AMENDED AND RESTATED SOFTWARE LICENSE AGREEMENTSoftware License Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Amended and Restated Software License Agreement (the “Agreement”) is made and entered into by and between PalmSource, Inc. (“PalmSource”), a Delaware corporation with a place of business at 1240 Crossman Avenue, Sunnyvale, California 94089-1116, and Palm Platform Overseas Limited, a company organized and existing under the laws of Cayman Islands, with its registered office at West Wing Building, Harbour Drive, George Town, Grand Cayman, Cayman Islands, British West Indies (referred to individually as “PalmSource Cayman” or collectively with PalmSource, Inc. as “PalmSource”) and Palm, Inc., a Delaware corporation with a place of business at 400 N. McCarthy Boulevard, Milpitas, CA 95035 and Palm Ireland Investment, a company organized and existing under the laws of The Republic of Ireland with a place of business at 25-28 North Wall Quay, International Financial Services Centre, Dublin 1, Ireland (referred to individually as “Palm Ireland” or collectively with Palm, Inc. as “Palm” o
MASTER CONFIDENTIAL DISCLOSURE AGREEMENT between PALM, INC. and PALMSOURCE, INC. Effective as of December 3, 2001Master Confidential Disclosure Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Master Confidential Disclosure Agreement (the “Agreement”) is executed on May 9, 2002 and made effective as of December 3, 2001 (the “Effective Date”), between Palm, Inc., a Delaware corporation (“Palm”), having an office at 5470 Great America Parkway, Santa Clara, California, 95054 and PalmSource, Inc., a Delaware corporation (“PalmSource”), having an office at 5470 Great America Parkway, Santa Clara, California, 95054.
STRATEGIC COLLABORATION AGREEMENTStrategic Collaboration Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Strategic Collaboration Agreement (“Agreement”) is made and entered into between and among PalmSource, Inc., a Delaware corporation with a place of business at 1240 Crossman Avenue, Sunnyvale, California 94089-1116, Palm Platform Overseas Limited, a company organized and existing under the laws of Cayman Islands, with its registered office at West Wing Building, Harbour Drive, George Town, Grand Cayman, Cayman Islands, British West Indies (referred to individually as “PalmSource Cayman” or collectively with PalmSource, Inc. as “PalmSource”), and Palm, Inc. (“Palm” or “Licensee”), a Delaware corporation with a place of business at 400 N. McCarthy Boulevard, Milpitas, CA 95035. This Agreement is executed as of June 3, 2003 (“Execution Date”) and is effective as of the Effective Date (as that term is defined below).
AMENDED AND RESTATED INTERCOMPANY LOAN AGREEMENTIntercompany Loan Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This AMENDED AND RESTATED INTERCOMPANY LOAN AGREEMENT (this “Amended and Restated Loan Agreement”) is entered into and made effective as of June 3, 2003, by and between Palm, Inc., a Delaware corporation (“Lender”), and PalmSource Holding Company, a Delaware corporation (“Borrower”) and a wholly owned subsidiary of PalmSource, Inc. (“PalmSource”).
Palm, Inc.Master Separation Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software
We refer to the Master Separation Agreement, effective as of December 3, 2001 (the “Master Separation Agreement”), between Palm, Inc., a Delaware corporation (“Palm”), and PalmSource, Inc., a Delaware corporation (“PalmSource”), and the exhibits thereto and any other agreements and documents relating to the separation of Palm and PalmSource (the “Separation”).
