CONFIDENTIAL TREATMENT REQUESTED:
INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS
OMITTED AND IS NOTED WITH “[REDACTED].” AN UNREDACTED
VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
AMENDMENT NO. 30
TO THE
POSTSCRIPT SOFTWARE DEVELOPMENT
LICENSE
AND SUBLICENSE AGREEMENT
BETWEEN
ADOBE SYSTEMS
INCORPORATED
AND
PEERLESS SYSTEMS
CORPORATION
Effective as of June 30,
2008
This Amendment No. 30 (the
“Amendment”) to the PostScript Software Development
License and Sublicense Agreement dated July 23, 1999, as previously
amended (the “Agreement”), is between Adobe Systems
Incorporated, a Delaware corporation having a place of business at
345 Park Avenue, San Jose, CA 95110 (“Adobe”) and
Peerless Systems Corporation, a Delaware corporation having a place
of business at 2381 Rosecrans Avenue, El Segundo, California 90245
(“Peerless”).
WHEREAS, Adobe
and Peerless wish to have Peerless receive Maintenance for the
Reference Ports and CPSI Platforms, as described in the Agreement
and any relevant exhibits thereto, from Adobe, for a fixed fee, in
lieu of the license fees and annual maintenance fee requirements
currently set forth in Paragraph 8.1 of the Agreement,
thereby having Adobe waive license fees and any annual maintenance
fee requirements as of January 1, 2008 and for the remainder of the
Agreement; and
WHEREAS, Adobe
and Peerless wish to extend the Wind-down Period contemplated in
Exhibit B of the Agreement (“Minimum
Terms of Peerless OEM Agreements”) to a maximum of 21 months
following expiration of the Agreement.
The parties
hereby amend the Agreement as follows:
1.
Paragraph 8.1
(“License and Maintenance
Fees”) of the Agreement is hereby deleted and replaced with
the following:
“
8.1 License and Maintenance Fees. In lieu of any
prior license fees for the Adobe Information, as may have been
specified in the applicable Adobe Deliverables Appendix, and any
prior annual maintenance fees that may have been in place between
the parties to cover maintenance services
(“Maintenance”) for the relevant Reference Port and for
a CPSI Platform, as described in Exhibit K
(“Maintenance for Standard Reference Port(s)”) and
Exhibit K-1 (“CPSI Continuing
Support”), respectively, hereto, which Adobe agrees to waive,
Peerless shall pay to Adobe the fixed maintenance and services fee
set forth in the amended Paragraph 2 (“Fixed
Maintenance And Services Fee”) of Exhibit
O (“Royalty Payments And Other Fees”) of
the Agreement, in accordance with the terms contained
therein.”
2.
Paragraph 12.5
(“Expiration – No
Renewal”) of the Agreement is hereby deleted and replaced
with the following:
CONFIDENTIAL TREATMENT REQUESTED:
INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS
OMITTED AND IS NOTED WITH “[REDACTED].” AN UNREDACTED
VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
“
12.5 Expiration – No Renewal. In the
event this Agreement is allowed to expire at the end of the initial
or renewed term, Peerless’ rights under Paragraph 2.2
(“Adobe Information Sublicenses”) with respect to
sublicensing the use of Adobe Information to an OEM Customer under
an existing Peerless OEM Agreement shall continue for Licensed
System products that have already been certified pursuant to an
executed Licensed System Appendix for the commercial life of such
Licensed S
