Licensed System Addendum No. 3 to Master Technology License Agreement between OKI Data Corporation and Peerless Systems Imaging Products, Inc.
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This addendum is an agreement between OKI Data Corporation and Peerless Systems Imaging Products, Inc. It outlines additional terms for licensing specific software and font programs for certain OKI devices, including the MICROLINE2030N and MICROLINE2020N. The agreement details the software distribution method, quality assurance certification process, and requirements for Adobe certification. Both parties have specific obligations regarding testing, certification, and correction of any issues to ensure the devices meet Adobe's standards before commercial release.
EX-10.42 21 dex1042.txt LICENSED SYSTEM ADDENDUM NO. 3 Exhibit 10.42 LICENSED SYSTEM ADDENDUM No. 3 to MASTER TECHNOLOGY LICENSE AGREEMENT between OKI DATA CORPORATION and PEERLESS SYSTEMS IMAGING PRODUCTS, INC. Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. OKI/PSIP LSA #3 CONFIDENTIAL - -------------------------------------------------------------------------------- LICENSED SYSTEM ADDENDUM NO. 3 EFFECTIVE AS OF August 25, 2000 TO THE MASTER TECHNOLOGY LICENSE AGREEMENT BETWEEN OKI DATA CORPORATION AND PEERLESS SYSTEMS IMAGING PRODUCTS, INC. NAME OF AUTHORIZED OKI DEVICES: Kanji: MICROLINE2030N MICROLINE2020N MICROLINE2020 This Addendum sets forth the Authorized OKI Device and additional and different terms and conditions particular to the Authorized OKI Devices described below and shall be incorporated by reference into the Master Technology License Agreement effective as of October 15, 1999, (the "MTLA") between Oki Data Corporation ("OKI') and Peerless Systems Imaging Products, Inc. ("PSIP"). Such different or additional terms are applicable only to the Authorized OKI Devices described below and in no way alter the terms and conditions applicable to other Authorized OKI Devices incorporated into the MTLA by addition of an Addendum unless otherwise expressly stated in Schedule 2 to this Addendum. All the terms used in this Addendum shall retain the same meaning as defined in the MTLA and such definitions are incorporated herein by reference. A. Authorized OKI Device: (1) Software: Revised Object (as defined in the MTLA) which is derived from the Licensed Product as described in the Licensed Product Addendum No. 1 (Reference Port 3011) and No. 3 (Page Pipeline and Memory Manager). The Software also includes the Adobe Type Connection Technology that allows Adobe PostScript interpreters to synthesize replacement fonts from substitution fonts for a predetermined set of fonts that are otherwise not resident in the Authorized OKI Device. (2) Font Programs: For a further description of the Authorized OKI Device features, see Schedule 1, Authorized OKI Device Functional Specification Summary, attached hereto. B. Media for the Software as Distributed by OKI: The Software will be distributed on OTP ROM or mask ROM. - -------------------------------------------------------------------------------- Final October 23, 2000 Page 1 of 17 OKI__:PSIP__ OKI/PSIP LSA #3 CONFIDENTIAL - -------------------------------------------------------------------------------- C. QA Certification Schedule
Adobe Certification. Following completion of testing and delivery to Adobe of the test results, Adobe shall have * following to determine from its review of such test results whether the Authorized OKI Device (a) conforms to the applicable Adobe Certification Test Suite and any other tests or procedures specified in the test plan, and (b) produces output meeting Adobe's quality standards, as reasonably determined by Adobe from time to time. Thereupon Adobe shall notify PSIP in writing either that Adobe certifies the Authorized OKI Device or has elected to submit the Authorized OKI Device to further testing and certification before it can be approved for First Commercial Shipment of an Authorized * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. - -------------------------------------------------------------------------------- Final October 23, 2000 Page 2-16 OKI/PSIP LSA #3 CONFIDENTIAL - -------------------------------------------------------------------------------- OKI Device. In the event Adobe has to run a full Quality Assurance testing cycle, OKI shall supply Adobe with all of the necessary Loaned Equipment, maintenance services and