ASSIGNMENT AND ASSUMPTION AGREEMENT FOR THE AMENDED AND RESTATED INTERCOMPANY LOAN AGREEMENTAssignment and Assumption Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This ASSIGNMENT AND ASSUMPTION AGREEMENT FOR THE AMENDED AND RESTATED INTERCOMPANY LOAN AGREEMENT, is entered into and made effective as of June 3, 2003 (this “Agreement”), by and among PalmSource Holding Company, a Delaware corporation (“Assignor”), PalmSource, Inc., a Delaware corporation (“Assignee”), and Palm, Inc., a Delaware corporation (“Lender”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED SOFTWARE LICENSE AGREEMENTSoftware License Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software
This Amendment No. 1 to Amended and Restated Software License Agreement (the “First Amendment”) is made and entered into this 23rd day of July, 2003 (the “First Amendment Execution Date”) by and between PalmSource, Inc. (“PalmSource”), a Delaware corporation with a place of business at 1240 Crossman Avenue, Sunnyvale, California 94089-1116, PalmSource Overseas Limited, a company organized and existing under the laws of Cayman Islands, with its registered office at West Wing Building, Harbour Drive, George Town, Grand Cayman, Cayman Islands, British West Indies (referred to individually as “PalmSource Cayman” or collectively with PalmSource, Inc. as “PalmSource”), Palm, Inc., a Delaware corporation with a place of business at 400 N. McCarthy Boulevard, Milpitas, CA 95035 and Palm Ireland Investment, a company organized and existing under the laws of The Republic of Ireland with a place of business at 25-28 North Wall Quay, International Financial Services Centre, Dublin 1, Ireland (refe
AMENDMENT NO. 1 TO STRATEGIC COLLABORATION AGREEMENTStrategic Collaboration Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software
This Amendment No. 1 to Strategic Collaboration Agreement (the “First Amendment”) is made and entered into this 23rd day of July, 2003 (the “First Amendment Execution Date”) by and between PalmSource, Inc. (“PalmSource”), a Delaware corporation with a place of business at 1240 Crossman Avenue, Sunnyvale, California 94089-1116, PalmSource Overseas Limited, a company organized and existing under the laws of Cayman Islands, with its registered office at West Wing Building, Harbour Drive, George Town, Grand Cayman, Cayman Islands, British West Indies (referred to individually as “PalmSource Cayman” or collectively with PalmSource, Inc. as “PalmSource”), and Palm, Inc., a Delaware corporation with a place of business at 400 N. McCarthy Boulevard, Milpitas, CA 95035 (“Palm” or “Licensee”).
ELAINE SOFTWARE LICENSE AND SERVICES AGREEMENTElaine Software License and Services Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Elaine Software License and Services Agreement (“Agreement”) is executed June 3, 2003 (the “Execution Date”) and effective as of December 3, 2001 (the “Effective Date”), by and between PalmSource, Inc. (“PalmSource”), a Delaware corporation with a place of business at 1240 Crossman Avenue, Sunnyvale, CA 94089, PalmSource Overseas Limited, a company organized and existing under the laws of Cayman Islands, with its registered office at West Wing Building, Harbour Drive, George Town, Grand Cayman, Cayman Islands, British West Indies (referred to individually as “PalmSource Cayman” or collectively with PalmSource, Inc. as “PalmSource”) and Palm, Inc., a Delaware corporation with a place of business at 400 N. McCarthy Blvd., Milpitas, CA 95035, and its Wholly Owned Subsidiaries (as defined below) (referred to collectively with Palm, Inc. as “Palm” or “Licensee”).
BUSINESS COLLABORATION AGREEMENTBusiness Collaboration Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Business Collaboration Agreement (“Agreement”) is entered into as of October 7, 2002 (“Effective Date”) by and between PalmSource, Inc., a Delaware corporation with a principal place of business at 5470 Great America Parkway, Santa Clara, California 95052-8145, U.S.A. (“PalmSource”) and Sony Corporation, a Japanese corporation with its principal place of business at 6-7-35 Kitashinagawa, Shinagawa-ku, Tokyo 141-0001, Japan (“Sony”).
Confidential PALMSOURCE-ACCESS MASTER LICENSE AND DISTRIBUTION AGREEMENTPalmsource-Access Master License and Distribution Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Master License and Distribution Agreement (“AGREEMENT”) is entered into this 11th day of June, 2002 (the “EFFECTIVE DATE”), by and between ACCESS Systems America, Inc., a Delaware corporation having its principal place of business at 48371 Fremont Blvd., Suite 101, Fremont, CA 94538 (“ASA”) and PalmSource, Inc., a Delaware corporation having its principal place of business at 5470 Great America Parkway, Santa Clara, CA 95052 (“PALMSOURCE”).
