FRAMEWORK FOR TECHNOLOGY COLLABORATION AGREEMENT

Exhibit 10.10

FRAMEWORK FOR TECHNOLOGY COLLABORATION AGREEMENT

This Framework for Technology Collaboration Agreement (the “ Agreement ” or “ Framework Agreement ”) is made and entered into on the Closing Date, as defined in Exhibit D, by and between AMAZON.COM, INC., a Delaware corporation (“ Amazon ”) and FRANKLIN ELECTRONIC PUBLISHERS, INC., a Pennsylvania corporation (“ Franklin ”).

INTRODUCTION

Amazon is acquiring all of the shares of MobiPocket.com, S.A. (“ MobiPocket ”) as of the Closing Date.

Franklin and MobiPocket are parties to several agreements related to MobiPocket technologies and other items which will remain in effect in accordance with their terms after the Closing Date (as defined in Exhibit D).

Franklin is a major shareholder in MobiPocket, and Franklin and Amazon desire to establish the terms of the ongoing software development and distribution relationship between Franklin and MobiPocket that will be in effect as of the Closing Date by entering into this Agreement and the further agreements in the forms set forth as Exhibits hereto.

Amazon and Franklin also desire to set forth the terms of a release and license from Franklin to Amazon and its Affiliates under certain intellectual property of Franklin and its Affiliates (as defined in Exhibit D).

In consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

AGREEMENT

Section 1. Defined Terms. Unless otherwise specified in this Agreement, each term that appears with initial letters capitalized has the meaning set forth in Exhibit D (Definitions), or in the applicable Going-Forward Technology Agreement(s).

Section 2. Technology Development and Licenses

2.1 Japan Reader Development and License Terms . Franklin and MobiPocket shall enter into, effective as of the Closing Date, the First Amendment to the Japan Reader Development and License Agreement in the form set forth in Exhibit A.

2.2 Amendment to Development and License Agreement. Franklin and MobiPocket shall enter into, effective as of the Closing Date, the Third Amendment to the Development and License Agreement in the form set forth in Exhibit B.

2.3.1 Franklin and MobiPocket shall enter into a Source Code Escrow Agreement in the form set forth in Exhibit C, effective as of the Closing Date, and shall terminate their existing Source Code Agreement in its entirety as of the effective date of the Source Code Escrow Agreement contemplated by this Agreement. Notwithstanding anything to the contrary in the Going-Forward Technology Agreements, Franklin and Amazon agree that MobiPocket shall deposit, within thirty (30) days of the Closing Date, source code for current versions of the MobiPocket Reader (including the UA Reader and the MPRJ delivered under the Japan Reader Development and License Agreement ) licensed to Franklin, and related deposit materials, in the escrow account established by such Source Code Escrow Agreement. Section 2.4.5 of this Agreement shall take effect only upon Mobi-Pocket’s deposit of all source code required to be deposited in accordance with the previous sentence; provided, however, that Amazon, on behalf of MobiPocket and any Affiliate of Amazon, agrees that Franklin shall at all times during the term of Source Code Escrow Agreement and any successor thereto be entitled to bring actions or proceedings against MobiPocket, Amazon, or any Affiliate of Amazon seeking specific performance to remedy any breach of Section 1.6 of the Source Code Escrow Agreement or any successor thereto Franklin and Amazon further agree that the terms of the Source Code Escrow Agreement, together with this Section 2.3 and the source code escrow-related terms of the Going-Forward Technology Agreements (as amended by this Agreement), amend and supersede in their entirety all obligations of MobiPocket or Amazon to Franklin with respect to source code escrow or access rights.

2.3.2 If Iron Mountain Intellectual Property Management, Inc. (“IMIPM”), the third party source code agent selected by mutual agreement of the parties to perform such function for purposes of the Source Code Escrow Agreement set forth in Exhibit C, elects (a) to terminate the Source Code Escrow Agreement, or (b) not to renew the Source Code Escrow Agreement on terms mutually agreeable to the parties, Franklin and Amazon will work together to identify a substitute third party escrow agent and to complete all necessary forms of agreement, on substantially equivalent terms (to the extent this is possible based on using commercially reasonable efforts to work with the substitute third party escrow agent to obtain such terms) as set forth in the Source Code Escrow Agreement except to the extent (if any) that the parties mutually agree to modify such terms, as promptly as possible (and, if possible, before the actual date of expiration or termination of the then-existing Source Code Escrow Agreement). Should Amazon fail to comply in any respect with its duties and obligations under this Section 2.3.2, Amazon hereby agrees that Franklin may, notwithstanding the provisions of Section 2.4.5 herein, exercise any appropriate remedy in connection with such failure. Any such substitute source code escrow agreement that the parties may enter into shall be deemed to be the “Source Code Escrow Agreement” for purposes of this Agreement upon its entry into effect. The terms of this Section 2.3.2 shall not apply, and the parties shall have no obligation to seek to enter into a substitute source code escrow agreement, in the event the then-current Source Code Escrow Agreement is terminated because of an uncured nonpayment or breach by Franklin or any authorized successor thereto.

