall be deemed to act as MEI's
agent notwithstanding any payment by 3DO (at 3DO's sole discretion) of any
freight charges made for MEI's account; provided, however, MEI, at its option,
may elect to have its designated representative accept delivery of the PC M2 Dev
System in person at 3DO's offices in Redwood City, California. Title to the
physical items comprising the PC M2 Dev System shall pass to MEI at the
designated F.O.B. point (subject to 3DO's rights and interests therein as
referenced in Section 3, above and Section 18.5, below). 3DO shall have no
liability for any events occurring during shipment. Any claim for damages or
loss must be filed with the designated or selected carrier.
18.4 Consistent with the termination of 3DO's license and related
rights under Section 11.1 of the M2 License (as referenced in Section 3.1,
above), and in furtherance of MEI's exclusive rights to manage the software
development and publishing programs regarding M2 Software Products and the
hardware development and manufacturing programs regarding M2 Hardware Products
(as set forth in Section 9 of the M2 License), 3DO hereby grants MEI, under
3DO's intellectual property rights relating to the 3DO Dev System Technology,
(i) a non-exclusive, fully-paid up, royalty-free, worldwide, perpetual license
to modify, prepare derivative works, and otherwise use and exploit the 3DO Dev
System Technology, and (ii) an exclusive, fully-paid, royalty-free, worldwide,
perpetual license to make (or have made), lease, license, sell, and otherwise
distribute, directly or indirectly, units of the PC M2 Dev System and/or any
derivative
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thereof developed by or for MEI. The term, "3DO Dev System Technology", as used
herein means all technical data, methods, processes, formulae, inventions,
discoveries, software source and object code in all stages of development, and
other technical information regarding the PC M2 Dev System that 3DO has
developed as of the date hereof (including any work-in-process), whether or not
patentable, that is necessary for the development, manufacture, distribution or
use of the PC M2 Dev System, and that is owned by 3DO, or to which 3DO has the
right to grant licenses of the scope granted herein. MEI acknowledges and agrees
that it will need to enter into additional licenses with third parties (as
listed in Exhibit B, attached hereto, which 3DO agrees is a complete list of all
third-party technology incorporated in the PC M2 Dev System for which separate
licenses are required) prior to any commercialization of the PC M2 Dev System.
18.5 Notwithstanding the provisions of Section 18.4, above, MEI
acknowledges and agrees that 3DO is entitled to prepare derivative works and
otherwise use, directly or indirectly, the PC M2 Dev System in connection with
the exercise of the various licenses and rights both granted to and reserved by
3DO under the M2 Agreement, as amended hereby.
18.6 3DO agrees to indemnify and hold MEI harmless from and against any
claim that the PC M2 Dev System (but specifically excluding any claims relating
to the third-party technologies referenced in Exhibit B, attached hereto)
infringes upon the U.S. copyrights and/or trade secrets of any third party
located within the U.S. As a condition to indemnification, MEI shall promptly
inform 3DO in writing of the assertion of any such claim, and the parties shall
cooperate with and assist one another with respect to the defense and/or
settlement of such matter (in a manner consistent with their respective
confidentiality obligations and preservation of attorney/client, work product
and other privileges). MEI shall have the right to participate in the defense of
any such claim with counsel of MEI's own choosing, at MEI's expense, provided
that 3DO shall have the right at all times to control the defense of any claim
for which it has an indemnity obligation hereunder. MEI hereby confirms that it
shall not agree to the settlement of any such claim prior to judgment thereon by
any court of competent jurisdiction unless 3DO's written consent is first
obtained, which consent shall not be unreasonably withheld.
19. ADDITIONAL WARRANTIES
3DO represents and warrants solely for the benefit of MEI that (i) to
the best of 3DO's knowledge and belief, it has not heretofore granted to any
third party any right or license with respect to the Licensed Technology that is
inconsistent with the M2 Agreement and this Addendum, and (ii) it will not
hereafter grant to any third party any right or license with respect to the
Licensed Technology that is inconsistent with the M2 Agreement and this
Addendum.
20. 3DO SHARES OWNED BY MEI
20.1 MEI hereby represents and warrants that it has in its possession
stock certificates evidencing all of the shares of common stock of 3DO currently
beneficially owned and/or held of record by MEI which shares in the aggregate
total three million two hundred fourteen thousand two hundred and eighty-five
(3,214,285) shares of common stock of 3DO (collectively, the "3DO Shares").
20.2. MEI hereby irrevocably and unconditionally assigns, transfers,
and conveys to 3DO all rights, title and interests in and to the 3DO Shares.