DEVELOPMENT AGREEMENTDevelopment Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Development Agreement (“Agreement”) is entered into as of November 26, 2002 (the “Effective Date”) by and between PalmSource, Inc., a Delaware corporation with a principal place of business at 1240 Crossman Avenue, Sunnyvale, CA 94059 (“PalmSource”) and Palm, Inc., a Delaware corporation with its principal place of business at 400 N. McCarthy Boulevard, Milpitas, CA 95035 (“Developer”).
AMENDMENT NO. 1 MASTER TECHNOLOGY OWNERSHIP AND LICENSE AGREEMENTMaster Technology Ownership and License Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software
This Amendment No. 1, dated this 3rd day of June, 2003, modifies that certain Master Technology Ownership and License Agreement (the “Agreement”) executed on May 9, 2002 and made effective as of December 3, 2001, between Palm, Inc., a Delaware corporation (“Palm”), and PalmSource, Inc., a Delaware corporation (“PalmSource”).
MASTER TECHNOLOGY OWNERSHIP AND LICENSE AGREEMENT between PALM, INC. and PALMSOURCE, INC. Effective as of December 3, 2001Master Technology Ownership And • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Master Technology Ownership and License Agreement (the “Agreement”) is executed on May 9, 2002 and made effective as of December 3, 2001 (the “Effective Date”), between Palm, Inc., a Delaware corporation (“Palm”), having an office at 5470 Great America Parkway, Santa Clara, California, 95054, and PalmSource, Inc., a Delaware corporation (“PalmSource”), having an office at 5470 Great America Parkway, Santa Clara, California, 95054.
AMENDED AND RESTATED TAX SHARING AGREEMENTTax Sharing Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Amended and Restated Tax Sharing Agreement (the “Agreement”) by and between Palm, Inc., a Delaware corporation (“Parent”) and its subsidiary PalmSource, Inc., a Delaware corporation (“Subsidiary”) is executed and effective on June 3, 2003 (the “Effective Date”), and amends and restates the Amended Tax Sharing Agreement between Parent and Subsidiary dated August 8, 2002.
MASTER DEVELOPMENT AGREEMENTMaster Development Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Master Development Agreement (“Agreement”) is entered into as of February 24, 2003 and is effective as of October 7, 2002 (“Effective Date”) by and between PalmSource, Inc., a Delaware corporation with a principal place of business at 1240 Crossman Avenue, Sunnyvale, CA 94089 (“PalmSource”) and Sony Corporation, a Japanese corporation with its principal place of business at 6-7-35 Kitashinagawa Shinagawa, Tokyo, Japan (“Sony”).
AMENDMENT NO. 1 TO GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENTGeneral Assignment and Assumption Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This AMENDMENT NO. 1 TO GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Amendment”) between Palm, Inc., a Delaware corporation (“Palm”), and PalmSource, Inc., a Delaware corporation (“PalmSource”), is executed on June 3, 2003 and made effective as of the effective date of the Tax-Free Spin-Off (as defined below) (the “Effective Date”).
Original Equipment Manufacturer License AgreementOriginal Equipment Manufacturer License Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Original Equipment Manufacturer License Agreement (this “Agreement”) is effective February 18, 2002 (the “Effective Date”), by and between Communication Intelligence Corporation, 275 Shoreline Drive, Suite 500, Redwood Shores, California 94065 a Delaware corporation (“CIC”), and PalmSource, Inc., a Delaware corporation, 5470 Great America Parkway, Santa Clara, California 95054, including all of its present and future subsidiaries, defined as more than fifty percent (50%) owned (collectively, “Licensee”).
MASTER PATENT OWNERSHIP AND LICENSE AGREEMENT BETWEEN PALM, INC. AND PALMSOURCE, INC. Effective as of December 3, 2001Master Patent Ownership and License Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Master Patent Ownership and License Agreement (the “Agreement”) is executed on May 9, 2002 and made effective as of December 3, 2001 (the “Effective Date”), between Palm, Inc., a Delaware corporation (“Palm”), having an office at 5470 Great America Parkway, Santa Clara, California, 95054 and PalmSource, Inc., a Delaware corporation (“PalmSource”), having an office at 5470 Great America Parkway, Santa Clara, California, 95054.