2.4.1 During the term of Franklin’s license to the UA Reader (as set forth in the Development and License Agreement), Franklin may request from time to time that MobiPocket perform particular Future Development Projects that relate solely to development for the Franklin operating system platforms and Franklin devices for which MobiPocket has previously performed development work, are reasonably related to

previous development activities undertaken by MobiPocket under agreements with Franklin, and are otherwise commercially reasonable in nature and scope. Franklin shall provide MobiPocket with a detailed written proposal regarding any Future Development Project that it requests that MobiPocket consider undertaking, including without limitation which Going-Forward Technology Agreement Franklin proposes to have apply to the results of such Future Development Project (i.e., which Going-Forward Technology Agreement’s license terms, duration and potentially other terms, subject to mutual agreement of the parties in each such instance, should apply to the deliverables that Franklin is proposing to obtain under a Future Development Project). Upon request from MobiPocket, Franklin shall provide additional information and requirements regarding any such proposal to assist MobiPocket’s consideration thereof.

2.4.2 MobiPocket may in its sole discretion determine that it is willing, subject to further mutual agreement with Franklin on applicable terms (including without limitation regarding specifications, milestone schedule, acceptance testing, fees, payment schedule, and the application of the license terms, duration and potentially other terms from a Going-Forward Technology Agreement) to perform such a Future Development Project. If MobiPocket notifies Franklin that it is potentially interested in performing a Future Development Project on mutually agreed terms and conditions, the parties shall use commercially reasonable efforts to negotiate for a period of not less than thirty (30) days and enter into a binding written agreement concerning such Future Development Project, which agreement shall either state that the license terms and duration of a specified Going-Forward Technology Agreement apply to the results of the Future Development Project, or shall expressly supersede all potentially relevant terms of the Going-Forward Technology Agreements and shall specify the license terms and duration applicable to the results of such Future Development Project. In either case, such agreement shall specify that source code to be developed thereunder shall be placed in escrow under the terms of the then applicable Source Code Escrow Agreement between Franklin and MobiPocket or its successor.

2.4.3 If (a) MobiPocket does not agree to enter into negotiations regarding a Future Development Project that Franklin believes in good faith relates solely to development for the Franklin operating system platforms and Franklin devices for which MobiPocket has previously performed development work is reasonably related to previous development activities undertaken by MobiPocket under agreements with Franklin, and is otherwise commercially reasonable in nature and scope, or (b) MobiPocket and Franklin do not reach agreement on binding terms that would apply to a Future Development Project after negotiating pursuant to Section 2.4.2 for at least thirty (30) days with respect to such terms (in either such case, the parties shall have reached a “ Future Development Impasse ”), Franklin may provide written notice to Amazon that Franklin is escalating discussion regarding the applicable Future Development Project within the management of Franklin and Amazon as follows: The Chief Executive Officer of Franklin and a Vice President of Amazon shall arrange and participate in a meeting (in person or otherwise, as such individuals may determine) and seek to resolve the Future Development Impasse. If such discussions do not result in the parties’ reaching a mutually satisfactory resolution within thirty (30) days after Franklin issued a written notice invoking this escalation procedure, Franklin may pursue obtaining access to relevant versions of MobiPocket Reader source code in accordance with the release conditions and other terms of the Source Code Escrow Agreement.

2.4.4 Franklin agrees that notwithstanding anything to the contrary in the Going-Forward Technology Agreements or any other agreement between Franklin and MobiPocket, this Section 2.4 together with Section 1.1 and Exhibit A of the Japan Reader Development and License Agreement, Section 8(d) of the Development and License Agreement (as amended), and the Source Code Escrow Agreement set forth the sole and exclusive obligations of MobiPocket and Amazon with respect to any future software development, customization or update activities (collectively, “ Future Development Projects ”) in connection with any Going-Forward Technology Agreement or any other agreement between Franklin and MobiPocket.

