<PAGE>
Confidential treatment has been requested
for portions of this document. This
copy of the document filed as an Exhibit
omits the confidential information
subject to the confidentiality request.
Omissions are designated by three
asterisks (***). A complete version of this
document has been filed separately
with the Securities and Exchange
Commission.
EXHIBIT 10.71
AMENDMENT NO. 5
TO THE
POSTSCRIPT SOFTWARE DEVELOPMENT LICENSE
AND SUBLICENSE AGREEMENT
BETWEEN
ADOBE SYSTEMS INCORPORATED
AND
PEERLESS SYSTEMS CORPORATION
EFFECTIVE DATE: DEC. 16, 2003
This Amendment No. 5 ("Amendment") to the
PostScript Software Development
License and Sublicense Agreement dated July
23, 1999, as previously amended (the
"Agreement"), between Adobe Systems
Incorporated ("Adobe") and Peerless Systems
Corporation ("Peerless"), is made by and
between Adobe and Peerless.
WHEREAS, Peerless desires to license
Adobe's Host PDF Printing Library, and
Adobe is willing to license to Peerless the
Host PDF Printing Library under the
terms of the Agreement and this
Amendment.
THEREFORE, Peerless and Adobe agree to
amend the Agreement as follows:
Unless otherwise defined herein, all terms
used in this Amendment shall retain
the same meanings as defined in the
Agreement and such definitions are
incorporated herein by reference.
1. The
following new paragraph is hereby added to the agreement:
"1.43 HOST PDF PRINTING LIBRARY. "Host PDF Printing Library"
means
Adobe(R) PDF (Portable Document Format) Library technology and any
Font
Programs that Adobe specifies may be used with the Host PDF
Printing
Library, in object code form only, as well as any enhancements
or
modifications to the foregoing as provided by Adobe to Peerless
hereunder, which has as its purpose the converting of PDF files
to
PostScript language file form for processing by a printing system
using
Adobe PostScript software. Unless otherwise noted herein, the Host
PDF
Printing Library (but excluding Font Programs) shall be treated
for
purposes of this Agreement as "Adobe Software".
2. The
following new Paragraph 2.1.1 is hereby added to the Agreement:
"2.1.1 HOST PDF PRINTING LIBRARY LICENSE. Subject to Peerless'
compliance with the terms of this Agreement, Adobe grants to
Peerless a
non-exclusive, nontransferable license during the term of this
Agreement to (a) incorporate or integrate and to allow Third
Party
Developers to incorporate and integrate (but with no right to
modify or
permit the modification of the Host PDF Printing Library) solely
on
behalf of Peerless or for an OEM Customer and in accordance
<PAGE>
Confidential treatment has been requested
for portions of this document. This
copy of the document filed as an Exhibit
omits the confidential information
subject to the confidentiality request.
Omissions are designated by three
asterisks (***). A complete version of this
document has been filed separately
with the Securities and Exchange
Commission.
with Paragraph 2.11 ("Third Party Developers"), the Host PDF
Printing
Library with application software supplied by Peerless at a
Development
Site, (b) use and reproduce and allow Third Party Developers to use
and
reproduce the Host PDF Printing Library solely at a Development
Site
and only in connection with developing a Peerless SDK or Revised
Object
for use with a Licensed System, and (c) sublicense to its OEM
Customers
under a Peerless OEM Agreement and in accordance with Paragraph
2.2
("Adobe Information Sublicenses"), the right to reproduce and
distribute the
Host PDF Printing Library solely in object code form and
only as bundled for use with a Licensed System or unbundled as
an
upgrade for use with a previously installed Licensed System.
Peerless
shall require its OEM Customers to agree that the Host PDF
Printing
Library will not be distributed for use with a Clone Product.
Peerless
shall require its OEM Customers to ensure that each copy of the
Host
PDF Printing Library distributed by an OEM Customer (either
directly or
through an OEM Remarketer Customer) is accompanied by the
appropriate
End User Agreement, as specifically described in Paragraph 4.5,
("End
User License") of EXHIBIT B ("Minimum Terms of Peerless OEM
Agreements") of the Agreement, and with respect to U.S. Government
End
Users an End User agreement in accordance with Paragraph 4.7
("U.S.
Government End Users") of EXHIBIT B of the Agreement. Peerless
shall
*** for any distribution of the Host PDF Printing Library and
accompanying Roman Font Programs by OEM Customers***. ***."
3. The
following new PARAGRAPH 2.1.2 is hereby added to the Agreement:
"2.1.2 SEPARATE USE OF NON-ROMAN FONT PROGRAMS. If the Host PDF
Printing Library uses its own copy of non-Roman (i.e.,
Japanese,
Chinese, Korean) Font Programs (that is, the non-Roman Font
Programs
used by the I-lost PDF Printing Library are not the same copy of
the
non-Roman
Font Programs used by the Revised Object), Peerless shall
require its OEM Customers to
