Amendment No. 2 to Master Software License and Distribution Agreement between Top Tier Israel Ltd. and SAP AG

Summary

This amendment updates the payment terms of a software license and distribution agreement between Top Tier Israel Ltd. and SAP AG. It specifies that SAP AG will pay Top Tier Israel Ltd. a set license fee in eleven installments, with specific due dates and conditions for each payment. The amendment confirms that SAP has accepted the software products and that certain payments are non-refundable after acceptance. The agreement is signed by authorized representatives of both companies and is effective as of September 30, 2000.

EX-10.29 2 0002.txt MASTER SOFTWARE LICENSE EXHIBIT 10.29 Top Tier Israel Ltd. and SAP AG SOFTWARE LICENSE OEM/DISTRIBUTION AGREEMENT Amendment 2 September 30, 2000 WHEREAS, Top Tier Israel Ltd. and SAP AG have executed the Master Software License and Distribution Agreement for Embedded Products (the "Agreement"); WHEREAS, Top Tier Israel Ltd. and SAP AG have executed Amendment 1 dated June 1, 2000; WHEREAS, as of September 30, 2000 SAP AG has already paid to Top Tier Israel Ltd. license fees totaling USD [*]; WHEREAS, as of September 30, 2000 the Development Services had been completed and SAP irrevocably and unconditionally accepted the Software Products, effective July 15, 2000; NOW THEREFORE, Top Tier Israel Ltd. and SAP AG agree to amend the payment terms of section 8.3 as follows; 8.3 SAP shall pay Licensor for the rights granted under section 3 (Rights of SAP) the total sum of USD [*]. This license fee is payable in eleven installments; a) USD [*] are due within 30 days of the execution of this Agreement. Such payment is not subject to refund in case acceptance of the Software Products as per lit. b) below is denied by SAP. b) USD [*] are due within 30 days of the acceptance of the Software Products, August 15, 2000, after the Development Services have been completed, to include standard testing by [*] pilot customers of SAP as SAP would request pilot customers to test SAP Software. The Software Products are not deemed accepted in the case of delivery to partners and pilot customers of SAP for non productive use. Upon acceptance of the results of the Development Services payment per lit. b) shall not be refundable. c) USD [*] are due each quarter thereafter as follows: November 15, 2000 February 15, 2001 May 15, 2001 August 15, 2001 November 15, 2001 February 15, 2002 - -------------------------------------------------------------------------------- Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Ommissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. May 15, 2002 August 15, 2002 November 15, 2002 such that the entire USD [*] has been paid. IN WITNESS WHEREOF the parties hereto have executed this Amendment as of the date first above written. SAP AG By: /s/ Karl-Heinz Hess ----------------------------- Name: Karl-Heinz Hess --------------------------- Title: Extended Executive Board -------------------------- SAP AG By: /s/ G. Sohreider ----------------------------- Name: G. Sohreider --------------------------- Title: VP Corporate Policy -------------------------- Top Tier Israel Ltd. By: /s/ Shai Agassi ----------------------------- Name: Shai Agassi --------------------------- Title: Chairman --------------------------