2.4.5 SOLE AND EXCLUSIVE REMEDY; WAIVER OF OTHER REMEDIES . FRANKLIN FURTHER AGREES THAT, SUBJECT TO MOBIPOCKET’S DEPOSIT OF ALL SOURCE CODE AS EXPRESSLY REFERENCED IN SECTION 2.3.1 HEREIN OR SECTION 1.6 OF THE SOURCE CODE ESCROW AGREEMENT OR ANY SUCCESSOR THERETO, THE TERMS OF SECTION 2.4.3 AND THE RELEASE TO FRANKLIN OF APPROPRIATE SOURCE CODE IN ACCORDANCE WITH THE SOURCE CODE ESCROW AGREEMENT SHALL CONSTITUTE ITS SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE BY MOBIPOCKET OR AMAZON OR ANY AMAZON AFFILIATE TO PROVIDE ANY REQUESTED SOFTWARE CUSTOMIZATION, ERROR CORRECTION, OR OTHER FUTURE SOFTWARE DEVELOPMENT. FRANKLIN HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS AND REMEDIES THAT IT MAY HAVE AT LAW OR OTHERWISE TO OBTAIN ANY REMEDY OR RELIEF OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE JAPAN READER DEVELOPMENT AND LICENSE AGREEMENT OR THE DEVELOPMENT AND LICENSE AGREEMENT WITH RESPECT TO ANY FAILURE BY MOBIPOCKET OR AMAZON OR ANY AMAZON AFFILIATE TO PERFORM ANY OBLIGATION TO FRANKLIN (INCLUDING WITHOUT LIMITATION ANY OBLIGATION TO TIMELY COMPLETE AND DELIVER ANY SOFTWARE UPDATE OR ERROR CORRECTION, ANY MODIFIED OR NEW SOFTWARE, OR ANY WARRANTY OR REPAIR OBLIGATION REGARDING ANY OF THE FOREGOING), WHETHER OR NOT SUCH FAILURE CONSTITUTES A MATERIAL BREACH OF ANY AGREEMENT OF MOBIPOCKET, AMAZON OR ANY AMAZON AFFILIATE.

2.4.6 AMAZON RESPONSIBILITY FOR MOBIPOCKET PERFORMANCE; TERMINATION OF CERTAIN AGREEMENTS. For purposes of clarification, Amazon agrees that it shall be responsible for MobiPocket’s compliance with and performance of all responsibilities under this Agreement, the Going-Forward Technology Agreements, and the Source Code Escrow Agreement, and that Amazon will be liable for any failure of MobiPocket to so comply or perform, and Amazon further agrees that in the case in which MobiPocket is merged into or otherwise consolidated with Amazon or in the case in which MobiPocket takes action to assign or transfer any Going-Forward Technology Agreements or the Source Code Escrow Agreement to Amazon that Amazon hereby accepts the obligations of MobiPocket thereunder or accepts the delegation of all duties of MobiPocket thereunder. Without limiting the foregoing, the parties hereby acknowledge and agree that, other than the Source Code Escrow Agreement, and the Going-Forward Technology Agreements that any and all other agreements between MobiPocket and Franklin existing as of the date hereof are hereby terminated in their entirety as of the Closing Date.

of * in connection with Franklin’s sales of any and all products containing the UA Reader, any other version of the MobiPocket Reader, or any derivative work of any of the foregoing developed by Franklin or MobiPocket in accordance with the Going-Forward Technology Agreements or any other agreement between them regarding a Future Development Project, or pursuant to any license rights granted to Franklin under the Source Code Escrow Agreement; provided, however, that this sentence shall not apply to Franklin’s sales of products that are subject to the LPL 1000 Letter Agreement. The parties agree that this Section 2.5 amends and supersedes in their entirety the per unit royalty terms set forth in each of the Going-Forward Technology Agreements. The parties agree that any royalties that are due to be paid by Franklin under any Going-Forward Technology Agreements on or after the Closing Date shall be accrued and earned out against any royalty advances paid by Franklin to MobiPocket or Amazon at any time without regard to the determination of which agreement under which such royalty advance was initially paid by Franklin.

2.8.1 Notwithstanding anything to the contrary in the Going-Forward Technology Agreements or any other agreement between Franklin and MobiPocket, this Agreement, as well as each of the Going-Forward Technology Agreements, including all amendments and addenda thereto, shall be governed by the laws of the State of New York, without reference to rules governing choice of law.

