<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 10.69
LICENSED SOFTWARE ADDENDUM #14 TO
MASTER TECHNOLOGY LICENSE AGREEMENTS
DATED JANUARY 16, 2000 AND JUNE 12, 1997
This Licensed Software Addendum #14 ("LSA
#14") is entered into effective as of
October 1, 2003 (the "Effective Date") by
and between Konica Minolta Business
Technologies, Inc., a Japanese corporation,
having offices at No, 2970
Ishikawa-cho, Hachioji-shi, Tokyo, Japan
("KMBT") and Peerless Systems
Corporation, having its principal office at
2381 Rosecrans Ave, Suite 400, El
Segundo, CA 90245 ("PEERLESS"), pursuant to
the provisions of the Master
Technology License Agreement between Konica
Corporation and PEERLESS dated
January 16, 2000 ("MTLA #1"), which is
succeeded by KMBT, and (ii) the
provisions of the Master Technology License
Agreement between Minolta Co., Ltd.
and PEERLESS dated June 12, 1997 ("MTLA
#2"), which is succeeded by KMBT.
This LSA #14 is hereby incorporated into
the MTLA #1 and the MTLA #2 by
reference herein.
All capitalized terms used in this LSA #14
that are not specifically defined
herein shall have the meaning ascribed to
them in the MTLA #1 and MTLA #2 and
the attachments thereto. Where there is a
conflict between (i) the provisions
and the capitalized terms in this LSA#14
and (ii) the provisions and the
capitalized terms in MTLA #1 and MTLA#2,
those of (i) shall prevail.
This LSA #14 grants a Block License to
distribute Derivative Works of the
PEERLESS Licensed Products identified in
and licensed under the LSAs and Nest
Office Agreements ("License Agreements")
referred to in Section 3.0 of this LSA
#14. Each License Agreement referred to in
Section 3.0 contains the terms and
conditions relating to the respective
PEERLESS Licensed Products identified
therein, the Authorized KBMT Devices
identified in Section 4.0 of this LSA #14,
and the KMBT Facilities identified in
Section 1.0 of this LSA #14.
1.0 KMBT
FACILITIES
"KMBT Facilities" means the facilities set forth in Section 2.0
herein,
which are deemed to be the Authorized KMBT
Facilities as of the Effective Date.
2.0 AUTHORIZED
KMBT FACILITIES
KMBT, composed of the Affiliates and Subsidiaries listed herein,
shall
use the PEERLESS Licensed Products only at
the following locations ("KMBT
Facility(ies)" or "Authorized KMBT
Facility(ies)"): 1) Huntington Beach site.
5701 Skylab, Huntington Beach, CA 92647,
USA, 2) Itami site, 4-18 Takadai,
Itami-shi, Hyogo, Japan 644-8511, 3) Konica
Minolta System Laboratory Inc., 301
Velocity way, 3rd floor, Foster City, CA
94404 USA, 4) Konica Minolta System
Laboratory Inc., 11150 Hope Street,
Cypress, CA 90630 USA. KMBT shall designate
any additional laboratory sites in writing
to PEERLESS. KONICA may make a
written request, and PEERLESS shall not
unreasonably withhold a change of venue
for any of the site licenses granted in
this LSA#14. Tile Authorized KMBT
Device(s) shall be
January 26, 2004
Page 1
INITIALS: PEERLESS ___
KMBT ___
<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.
manufactured at and by a semiconductor
manufacturer to be designated by KMBT
subject to the terms and conditions of MTLA
#1, MTLA #2, and attachments
thereto.
3.0 PEERLESS
LICENSED PRODUCT:
(a) PEERLESS
SPS(TM) Software Developer Kit Compatible with
VxWorks(R) inclusive of PEERLESS' Novell NEST SDK, which is
licensed under Licensed Software Addendum #8 dated January 1,
2002 to MTLA #1 ("LSA #8").
(b) NEST
Office SDK, which is licensed under NEST Office. SDK
License Agreement dated January 29, 2002 and Sup