consumables required by Adobe to conduct such certification testing, including the applicable Revised Object and any updated versions thereof in a timely manner as the updated versions become available. Upon Adobe's determining that the Authorized OKI Device does not conform to the Adobe Certification Test Suite and any other tests or procedures specified in the test plan, or that the test output fails to meet Adobe's quality standards, Adobe shall provide to OKI a report identifying the failure. OKI shall use reasonable efforts to promptly correct any nonconformity and resubmit the Authorized OKI Device for re-testing. This process shall continue until Adobe certifies the Authorized OKI Device. The test procedures described above are free of charge to OKI. In the event that OKI requested that the Authorized OKI Device be submitted to Adobe prior to PSIP's assessment of successful certification, OKI shall be subject to all Adobe fees in addition to the charges for such services agreed upon between OKI and PSIP. OKI Notification. PSIP shall notify OKI when the Adobe Certification Test Suite is successfully completed. D. Definition of Development Schedule Terms: (1) Final Release: For submission to PSIP QA for final certification testing in accordance with Section 2.3.3 (d) PSIP Testing and Adobe Certification of the MTLA. OKI shall ensure that the Final Release version of the Revised Object passes all tests in the Adobe Certification Test Suite prior to submission to PSIP. The Final Release shall have a Bug Score (as defined below) of *. (2) Bug Score: The Bug Score of a given release at any given time is calculated according to the following formula: n Sigma (B i)/2/ i = 1 Where B i = the severity of the ith open bug and n = the total number of open bugs. (3) Severity: Severities of product bugs are defined as follows: ** means less than or equal to. * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. - -------------------------------------------------------------------------------- Final October 23, 2000 Page 3-16 OKI/PSIP LSA #3 CONFIDENTIAL - -------------------------------------------------------------------------------- Severity 4: A bug that materially impairs functionality and for which there is no workaround. Most severe; must be fixed. Severity 3: A bug that materially impairs functionality and for which there is no easy or convenient workaround. Fairly severe; must be fixed. Severity 2: A bug that has relatively low End User impact and for which a convenient workaround exists. Should be fixed in a subsequent release, if any. Severity 1: A minor bug or cosmetic problem. No need to fix. Severity 0: A specification change or request for an enhancement. E. Loaned Equipment: OKI will supply PSIP with one (1) production unit of the Authorized OKI Device as specified in Section C above (QA Certification Schedule) including Revised Object for Final Release testing. OKI will ensure that such Loaned Equipment is maintained in functional working order at all times. F. Applicable Royalties : Royalty for Authorized OKI Device, Font Programs described herein shall apply to all Authorized OKI Devices, Font Programs sold, leased or otherwise disposed of by OKI or Affiliates to distributors, OEM Remarketer Customers or End Users. Subject to Article 12.1 (Reporting) of the MTLA and payment terms as defined herein, within forty-five (45) days after the end of calendar quarter, OKI shall report total quantity of the Authorized OKI Devices distributed by or on behalf of OKI or its Affiliates. OKI shall pay Per Unit License Fee for each Authorized OKI Device pursuant to the payment provisions set out in Schedule 2 to this Addendum no.3. OKI shall be entitled to deduct from earned royalties which become due and payable pursuant to this paragraph such amounts as OKI is required to withhold therefrom pursuant to the applicable tax provisions of U.S.A. and Japan for the payment for PSIP account, of applicable Japanese income tax therefor, provided, however, that OKI will furnish PSIP with appropriate documentation evidencing the payment of such taxes. (1) Basis for Payments Hereunder. (a) Currency All royalty due to PSIP shall be paid in U.S. dollars. (b) Exchange Rate Calculation for Royalties. The exchange rate used to convert these Japanese List Prices into U.S. dollars for the purpose of payment by OKI of royalties due hereunder shall be the average of the mean telegraphic transfer rates quoted