2.8.2 (a) With respect to all deliverables that MobiPocket has provided or provides in the future to Franklin under either the Reader Agreement dated June 22, 2001, as amended, or the LPL 1000 Letter Agreement, MobiPocket shall have no indemnity or other obligation under Section 26 of such Reader Agreement, the second paragraph of the LPL 1000 Letter Agreement, or otherwise, with respect to any third party claim to the extent arising from any code, specifications or other material not created by MobiPocket; any modification or unauthorized use of the MPR or other mutually-agreed deliverable; any further distributions of Franklin products that incorporate a prior version of the MPR or other mutually-agreed deliverable following MobiPocket’s delivery of any updated version thereof to Franklin with respect to such future distribution; or the combination of the MPR or other mutually-agreed deliverable with any Franklin product, or any product, software, hardware, technology or service with which the MPR or other mutually-agreed deliverable may be used, where the applicable third party claim would not have occurred but for such combination (any claim described in this sentence, an “ Excluded Claim ”).

(b) Franklin shall defend, indemnify and hold MobiPocket harmless from and against any and all third party claims, damages, liabilities, costs (including reasonable attorneys’ fees) and expenses incurred by MobiPocket resulting from any Excluded Claim or regarding Franklin’s use or distribution of the Franklin Products; provided, however, that this Section 2.8.2 shall not apply to the subject matter of the Patent Infringement Defense Letter Agreement.

2.8.3 Reservation of Rights . Notwithstanding anything set forth in any of the Going Forward Technology Agreements to the contrary, except as otherwise expressly authorized in (i) the Development and License Agreement, as amended, the Source Code Escrow Agreement, or the Japan Reader Development Agreement, as amended, or (ii) as otherwise authorized in writing by MobiPocket or Amazon after the Closing Date: (a) Franklin will not use, disclose, publish or distribute any MobiPocket software, including the MPR or the MobiPocket Publisher Professional Software, or any other mutually-agreed MobiPocket deliverable (or any portion thereof), or any and all updates or upgrades thereto (collectively, “MP Software”); (b) Franklin will not decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any MP Software; (c) subject to the licenses expressly granted in the Going Forward Technology Agreements, MobiPocket hereby reserves all of its right, title and interest in and to all MP Software, including the MPR, the MobiPocket Publisher Software, and any other mutually-agreed MobiPocket deliverable; and (d) for purposes of clarification, nothing in this Agreement or in any of the Going-Forward Technology Agreements authorizes Franklin to distribute, or to sublicense rights in the MPR, the MobiPocket Publisher Software, or any other MP Software whatsoever, for use on or distribution with, any product other than products based on or incorporating the UA; provided that Franklin, its sublicensees and its customers shall be entitled to continue to distribute products that include the MPR existing as of the Closing Date and Franklin shall be entitled to develop Franklin’s “Ultimate Reference Suite” line of products incorporating the MPR under the Going-Forward Technology Agreements; and, further provided, that Amazon agrees that, notwithstanding anything to the contrary in this Section 2.8.3, Amazon will negotiate in good faith with Franklin at Franklin’s reasonable request for extension of rights under any Gong-Forward Technology Agreement to platforms based on operating systems other than UA during the term of any such Going-Forward Technology Agreement on fair and non-discriminatory terms. In addition to and without limiting the foregoing, Franklin acknowledges that nothing contained in this Agreement or any of the Going-Forward Technology Agreements shall be construed to allow Franklin to sublicense or otherwise distribute any MP Software whatsoever (including, but not limited to, the MPR or the MobiPocket Publisher Professional Software) on a standalone basis in any manner whatsoever, without MobiPocket’s prior written approval; provided that Franklin shall be entitled to continue to distribute any version of the MPR, whether Standard or Pro, or of the MobiPocket Standard or Publisher Professional Software or of the MobiPocket Office Companion to end users from Franklin’s web site for which Franklin shall pay to MobiPocket * for all such sales.

Section 3. License and Release Related to Franklin Patents and Other Proprietary Rights

(a) Franklin hereby grants to MobiPocket, Amazon, and Amazon’s current and future Affiliates, on behalf of Franklin and its Affiliates, and effective as of the Closing Date, an irrevocable, fully paid up, worldwide, non-exclusive license under the Franklin Patents, to make, have made, use, contribute to the use of, induce the use of, and incorporate any and all software and other technologies applicable to its or their development work for Franklin or its Affiliates, and solely for use in such development work for Franklin,

pursuant to the Going-Forward Technology Agreements or any written agreement between any such parties concerning any Future Development Project. Such license shall take effect on the Closing Date and shall remain in effect until the expiration or termination of Franklin’s license to distribute any development work performed and owned by MobiPocket, Amazon or any Amazon