AMENDMENT NO. 1 MASTER CONFIDENTIAL DISCLOSURE AGREEMENTMaster Confidential Disclosure Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software
This Amendment No. 1, dated this 3rd day of June, 2003, modifies that certain Master Confidential Disclosure Agreement (the “Agreement”) executed on May 9, 2002 and made effective as of December 3, 2001, between Palm, Inc., a Delaware corporation (“Palm”), and PalmSource, Inc., a Delaware corporation (“PalmSource”).
SDIO LICENSE AGREEMENTSdio License Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This SDIO License Agreement is executed November 26, 2002 (the “Effective Date”), by and between PalmSource, Inc. (“Licensee”), a Delaware corporation with a place of business at 1240 Crossman Avenue, Sunnyvale, CA 94089, and Palm, Inc., a Delaware corporation with a place of business at 400 N. McCarthy Boulevard, Milpitas, CA, 95035, (“Palm”).
KADAK Products Ltd. Software License AgreementPalmsource Inc • August 15th, 2003 • Services-prepackaged software
WIND RIVER SYSTEMS, INC. SOURCE CODE LICENSE AND DISTRIBUTION AGREEMENT (Source Code Only Products)License and Distribution Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Source Code License and Distribution Agreement (“Agreement”) is made and entered into as of 20 – JUL – 2000 (the “Effective Date”) by and between Wind River Systems, Inc., a Delaware corporation (“Wind River”), and Palm, Inc., a Delaware corporation having a principal place of business at the address set forth on Exhibit A attached hereto (“Customer”). The parties agree as follows:
Amended and Restated Indemnification and Insurance Matters Agreement between PALM, INC. and PALMSOURCE, INC. Executed as of June 3, 2003And Insurance Matters Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Amended and Restated Indemnification and Insurance Matters Agreement (this “Agreement”) between Palm, Inc., a Delaware corporation (“Palm”), and PalmSource, Inc., a Delaware corporation (“PalmSource”) is executed on June 3, 2003 and made effective as of the effective date of the Tax-Free Spin-Off (the “Effective Date”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in Article IV below.
AMENDED AND RESTATED MASTER SEPARATION AGREEMENTMaster Separation Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Amended and Restated Master Separation Agreement (this “Agreement”) is executed on July 23, 2003 and made effective as of December 3, 2001 (the “Effective Date” with respect to all provisions of this Agreement other than the Recitals, Section 4.5 and Section 5.5 of this Agreement) with respect to all provisions of this Agreement other than the Recitals, Section 4.5 and Section 5.5 of this Agreement which such Recitals, Section 4.5 and Section 5.5 are made effective as of July 23, 2003 (the “Effective Date” solely with respect to the Recitals, Section 4.5 and Section 5.5 of this Agreement), between Palm, Inc., a Delaware corporation (“Palm”), having an office at 400 N. McCarthy Blvd., Milpitas, California 95035, and PalmSource, Inc., a Delaware corporation (“PalmSource”), having an office at 1240 Crossman Avenue, Sunnyvale, California 94089.
LICENSE AND DISTRIBUTION AGREEMENT FOR COMPUTER SOFTWARE PACKAGELicense and Distribution Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software • California
This Agreement is made and entered into and effective as of June 28, 2002 (the “Effective Date”) between Mentat Inc., a California corporation having a principal place of business at 1145 Gayley Avenue, Suite 315, Los Angeles, CA 90024 (“Mentat”), and PalmSource, Inc. a subsidiary of Palm, Inc., a Delaware corporation having a principal place of business at 5470 Great America Parkway, Santa Clara, CA 95052 (“Licensee”).
PALMSOURCE-ACCESS SOURCE CODE LICENSE AGREEMENTPalmsource-Access Source Code License Agreement • August 15th, 2003 • Palmsource Inc • Services-prepackaged software
This Source Code License Agreement (“AGREEMENT”) is entered into this 11th day of June, 2002 (the “EFFECTIVE DATE”), by and between ACCESS Systems America, Inc., a Delaware corporation having its principal place of business at 48371 Fremont Blvd., Suite 101, Fremont, CA 94538 (“ASA”) and PalmSource, Inc., a Delaware corporation having its principal place of business at 5470 Great America Parkway, Santa Clara, CA 95052 (“PALMSOURCE”).
