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
t
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