exv10w56b



 




EXHIBIT 10.56b








June 26, 2003





Aspect Communications Corporation

1310 Ridder Park Drive

San Jose, California 95131-2313




		
	Re: 	Patent License Agreement and Mutual Release between Lucent Technologies

Inc. and Aspect Telecommunications Corporation Relating to Information

Handling Systems, Programs and Semiconductive Devices effective

January 1, 1998, (referred to as the “PLA”)









Dear Sir or Madam:




Based upon the recent discussions between our companies concerning the PLA, it
is proposed to amend the PLA as follows:




	 	1.	 	Except as set forth below, the terms and conditions of the PLA
remain in full force and effect. Any term in capital letters which is
defined in the PLA shall retain the meaning specified therein (unless
specifically modified herein).






	 	2.	 	This Letter Agreement shall be effective as of January 1, 2003.






	 	3.	 	Section 2.01(c) of the PLA shall be amended to read as follows:






“Two annual payments payable to LUCENT as follows:




Two million five hundred thousand U.S. dollars ($2,500,000)
royalty for calendar year 2003 payable on or before July 3, 2003;
and




Two million five hundred thousand U.S. dollars ($2,500,000)
royalty for calendar year 2004 payable on or before March 15,
2004.”





 





LUCENT/ASPECT PROPRIETARY










 






	 	4.	 	ASPECT agrees to forego and relinquish any rights that ASPECT
previously had under the PLA to elect not to extend the LIMITED PERIOD
under Section 2.01(d) of the PLA and under the Definition of LIMITED
PERIOD in the Definitions Appendix of the PLA. As such, subject to the
payment schedule set forth in this paragraph 4, the LIMITED PERIOD
shall extend through and including February 28, 2008. LUCENT and
ASPECT agree that Section 2.01(d) shall be amended to read as follows:






"(d) Three annual payments payable to LUCENT as follows:




Three million U.S. dollars ($3,000,000) royalty for calendar year
2005 payable on or before March 15, 2005.




Three million U.S. dollars ($3,000,000) royalty for calendar year
2006 payable on or before March 15, 2006.




Three million U.S. dollars ($3,000,000) royalty for calendar year
2007 payable on or before March 15, 2007.”




	 	5.	 	The payments that ASPECT is required to make to LUCENT under
paragraph 4 of this Letter Agreement shall be due even if ASPECT
exercises its right to terminate all or a portion of the licenses and
rights granted to it under Section 3.02(a) of the PLA or any other
Section of the PLA.






	 	6.	 	In the event that ASPECT fails to make the calendar year 2003
payment required on or before July 3, 2003 by paragraph 3 of this
Letter Agreement, this entire Letter Agreement shall be null and void
and the rights and obligations of the parties under the PLA shall
continue as specified in the PLA.






	 	7.	 	Any payments made by ASPECT under this Letter Agreement are
non-refundable.






	 	8.	 	Section 2.01(e) of the PLA shall be amended to read as follows:






“Overdue payments hereunder shall be subject to a late payment
charge calculated at an annual rate of six percentage points (6%)
over the prime rate or successive prime rates (as posted in New
York City) during delinquency. If the amount of such charge
exceeds the maximum permitted by law, such charge shall be reduced
to such maximum.”




	 	9.	 	ASPECT shall mean Aspect Communications Corporation, a California
corporation having an office at 1310 Ridder Park Drive, San Jose,
California 95131-2313. Any notice or other communication hereunder
shall be sufficiently







2




LUCENT/ASPECT PROPRIETARY









 






	 		 	given to ASPECT when sent by certified mail addressed to General Counsel,
Aspect Communications Corporation at the foregoing address. Aspect
Communications Corporation is the same legal entity as Aspect
Telecommunications Corporation; the articles of incorporation of Aspect
Telecommunications Corporation were amended to change the name of the
company to Aspect Communications Corporation.






If you agree with the foregoing, please so indicate by signing and dating this
Letter Agreement in the spaces provided below, and returning such signed Letter
Agreement to us.




Very truly yours,




LUCENT TECHNOLOGIES INC.




	 	 	 
	By:	 	
/s/ D. L. Padilla
	 	 	


	 	 	
D. L. Padilla
	 	 	
President, Intellectual Property Business
	 	 	 
	Date:	 	
6/26/03
	 	 	








ACCEPTED AND AGREED TO:




ASPECT COMMUNICATIONS CORPORATION




	 	 	 	 	 	 	 	 	 
	By:	 	
/s/ Gary A. Wetsel	 	 	 	 	 	 
	 	 	

	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name:	 	
Gary A. Wetsel
	 	 	 	APPROVED	 	 
	 	 	

	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Title:	 	
Exec. VP CFO
	 	 	 	Aspect Legal	 	 
	 	 	

	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Date:	 	
6/27/03
	 	 
	 	/s/ sy
	 	 
	 	 	


	 	 	 	
	 	 
	 	 	 	 	 	 	Signature	 	 







3




LUCENT/ASPECT PROPRIETARY