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EXHIBIT 10.75
AMENDMENT NO. 14
TO THE
POSTSCRIPT SOFTWARE DEVELOPMENT
LICENSE AND SUBLICENSE AGREEMENT
BETWEEN
ADOBE SYSTEM INCORPORATED
AND
PEERLESS SYSTEMS CORPORATION
EFFECTIVE AS OF: DEC. 16, 2003
This Amendment No. 14 ("Amendment") to the PostScript Software
Development License and Sublicense
Agreement dated July 23, 1999, as previously
amended (the "PS Agreement"), is between
Adobe Systems Incorporated, a Delaware
corporation having a place of business at
345 Park Avenue, San Jose, California
95110-2702 ("Adobe") and Peerless Systems
Corporation, a Delaware corporation,
having a place of business at 2381
Rosecrans Avenue, El Segundo, CA 90245
("Peerless").
WHEREAS, the parties desire to amend the PS Agreement to describe
Adobe
deliverables (known herein as "PDF to PS
Conversion Code") to be supplied by
Adobe to Peerless hereunder; and
WHEREAS, Peerless has requested that Adobe license the PDF to
PS
Conversion Code in source code form so that
Peerless will be able to adapt and
develop such source code for use with
Licensed Systems and distribute object
code versions thereof to Peerless OEM
Customers in accordance with the terms and
conditions set forth in the PS Agreement
and this Amendment No. 14 to the PS
Agreement.
NOW, THEREFORE, in consideration of the promises and mutual
covenants
contained herein, Adobe and Peerless agree
to amend the PS Agreement as follows:
I. A new Paragraph 1.43
("PDF to PS Conversions Code") is added to
Paragraph 1 ("Definitions") of the
Agreement to read as follows:
"1.43 "PDF to PS Conversion Code" means the Adobe-supplied
software
that performs the function of converting PDF files to
PostScript
language file form for processing by a printing system using
Adobe
Software, in source and/or object code form, identified either as
"PDF
to PS Conversion Code" or "Adobe Software" in an appendix or by
other
means when delivery is made to Peerless via the internet, and
any
revisions or versions thereof that may be supplied by Adobe from
time
time hereunder."
II. A new
subsection 2.2.1.1 ("Distribution Rights to the PDF to PS
Conversion Code") is added to Paragraph
2.2.1 ("Revised Object License") of the
PS Agreement to read as follows:
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"2.2.1.1 Distribution Rights to the PDF to PS Conversion Code.
With
respect to the PDF to PS Conversion Code, the sublicense rights to
each
OEM Customer shall include and be limited to the right to (a) use
and
reproduce (or have reproduced for OEM Customer's sole benefit) at
the
Reproduction Sites) only, and (b) sublicense and distribute,
directly
and indirectly throught OEM Customer's usual distribution
channels,
including distribution through OEM Remarketer Customers, the
object
code only version of the PDF to PS Conversion Code, and any
derivative
thereof, for use as part of OEM Customer's Licensed System(s)."
III. The term "Golden
Master", as defined in Paragraph 2.2.10 ("Sublicensing
of Reproduction and Distribution Rights
Only") of the PS Agreement shall also
apply to the object code version of the PDF
to PS Conversion Code and any
derivative thereof.
IV. A new
Paragraph 2.13 ("License to Use PDF to PS Conversion Code") is
added to the PS Agreement to read as
follows:
"2.13 License to Use PDF to PS Conversion Code. Adobe will supply
to
Peerless the PDF to PS Conversion Code in source code form,
including
corresponding source documentation and interface materials
(hereinafter
known as "PDF to PS Source Code") and/or in object code form.
Unless
otherwise noted herein, the PDF to PS Conversion Code shall be
treated
for purposes of this Agreement as "Adobe Software" and the rights
and
restrictions applicable to the Adobe Software shall apply to the
PDF to
PS Conversion Code. The PDF to PS Source Code is identified as
"Adobe
Core Source" and therefore, Peerless is obligated to protect the
PDF to
PS Source Code in accordance with EXHIBIT N-1 ("Secure Procedures
for
Handling Adobe Support Information") and EXHIBIT N-2
("Additional
Secure Procedures for Handling Adobe Restricted Information"). The
PDF
to PS Conversion Code is being supplied by Adobe for use by
Peerless in
accordance with the PS Agreement, as amended herein.
2.13.1 Development Rights. Subject to Peerless's compliance
with the terms of the PS Agreement. Adobe grants to Peerless a
non-exclusive, non-transferable license during the term of the
PS Agreement to use
(but not the right to sublicense the right
to use) the PDF to PS Source Code solely at a Primary
Development Site listed in EXHIBIT C ("Development and
Reproduction Sites") of the PS Agreement for the sole purpose
of designing, developing, adapting, modifying, testing,
documenting and maintaining the PDF to PS Conversion Code for
use with Licensed Systems. Peerless may make only such
modifications to the PDF to PS Source Code as are required to
successfully compile and link the PDF to PS Conversion Code
for use with Peerless OEM Customers' Licensed Systems.
Peerless is not permitted to modify the PDF to PS Conversion
Code for use with a Peerless or Peerless OEM Customer's
product not covered by the terms of the PS Agreement or to
change the PDF to PS Conversion Code to create PostScript
files that are not fully compatible
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