by the head office of Tokyo Mitsubishi Bank at the close of banking on each of the first and last bank business days of the relevant quarterly accounting period. (c) List Price - -------------------------------------------------------------------------------- Final October 23, 2000 Page 4-16 OKI/PSIP LSA #3 CONFIDENTIAL - -------------------------------------------------------------------------------- All List Prices, as defined below, shall be established by OKI or Affiliates in good faith, and shall be exclusive of amounts received for taxes, interest, non-warranty maintenance and installation charges, insurance, shipping and handling costs. The foregoing shall not be construed as fixing any sales price. (i) List Price for Kanji Authorized OKI Device. The List Price for Kanji Authorized OKI Device shall mean OKI's published list price in Japanese yen for quantity one (1) of each model of Authorized OKI Device with Minimum Configuration distributed to End Users in Japan. (ii) List Price for Roman Authorized OKI Device The List Price for Roman Authorized OKI Device shall mean OKI or Affiliates published list price in U.S. dollars for quantity one (1) of each model of Authorized OKI Device with Minimum Configuration distributed to End Users in U.S. The List Price for Roman Authorized OKI Device shall apply for the purpose of royalty calculations for distribution of all Authorized OKI Devices worldwide other than Japan. (iii) In the event that the Roman Authorized OKI Device is not distributed in the United States, then the published List Price of the Roman Authorized OKI Device in a country other than the U.S. maybe used upon mutual agreement between the parties. (2) Minimum Configuration. Minimum Configuration refers to an Authorized OKI Device that contains all of the essential components required to supply the End User with the minimum level of functionality specified for the applicable Authorized OKI Device. For the purpose of royalty calculations to be made hereunder, the Minimum Configuration of the Authorized OKI Device is defined as follows: (a) MICROLINE2030N * the Software and the Font Programs listed in Section G ("Extended Roman Font Program Set"), H(1) ("Heisei Japanese Typeface") below. (b) MICROLINE202ON * the Software and the Font Programs listed in Section G ("Extended Roman Font Program Set"), H(1) ("Heisei Japanese Typefaces") below. (c) MICROLINE2020 * the Software and the Font Programs listed in Section G ("Extended Roman Font Program Set"), H(1) ("Heisei Japanese Typefaces") below. (3) Royalties For each Authorized OKI Device described in this Addendum No.3 which is sold, leased or otherwise disposed of or used by OKI or its Affiliates, the pricing table as defined in Schedule 2 shall apply. * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. - -------------------------------------------------------------------------------- Final October 23, 2000 Page 5-16 OKI/PSIP LSA #3 CONFIDENTIAL - -------------------------------------------------------------------------------- G. Roman Coded Font Programs: PSIP will provide the graphic characters specified in ISO 8859-1: 1987, Latin alphabet No. 1 and ISO 8859-2: 1987, Latin alphabet No. 2, and symbol characters where appropriate, for the Extended Roman Font Program Set specified in Exhibit B to Attachment#1 to MTLA ("Extended Roman Font Program Set"). H. Font Programs for Japanese Typefaces: (1) Heisei Japanese Typefaces: PSIP will provide the Adobe Standard Japanese Character Set which includes JIS, Shift-JIS, and EUC encodings of the JIS X 0208-1983 and JIS X 0208-1990 Level 1 and Level 2 characters plus other characters and encodings as defined in Adobe's Technical Note #5078 (Adobe-Japan1-2 Character Collection for CID-Keyed Fonts), dated December 4, 1994, for the Font Programs for Japanese Typefaces in CID-keyed font format listed below. Generic characters listed therein are not typeface specific. Identifying - ----------- Trademark Character Collection Trademark Owner - --------- ---------------------------------------- HeiseiMin-W3 Adobe-Japanl-2 Japan Standards Association Font Design Center HeiseiKakuGo-W5 Adobe-Japan1-2 Japan Standards Association Font Design Center I. Training None. J. Documentation: PostScript Language Addendum prepared by OKI, describing the features specific to the Authorized OKI Device and the means of accessing those features via the PostScript language. K. Designated Persons: (1) Technically qualified OKI person to respond to information requested by PSIP: Mr. Osamu Asada General Manager, Software Development Dept. Controller & Software Center Oki Data Corporation 3-1 Futaba-cho, Takasaki-shi, Gunma ###-###-####, Japan - -------------------------------------------------------------------------------- Final October 23, 2000 Page 6-16 OKI/PSIP LSA #3 CONFIDENTIAL - -------------------------------------------------------------------------------- Tel: +81 ###-###-#### Fax: +81 ###-###-#### (2) Technically qualified PSIP person to respond to information requested by OKI: Mr. Ivan Tang Peerless Systems Imaging Products Inc. 20415 72nd Ave. S., Suite 400, Kent, WA 98032 USA Tel: +1 ###-###-#### ex. 42 Fax: +1 ###-###-#### L. ADDITIONAL LICENSE GRANTED. (1) Object License. Subject to the provisions of the MTLA and this LSA #3 as well as the payment of all applicable License Fees for the term of such license, PSIP hereby grants to OKI the license provided for in Section 2.2 of the MTLA: (2) Use in Derivative Work. The Licensed Products, or a Derivative Work thereof created by PSIP, if it is to be incorporated in and distributed in a new product other than the Authorized OKI Device, or if it is to be incorporated in and distributed in an option thereto to the aforementioned Authorized OKI Device, requires the development of a separate Licensed System Addendum. The Derivative Work covered in this LSA #3 currently is limited to use in or with the Authorized OKI Devices set out in this LSA #3. If OKI hereinafter determines that the Licensed Products, or a Derivative Work thereof, in whole or in part, is to be used in a new product other than the Authorized OKI Devices, then PSIP and OKI would in good faith negotiate and sign an additional LSA for the `future' product(s). M. TERM AND TERMINATION. The term of this LSA #3 shall be coextensive with the term of the Object Code License granted under the MTLA. N. INDEMNIFICATION. OKI shall have the right, subject to the MTLA and this LSA #3, to control its development, manufacturing and marketing efforts. Accordingly, OKI shall, except to the extent that PSIP has indemnified OKI pursuant to the MTLA, defend itself against and from any and all losses or damages (including without limitation attorneys' fees and costs and all third party claims or demands of any type whatsoever) arising out of, incurred in connection with or relating to the OKI's development, manufacturing and marketing of the Authorized OKI Device and indemnify and hold harmless PSIP pursuant to the MTLA. O. PROPRIETARY RIGHTS AND CONFIDENTIALITY (1) PSIP's ownership of the Licensed Products and Derivative Works thereof are defined in Section 4 of the MTLA. (2) Rights not expressly granted to the OKI hereunder are reserved by the PSIP. The right to manufacture and distribute such modified code (i.e., a Derivative Work) other than for - -------------------------------------------------------------------------------- Final October 23, 2000 Page 7-16 OKI/PSIP LSA #3 CONFIDENTIAL - -------------------------------------------------------------------------------- the Authorized OKI Device requires a separate Licensed System Addendum. Without limiting the foregoing, OKI shall own all title and proprietary rights in any preexisting OKI intellectual property that OKI contributes to any such Derivative Work. (3) Without limiting any of OKI's obligations of confidentiality imposed pursuant to the MTLA, OKI shall (i) specifically require any employee and contractor of OKI to execute OKI's standard confidentiality and non-disclosure agreement(s) content of such agreement to be subject to PSIP's approval, which shall not be unreasonably withheld; (ii) notify PSIP promptly and in writing of any circumstances of which OKI has knowledge regarding any possible use of or access to any Confidential Information or any part thereof by any unauthorized person or entity; and (iii) take and allow PSIP to take, at OKI's expense but under PSIP's control, any legal or other action necessary to prevent or stop the access to or use of the Confidential Information by an person or entity that has gained access to the Confidential Information due to the fault or negligence of License or any breach by OKI of the MTLA or this LSA #3. (4) Any breach by OKI of any of its obligations under this Section O shall be considered to be Default of the provisions of the MTLA. P. AUDIT RIGHTS. PSIP shall