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EXHIBIT 10.95
AMENDMENT NO. 22
TO THE
POSTSCRIPT SOFTWARE DEVELOPMENT LICENSE
AND SUBLICENSE AGREEMENT
BETWEEN
ADOBE SYSTEMS INCORPORATED
AND
PEERLESS SYSTEMS CORPORATION
EFFECTIVE AS OF OCTOBER 14, 2005
This Amendment No. 22 (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, the purpose of this Amendment No. 22 is to amend the
process of
certifying that the Revised Object meets
the Minimum Quality Standards.
1. Paragraph
1.20 ("Licensed System") of Section 1 ("Definitions") of the
Agreement is revised to read in its
entirety as follows:
"1.20 LICENSED SYSTEM means an OEM Customer product (hereinafter
known
as an "OEM Customer Licensed System") or a Peerless product
(hereinafter
known as a "Peerless-Branded Licensed System") that includes
Revised
Object and Font Programs, and may include (unless such components
are
identified as mandatory, in which case it shall include) Other
Adobe
Software, Host Software, one or more Designated Output Devices and
other
hardware and software identified in a Peerless/OEM Customer
Licensed
System Appendix or Adobe/Peerless Licensed System Appendix (as
applicable). The Peerless/OEM Customer Licensed System Appendix
or
Adobe/Peerless Licensed System Appendix (as applicable) shall
be
executed prior to Peerless' certification of test results for
such
Licensed System pursuant to Paragraph 2 ("Testing") of EXHIBIT
F
("Licensed System Test Procedures") of the Agreement. Any reference
in
the Agreement to "Licensed System", unless expressly stated
otherwise or
where limited by the context in which the term is used, shall mean
the
OEM Customer Licensed System and/or the Peerless-Branded
Licensed
System."
2. Paragraph
5.2 ("Testing and Certification of Revised Object and Proposed
Designated Output Device") of the Agreement
is revised to read in its entirety
as follows:
"5.2 TESTING AND CERTIFICATION OF REVISED OBJECT. Peerless shall
test
each Peerless SDK and each Peerless-Branded Licensed System
containing
Revised Object, or in the case of an OEM Customer Licensed System,
shall
test, assist in the testing of, or require its OEM Customer or
Third
Party Developer to test each Revised Object (including any
previously-certified Revised Object subsequently modified by
Peerless,
its OEM
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Customer or Third Party Developer) in accordance with EXHIBIT F
("Licensed System Test Procedures") and Peerless shall not
distribute
any Peerless SDK or begin First Commercial Shipment of a
Peerless-Branded Licensed System or allow an OEM Customer to begin
First
Commercial Shipment of an OEM Customer Licensed System containing
the
Revised Object and any modified version thereof until the testing
has
been completed and such Peerless SDK or Licensed System has
been
certified by Peerless pursuant to EXHIBIT F and Peerless has
provided
Adobe with a declaration signed by Peerless' Quality Assurance
Manager
certifying that the required testing has been performed and the
Licensed
System containing the Revised Object meets the Minimum Quality
Standards
(as defined in EXHIBIT F). Adobe shall have the right to evaluate,
and
to require Peerless to evaluate the quality assurance processes,
testing
results, Revised Object, and Licensed Systems to determine if
Peerless,
its OEM Customer or Third Party Developer, as applicable, is
carrying
out the requirements set forth herein, and if Adobe determines that
such
quality is inadequate, Peerless shall promptly take corrective
action as
directed by Adobe, and in the case of an OEM Customer or Third
Party
Developer Peerless shall require the applicable OEM Customer or
Third
Party Developer to take prompt corrective action, to rem
