1
EXHIBIT 10.39
CONFIDENTIAL TREATMENT REQUESTED
---------------------------------------
** This portion has been omitted and
filed separately pursuant to a request
of confidential treatment.
---------------------------------------
ADDENDUM
TO GEOWORKS - TOSHIBA
CORPORATE TECHNOLOGY AGREEMENT
This Addendum (the "Addendum") to the March 17, 1993 Corporate
Technology Agreement between Geoworks and Toshiba is effective as of December
16, 1996.
RECITALS
A. Toshiba and Geoworks entered into a Corporate Technology License
Agreement effective as of March 17, 1993 (the "Original Agreement"), as amended
by Amendment Number One effective as of June 30, 1994 ("Amendment No. 1"),
Amendment Number Two effective as of June 20, 1995 ( "Amendment No. 2"),
Amendment Number Three effective as of September 29, 1995 ("Amendment No. 3"),
the ** Project memorandum entered into in October 1995 (the "Project Outline),
and the ** made by Geoworks in connection with Toshiba's equity investment in
Geoworks (the **). Hereinafter the Original Agreement, Amendment Xx. 0,
Xxxxxxxxx Xx. 0, Xxxxxxxxx Xx. 0, Project Outline and ** are collectively
referred to as the "Agreement."
B. Notwithstanding the Project Outline, the Parties agreed that
Toshiba ** . Instead, the Parties wish to ** technology on which Geoworks has **
.
C. The Parties wish to amend the Agreement to add a license from
Geoworks to Toshiba of an ** for the ** operating system.
AGREEMENT
1. ADDITION TO LICENSED TECHNOLOGY
The list of technologies licensed by Geoworks to Toshiba for the ** is
hereby amended to add an ** for the ** operating system.
2. LICENSE FEE
In consideration for the addition of the ** technology, Toshiba shall
pay to Geoworks the sum of ** U.S. upon signing this Addendum. Said sum
shall
Page 1 of 2 ADDENDUM
2
CONFIDENTIAL TREATMENT REQUESTED
---------------------------------------
** This portion has been omitted and
filed separately pursuant to a request
of confidential treatment.
---------------------------------------
constitute a ** for the right to use the ** technology in accordance
with the terms and conditions of the Agreement.
** of the ** technology are not **. A ** will be negotiated between the
parties should Toshiba desire that **.
Maintenance and support of the ** technology will be provided by
Geoworks under the same terms and conditions of the Agreement.
3. CONTRACT AMENDMENT
Both Parties agree to use their best efforts to formally amend the
Agreement to incorporate the terms and conditions of this Addendum.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the
Amendment Effective Date.
TOSHIBA GEOWORKS
Signature: /s/ X. Xxxxxxxxx Signature: /s/ Xxxxxx X. Xxxxxxx
Print Name: X. Xxxxxxxxx Printed Name: Xxxxxx X. Xxxxxxx
Title: General Manager Title: Vice President
Legal Affairs Division
Date: Dec 27, 1996 Date: 12 Dec 1996
Page 2 of 2 ADDENDUM