20.3 Within five (5) working days following the Effective Date of this
Addendum, MEI shall make commercially reasonable arrangements for the prompt
delivery to 3DO, via air mail or recognized international overnight courier
service or delivery in person (and, in any event, such delivery to 3DO shall
occur no later than July 31, 1997), at its principal offices in Redwood City,
California, of any and all stock certificates evidencing the 3DO Shares,
together with an
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appropriate stock transfer power, duly completed and validly executed by a
duly-authorized representative of MEI. Notwithstanding the foregoing, 3DO, at
its option, may elect to have its designated representative accept delivery of
the stock certificates evidencing the 3DO Shares in person at MEI's offices in
Osaka, Japan.
20.4 MEI represents and warrants that (i) to the best of MEI's
knowledge and belief, it has not previously sold, assigned, leased, licensed, or
in any other way disposed of or encumbered any of the 3DO Shares, nor made or
entered into any agreement or other arrangement with any third party that is
inconsistent with any of the provisions of this Section 20 of this Addendum or
that derogates from or otherwise adversely affects 3DO's exclusive ownership of
all rights, title and interests in and to the 3DO Shares free from all claims of
any third parties; and (ii) it shall execute and deliver such additional
documents, as may be reasonably requested of it from time to time to fully vest
in 3DO all rights, title and interests in and to the 3DO Shares, as well as to
evidence or otherwise perfect 3DO's rights, title and interests in and to any
and all of the 3DO Shares.
20.5 3DO acknowledges and agrees that, except as set forth in Section
20.4, above, the 3DO Shares are hereby transferred on an "AS IS" basis and MEI
expressly disclaims all other representations, warranties and liabilities
relating to the 3DO Shares.
21. Except as expressly modified and/or amended in accordance with the
provisions of this Addendum, all other terms and conditions set forth in the M2
Agreement shall remain if full force and effect and continue to bind the
parties, and their respective successors and assigns.
In witness whereof, the duly-authorized representatives of the parties have
executed this Addendum as of the date first set forth above.
THE 3DO COMPANY MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD.
By___________________________ By__________________________
Name_________________________ Name________________________
Title________________________ Title_______________________
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Exhibit A
PC-BASED AUTHORING SYSTEM
DELIVERABLES
Notes:
1. Functionality Supported, ("Func. Supt."), means that the listed item is
intended to be included in the PC-Based Authoring System, and that the
item's function is intended to be supported.
2. Starred Items ("*") are [***] code and therefore subject to the [***]
general public license agreement.
1.0 SOFTWARE
A. Programming Tools
Type Current Sample Level Func. Supt. Object Source
------------------------------------------------------------------------------------------------
Compiler [***] Yes No No
Assembler [***].exe* Yes Yes Yes
Assembler [***].exe Yes No No
Linker link.3do.exe Yes Yes Yes
Librarian [***].exe Yes No No
Make File Gen. Create.exe Yes Yes Yes
Dump Tool dump3do.exe Yes Yes Yes
Debugger GUI terminal.exe Yes Yes Yes
Debugger [***]*(PPC-3DO-M2) Yes Yes Yes
B. Example Code
Type Current Sample Level Func. Supt. Object Source
------------------------------------------------------------------------------------------------
Example Code Folder:Assembly No Yes Yes
Example Code Folder:Audio No Yes Yes
Example Code Folder:Driver No Yes Yes
Example Code Folder:EventBroker No Yes Yes
Example Code Folder:FileSystem No Yes Yes
Example Code Folder:Graphics No Yes Yes
Example Code Folder:Kernel No Yes Yes
Example Code Folder:Mercury No Yes Yes
Example Code Folder:Miscellaneous No Yes Yes
Example Code Folder:[***] No Yes Yes
Example Code Folder:Streaming No Yes Yes
C. M2 Operating System
Type Current Sample Level Func. Supt. Object Source
------------------------------------------------------------------------------------------------
Folios Folder:System.m2 Yes Yes Yes
D. M2 Programming Interface
Type Current Sample Level Func. Supt. Object Source
------------------------------------------------------------------------------------------------
Includes Folder:includes Yes Yes Yes
Libraries Folder:libs Yes Yes Yes
Libraries Folder:System.m2/modules Yes Yes Yes
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E. Communication Interface
Type Current Sample Level Func. Supt. Object Source
------------------------------------------------------------------------------------------------
PC-M2 Interface wp.exe Yes Yes Yes
