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Exhibit 10.5A4
AMENDMENT NUMBER 4
TO LICENSE AND DISTRIBUTION AGREEMENT
This Amendment Number 4 to the
License and Distribution Agreement (the " Amendment "),
dated September 27, 2006 (the " Effective Date "),
amends the terms of the License and Distribution Agreement, dated
August 2001, including any and all previous amendments thereto
(the " Agreement ") by and between Altiris Inc., a Delaware
corporation having its principal of place of business at 588 West
400 South, Lindon, Utah 84042 (" Altiris ") and
Hewlett-Packard, a Delaware corporation having its principal place
of business at 3000 Hanover Street, Palo Alto, California 94304 ("
HP ") (individually, the " Party ," collectively, the
" Parties" ). Unless specifically modified or changed
herein, the terms and conditions of the Agreement shall remain in
effect. In the event of a conflict or inconsistency between the
terms and conditions contained in this Amendment and the Agreement,
the terms and conditions contained in this Amendment shall
prevail.
WHEREAS , the Parties have
previously entered into the Agreement that grants HP rights to
incorporate certain Altiris software into HP product lines; and
WHEREAS , the Parties
desire to amend the Agreement to update certain deliverables
provided by Altiris and the terms and conditions corresponding to
such deliverables.
NOW , THEREFORE ,
in consideration of the above recitals, the mutual undertakings of
the Parries as contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Amendment hereby agree as
follows:
I. Definitions . All
capitalized terms which are not defined in this Amendment shall
have the meaning as set forth in the Agreement.
II. Modifications .
The Agreement is amended and supplemented as follows:
1. Section 1.29 shall be
modified as follows:
"1.29 " Licensed Software " shall mean each of the
components of the Altiris eXpress deployment server software, which
consists of the software components listed on Schedule 1.2 of
Exhibit A (as may be modified as set forth on
Schedule 1.2), and which shall also include those
modifications made under this Amendment No. 4 to the
Deployment Server software to include functionality to provide
compatibility with the Intel Itanium processor, to the extent the
foregoing are for deployment and redeployment of HP Products and
products, similar thereto, and any Updates/Maintenance Releases and
New Releases to be provided under this Agreement."
2. The following shall be added as
Section 2.4:
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"2.4 Altiris shall use best efforts to develop
and deliver to HP no later than December 6, 2006, the
Deployment Server software product, in object code format, as
modified to include functionality for compatibility with the Intel
Itanium processor (hereinafter referred to as the "Deployment
Server for Itanium" or Licensed Software"), which product shall be
deemed to be a standard commercially available Altiris software
product."
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3.
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Section 3. License and Rights,
Section 4. Marketing, Promotion and Press Releases,
Section 6. Support and Updates/Maintenance Releases and New
Releases, Section 7 Royalties and Fees (as such sections were
modified by Amendment No. 3) shall apply to this Amendment
No. 4, provided that (i) any references to the Licensed
Software shall be deemed to include the Deployment Server for
Itanium, (ii) references to Compaq shall be deemed to refer to
HP, and (iii) references to Compaq products shall be deemed to
refer to the HP products.
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4.
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The following shall be added as
Section 7.7:
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"7.7 In consideration for the development as
further defined in Exhibit B-l and license grants set forth in this
Amendment No. 4, HP shall pay to Altiris fees in the fixed
amount of [*], which fees shall be paid in three
(3) insta
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