Exhibit 10.11
AMENDMENT NO. 2 TO THE TECHNOLOGY
LICENSE AND DISTRIBUTION AGREEMENT
BETWEEN SUN MICROSYSTEMS, INC. AND
OPENTV, INC.
This Amendment No. 2 (the
“Amendment”) to the Technology License and Distribution
Agreement dated March 20, 1998, as amended (the
“Agreement”) between Sun Microsystems, Inc.
(“Sun”) and OpenTV, Inc. (“Licensee”), is
made and entered into by and between Sun and Licensee, and is
effective as of the date signed by Sun below (“Effective
Date”).
The parties agree as
follows:
1. (a) Under
the Agreement, Licensee is obligated to pay Sun [*].
(b) Licensee hereby agrees to pay
Sun [*] and the parties will concurrently enter a Master Support
Agreement under which Licenses must pay Sun [*]. This will in no
way amend or affect any compatibility requirements or obligations
under the Agreement.
2. [*]
3. Section 3.1, Section VII of
Exhibit C-2, and Section 5 of the First Amendment to the
Technology License and Distribution Agreement dated as of
June 30, 1999 by and between the parties (“Amendment
No. 1”) are hereby deleted. Further, Section 2.8(a)
of the Agreement is modified to read in its entirety as
follows:
“Java Test Suites are made
available as part of Licensee’s purchase of the appropriate
TCK support plan from Sun.
4. Licensee Derivative Works may be
distributed in source code form to [*], provided that [*]
(i) has entered into and has in effect a Sun Community Source
License with Sun for the same Technology, or (ii) is a Sun
licensee of the same Technology and expressly authorized in writing
by Sun to share such source code with Licensee. Licensee may not
offer or impose any terms on any such code that alter the rights,
requirements or responsibilities of [*]. All Derivative Works that
Licensee shares hereunder must include a file documenting the
additions and changes Licensee made and the date of such additions
and changes. Licensee must also include in the file header the
notice set forth in Exhibit E. If it is not possible to put the
notice in a particular source code file due to its structure, then
Licensee must include the notice in a location (such as a relevant
directory file), where a recipient would be most likely to look for
such a notice. Provided that [*] is fulfilling conditions
(i) or (ii) above, Licensee may receive Derivative Works
of the same Technology from [*], and may use, reproduce, modify,
and incorporate such Derivative Works into Products, to the same
scope and extent and subject to the same conditions and
restrictions as with Technology.