F. Graphics Tools
Type Current Sample Level Func. Supt. Object Source
------------------------------------------------------------------------------------------------
Texture Page Tool utfcat.exe Yes Yes Yes
Texture Page Tool utfinfo.exe Yes Yes Yes
Texture Page Tool utfpage.exe Yes Yes Yes
Texture Page Tool utfpipcat.exe Yes Yes Yes
Texture Page Tool utfpipsub.exe Yes Yes Yes
Texture Page Tool utfquantmany.exe Yes Yes Yes
Texture Page Tool utfsplit.exe Yes Yes Yes
Texture Page Tool utfunpage.exe Yes Yes Yes
Texture Page Tool psdtoutf.exe Yes Yes Yes
Texture Page Tool quantizer.exe Yes Yes Yes
Texture Page Tool quanttopip.exe Yes Yes Yes
Texture Page Tool sgitoutf.exe Yes Yes Yes
Texture Page Tool tifftoutf.exe Yes Yes Yes
Texture Page Tool utfaclean.exe Yes Yes Yes
Texture Page Tool utfaddlod.exe Yes Yes Yes
Texture Page Tool utfapip.exe Yes Yes Yes
Texture Page Tool utfatmod.exe Yes Yes Yes
Texture Page Tool utfcompress.exe Yes Yes Yes
Texture Page Tool utffit.exe Yes Yes Yes
Texture Page Tool utfflip.exe Yes Yes Yes
Texture Page Tool utfinfo.exe Yes Yes Yes
Texture Page Tool utflitdown.exe Yes Yes Yes
Texture Page Tool utfmakelod.exe Yes Yes Yes
Texture Page Tool utfmakepip.exe Yes Yes Yes
Texture Page Tool utfmakesame.exe Yes Yes Yes
Texture Page Tool utfmerge.exe Yes Yes Yes
Texture Page Tool utfmipcat.exe Yes Yes Yes
Texture Page Tool utfmodpip.exe Yes Yes Yes
Texture Page Tool utfpopfine.exe Yes Yes Yes
Texture Page Tool utffresize.exe Yes Yes Yes
Texture Page Tool utfstrip.exe Yes Yes Yes
Texture Page Tool utfuncompress.exe Yes Yes Yes
Texture Page Tool utfunmip.exe Yes Yes Yes
G. Geometry Compiler
Type Current Sample Level Func. Supt. Object Source
------------------------------------------------------------------------------------------------
Geometry Compiler [***].exe Yes Yes Yes
H. 3D Converters
Type Current Sample Level Func. Supt. Object Source
------------------------------------------------------------------------------------------------
[***] [***].exe Yes Yes Yes
[***] [***].exe Yes Yes No
[***] [***].exe Yes Yes Yes
[***] [***].exe Yes Yes Yes
I. Font Builder
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Type Current Sample Level Func. Supt. Object Source
------------------------------------------------------------------------------------------------
Fontbuilder (english-only) No Yes Yes
J. Audio Tools
Type Current Sample Level Func. Supt. Object Source
------------------------------------------------------------------------------------------------
Sound Data Comp. Squashsnd.exe Yes Yes Yes
Midi Data Dump dumpMF.exe Yes Yes Yes
K. Streaming Tools
Type Current Sample Level Func. Supt. Object Source
------------------------------------------------------------------------------------------------
Chunked file maker Audchnk.exe Yes Yes No
Chunked file maker [***]Audio.exe Yes Yes Yes
Chunked file maker [***]Vchk.exe Yes Yes Yes
Chunked file maker Datachnk.exe Yes Yes Yes
Xxxxxx Xxxxxx.exe Yes Yes Yes
Stream Data Dump dmpstrm.exe Yes Yes Yes
L. CD Mastering Tools
Type Current Sample Level Func. Supt. Object Source
------------------------------------------------------------------------------------------------
CD Image Layout laytool.exe Yes Yes Yes
M. Viewer
Type Current Sample Level Func. Supt. Object Source
------------------------------------------------------------------------------------------------
[***]File Viewer [***].exe as-is Yes No
N. [***]
Type Current Sample Level Func. Supt. Object Source
------------------------------------------------------------------------------------------------
[***] burn (update from ROM only) Yes Yes Yes
2.0 HARDWARE
A. Physical Hardware
Type Current Sample Level Status _
-------------------------------------------------------------------------------------------------------
PC-Dev Adaptor. Beta Version Delivered to MEI previously
B. Documentation
Type Current Sample Level Func. Supt. Source _
------------------------------------------------------------------------------------------------
PC-Dev Adaptor. Schematic Diagram Yes photocopy and file
Verilog for Xilinx Chip Yes electronic file
3.0 ROM CODE
Type Func. Supt. Object Source
------------------------------------------------------------------------------------------------
[***] ROM Code For adaptors Yes Yes Yes
4.0 DOCUMENTATION
Type Func. Supt. Source
------------------------------------------------------------------------------------------------
Manual for GUI based debugger Yes Yes
Exhibit B
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THIRD PARTY TECHNOLOGY INCORPORATED
IN THE PC-BASED AUTHORING SYSTEM
Type Name/Version Vendor
------------------------------------------------------------------
Compiler [***] Version [***] [***]
Assembler [***].exe* [***]
Assembler [***].exe [***]
Librarian [***].exe [***]
Debugger [***].exe (PPC-3DO-M2) [***]
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