have the right, not more frequently than once per year upon one (1) business day's prior notice, to have one (1) of its employees walk through and inspect any Authorized OKI Facility to determine whether OKI employs adequate security procedures as required in MTLA. Such walking through and inspection shall be (i) during OKI's regular business hours, (ii) arranged so that, to the extent possible, OKI's regular business activities are minimally disrupted and (iii) under the terms of an appropriate confidentiality agreement executed by such an employee. Q. AUTHORIZED OKI FACILITY: OKI may store and use the PSIP Materials (except for the Revised Object and the Host Software) only at the following Authorized OKI Facility: 3-1, Futabu-cho, Takasaki-shi, Gunma ###-###-####, Japan When the Authorized OKI Facility above will be changed, OKI will request a change and inform PSIP in writing of the substitute Authorized OKI Facility's name and address at least thirty (30) days in advance of said change. Said change shall require the written approval of PSIP, which approval by PSIP will not be unreasonably withheld. When OKI stores the duplicated PSIP Materials at a more than one Authorized OKI Facility, then any additional Authorized OKI Facility shall be deemed to be an Authorized OKI Facility thirty (30) days after OKI both (i) has notified PSIP in writing of the address of such additional facility and PSIP has approved in writing, and (ii) OKI has paid PSIP's then standard fee for adding an Authorized OKI Facility subject to the LSA. - -------------------------------------------------------------------------------- Final October 23, 2000 Page 8-16 OKI/PSIP LSA #3 CONFIDENTIAL - -------------------------------------------------------------------------------- IN WITNESS WHEREOF, OKI and PSIP have caused this Addendum No. 3 to be executed by their duty authorized representatives. PSIP: OKI: PEERLESS SYSTEMS IMAGING OKI DATA CORPORATION PRODUCTS, INC. By: /s/ Ron Davis By: /s/Masahiko Kawai --------------------- ------------------------ Printed Name: Ron Davis Printed Name: Masahiko Title: Vice President Worldwide Sales Tide: President & CEO Date: October 30, 2000 Date: October 26, 2000 - -------------------------------------------------------------------------------- Final October 23, 2000 Page 9-16 OKI/PSIP LSA #3 CONFIDENTIAL - -------------------------------------------------------------------------------- SCHEDULE 1 TO LSA NO. 3 AUTHORIZED OKI DEVICE FUNCTIONAL SPECIFICATION SUMMARY for Kanji: MICROLINE2030N MICROLINE2020N MICROLINE2020 1. Introduction This is the functional specification for the Oki MICROLINE2030N / MICROLINE2020N / MICROLINE2020 printers. This consists of a controller driving an Oki marking engine and Software to implement Adobe's PostScript(R)3(TM) Software revised by OKI for Authorized OKI Device. 2. Authorized OKI Device Summary Controller Design: * Controller CPU: * ROM: * Minimum RAM: * Communications: * Resolution: * Color/mono: * Marking engines speeds: * * Paper sizes: * Paper sources: * Paper output: * User Interface: * Other Emulations: * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. - -------------------------------------------------------------------------------- Final October 23, 2000 Page 10-16 OKI/PSIP LSA #3 CONFIDENTIAL - -------------------------------------------------------------------------------- Options: * Typefaces: * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. - -------------------------------------------------------------------------------- Final October 23, 2000 Page 11-16 OKI/PSIP LSA #3 CONFIDENTIAL - -------------------------------------------------------------------------------- SCHEDULE 2 TO LSA NO. 3 PRICING TABLE FOR KANJI: MICROLINE2030N MICROLINE2020N MICROLINE2020 Section #1 - Pricing for Authorized OKI Devices under LSA #3. Authorized OKI Device licensed under this LSA #3 shall be subject to the following Per Unit License Fee. "Bundled Product" in means that every unit of the designated Authorized OKI Devices shipped will contain Adobe PostScript(R) "Unbundled Product" means every unit of the designated Authorized OKI Devices may not contain Adobe PostScript(R). In the event that the Authorized OKI Device is offered for sale with Adobe PostScript(R) both as an option and as a standard feature (in this case as two versions of the same Authorized OKI Device), both versions will be considered as "Unbundled Products".
* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. - -------------------------------------------------------------------------------- Final October 23, 2000 Page 12-16 OKI/PSIP LSA #3 CONFIDENTIAL - -------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------
----------------------------------------------------------------- Table #2 -- Heisei Font Royalty Table (2 font minimum) ----------------------------------------------------------------- List Price of Authorized OKI Price Per Font in U.S. $ Device in Japanese Yen ----------------------------------------------------------------- * $* ----------------------------------------------------------------- * $* ----------------------------------------------------------------- * $* ----------------------------------------------------------------- * $* ----------------------------------------------------------------- * $* ----------------------------------------------------------------- * $* ----------------------------------------------------------------- * $* ----------------------------------------------------------------- * $* ----------------------------------------------------------------- * $* ----------------------------------------------------------------- * $* ----------------------------------------------------------------- *** Denotes greater than ** Denotes less than * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. - -------------------------------------------------------------------------------- Final October 23, 2000 Page 13-16 OKI/PSIP LSA #3 CONFIDENTIAL - -------------------------------------------------------------------------------- Table #3 - Pricing Table for Authorized OKI devices under this LSA #3
Section 2 - BLOCK LICENSE FEE OPTIONS. 2.0 Block License Fee Payment. PSIP has granted OKI an option of paying Block License Fee for Licensed Products contained in the Authorized OKI Device in lieu of the Per Unit License Fee as provided for in Section 1.1 of Schedule 2 to this LSA #3. If OKI elects such an option, OKI shall pay non-refundable, non-transferable and non-creditable payments of U.S. $* (*) due and payable as of the Effective Date. This Block License Payment shall be paid on the following dates: a) Payment of U.S$* (*) on or before * b) Payment of U.S.$* (*) on or before * c) Payment of U.S.$* (*) on of before * d) Payment of U.S.$* (*) on or before * 2.1 Block License Terms and Conditions. The terms and conditions of the Block License Fee to OKI are as follows. a) The utilization of the Block License Fee shall apply to the distribution of all Authorized OKI Devices named in LSA #1, LSA #2 and this LSA #3. Specifically such Authorized OKI Devices include: Okipage 14i, Microline 660PS, C7200, C7400, C9200, C9400, Microline 9055c, Microline 3050c, Microline 3020c, Microline 3010c, Microline 1055PS, Microline 1035PS, Microline 1032PS, Microline 2030N, Microline 2020N, and the Microline 2020. b) For the Authorized OKI Devices named in LSA #1, LSA #2 and LSA #3, the following reduced Per Unit License Fee as set out in Section 2.2 below shall apply to each Authorized OKI Device. However, for each of the Authorized OKI Devices named in LSA #1 or LSA #2, either (i) the Per Unit License Fees as stated in LSA #1 or LSA #2, or (ii) the Per Unit License Fee that contained in Section 2.2 below shall solely at OKI's discretion apply. c) OKI will apply the above stated Per Unit License Fee to the actual number of Authorized OKI Devices shipped and will thus calculate the equivalent earned Per Unit License Fee. * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. - -------------------------------------------------------------------------------- Final October 23, 2000 Page 14-16 OKI/PSIP LSA #3 CONFIDENTIAL - -------------------------------------------------------------------------------- d) The Per Unit License Fees stated below in Section 2.2 shall apply until the crediting of the equivalent earned Per Unit License Fee equals U.S. $* (*). e) Upon exhaustion of the U.S. $* Block License Fee, the following actions may take place: i) If OKI has executed additional Block License Fee for new Authorized OKI Device in which the Authorized OKI Devices named herein are also in part or in total named, prior to the exhaustion of the U.S. $* Block License Fee, then the Per Unit License Fee for such named Authorized OKI Devices maybe offset against