AMENDED AND RESTATED SOFTWARE LICENSE AGREEMENTSoftware License Agreement • August 18th, 2003 • Palm Inc • Computer terminals • 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
STRATEGIC COLLABORATION AGREEMENTStrategic Collaboration Agreement • August 18th, 2003 • Palm Inc • Computer terminals • 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 18th, 2003 • Palm Inc • Computer terminals • 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.Cash Contributions Agreement • August 18th, 2003 • Palm Inc • Computer terminals
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 18th, 2003 • Palm Inc • Computer terminals • 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 18th, 2003 • Palm Inc • Computer terminals
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 18th, 2003 • Palm Inc • Computer terminals
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 AGREEMENTSoftware License and Services Agreement • August 18th, 2003 • Palm Inc • Computer terminals • 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”).
DEVELOPMENT AGREEMENTDevelopment Agreement • August 18th, 2003 • Palm Inc • Computer terminals • 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 18th, 2003 • Palm Inc • Computer terminals
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 License Agreement • August 18th, 2003 • Palm Inc • Computer terminals • 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 18th, 2003 • Palm Inc • Computer terminals • 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.
AMENDMENT NO. 1 TO GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENTGeneral Assignment and Assumption Agreement • August 18th, 2003 • Palm Inc • Computer terminals • 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”).
MASTER PATENT OWNERSHIP AND LICENSE AGREEMENT BETWEEN PALM, INC. AND PALMSOURCE, INC. Effective as of December 3, 2001Master Patent Ownership and License Agreement • August 18th, 2003 • Palm Inc • Computer terminals • 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 18th, 2003 • Palm Inc • Computer terminals
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 18th, 2003 • Palm Inc • Computer terminals • 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”).
MASTER CONFIDENTIAL DISCLOSURE AGREEMENT between PALM, INC. and PALMSOURCE, INC. Effective as of December 3, 2001Confidentiality Agreement • August 18th, 2003 • Palm Inc • Computer terminals • 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.
GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT between PALM, INC. and PALMSOURCE, INC. Effective as of December 3, 2001General Assignment and Assumption Agreement • August 18th, 2003 • Palm Inc • Computer terminals • California
This General Assignment and Assumption Agreement (this “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”), and PalmSource, Inc., a Delaware corporation (“PalmSource”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in Article 1 hereof.
AMENDED AND RESTATED MASTER SEPARATION AGREEMENT between PALM, INC. and PALMSOURCE, INC.Master Separation Agreement • August 18th, 2003 • Palm Inc • Computer terminals • 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.