those additional Block Licenses. ii) If OKI has not executed any such subsequent Block License, OKI at its sole discretion, may execute an additional Block License Fee for any Authorized OKI Device named in LSA#1, LSA#2 and this Addendum no.3 in an amount it determines under the same terms and conditions as enumerated herein. iii) OKI, at its sole discretion may decide not to purchase an additional Block License, in which case the Per Unit License Fee for each Authorize OKI Device would revert to the rate as defined in Section 1 herein. In regards to Authorized OKI Devices licensed in LSA #1 and LSA #2, the Per Unit License Fee will not exceed the Per Unit License Fee stated in each of the designated LSAs. iv) Unless otherwise negotiated between the parties, all future Block License Fees granted pursuant to the terms of this Schedule 2 to LSA #3 are due and payable upon the date of further Block License and shall be paid within thirty (30) days therefrom. f) It is agreed between the parties, that OKI upon the grant of License for future Authorized OKI Devices, may request and PSIP will issue additional Block License Fee under the following terms and conditions: i) Future Block License Fee will be issued in the denomination of U.S. $* when such Block License Fee are associated with Authorized OKI Devices licensed under new LSA. ii) The Per Unit License Fee as provided for in Section 2.2 below shall apply to any Authorized OKI Device licensed under new LSA. iii) At OKI's sole discretion, such future Block License Fees may also name, and be used to offset incurred Per Unit License Fees for previously licensed Authorized OKI devices. * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. - -------------------------------------------------------------------------------- Final October 23, 2000 Page 15-16 OKI/PSIP LSA #3 CONFIDENTIAL - -------------------------------------------------------------------------------- g) Any Block License Fee executed by both parties may, at OKI's sole discretion, be applied to any Authorized OKI Device(s) First Commercial Shipment of which occurs within ninety (90) days from the execution of Block License Fee. 2.2 License Fees for Authorized OKI Products authorized in LSA #1, LSA #2 or this LSA #3 under this Block License. In the case of any and each Authorized OKI Device named in LSA #1 or LSA #2, OKI may, at its sole discretion use either the Per Unit License Fees enumerated in Schedule 2 of each LSA or below under the Block License:
* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. - -------------------------------------------------------------------------------- Final October 23, 2000 Page 16-16 OKI/PSIP LSA #3 CONFIDENTIAL - -------------------------------------------------------------------------------- ------------------------------------------------------------- Table #5 - Morisawa Font Royal Table (2 font minimum) ------------------------------------------------------------- List Price of Authorized OKI Price Per Font in U.S. $ Device in Japanese Yen ------------------------------------------------------------- * $* ------------------------------------------------------------- * $* ------------------------------------------------------------- * $* ------------------------------------------------------------- * $* ------------------------------------------------------------- * $* ------------------------------------------------------------- * $* ------------------------------------------------------------- * $* ------------------------------------------------------------- * $* ------------------------------------------------------------- * $* ------------------------------------------------------------- * $* ------------------------------------------------------------- *** Denotes greater than ** Denotes less than * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. - -------------------------------------------------------------------------------- Final October 23, 2000 Page 17-16 OKI/PSIP LSA #3 CONFIDENTIAL - -------------------------------------------------------------------------------- ATTACHMENT 1 TO SCHEDULE 2 TO LSA NO. 3 SAMPLE FORM OF BLOCK LICENSE AGREEMENT Authorized OKI Device : (Model name) Amount of Block License : Payment Schedule : ///End - -------------------------------------------------------------------------------- Final October 23, 2000 Page 18-16
