exv10w2







***INDICATES THAT TEXT HAS BEEN OMITTED WHICH IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. THIS
TEXT HAS BEEN FILED SEPARATELY WITH THE SEC.





Exhibit 10.2




Amendment No. 2 to the

License Agreement for Commercial Use of MySQL® Software




          This Amendment No. 2 (“Amendment”) is entered into by and between MySQL Americas, Inc.
(formerly MySQL Inc.) (“Licensor”) and Sourcefire, Inc. (“Licensee”) as of June 30, 2009 (the
“Amendment 2 Effective Date”).




          Licensee and Licensor entered into an agreement entitled “License Agreement for Commercial Use
of MySQL Software” effective June 13, 2005, amended by Amendment No. 1 on or about December 29,
2006 (collectively as amended by Amendment No. 1, the “Agreement”). In exchange for good and
valuable consideration, the adequacy of which is hereby acknowledged, Licensee and Licensor hereby
amend the Agreement as of the Amendment 2 Effective Date, as follows:




1. Licensor. Licensee acknowledges that Licensor has changed its name from MySQL Inc. to
MySQL Americas, Inc. All references in the Agreement to “MySQL Inc.” are hereby changed to “MySQL
Americas, Inc.” Licensor’s address for notices is changed to the following:


MySQL Americas, Inc.

c/o Sun Microsystems, Inc.

4150 Network Circle

Santa Clara, CA 95054 USA

Attention: MySQL Legal Group




2. Definitions. The following definitions are modified or added to Section 1 of the
Agreement:




a. Product. The definition of “Product” in Section 1 of the Agreement is amended as
follows:




In the definition of “Product”, (i) the words “means an arrangement of software that includes
and connects only the following components” are changed to ““means an arrangement of software
that includes and connects at least the following components”, (ii) the word “and” is inserted
immediately prior to subsection (c), and (iii) subsection (d) thereof is deleted in its
entirety.




b. Download Website. A new definition for “Download Website” is added to Section 1 of
the Agreement as follows:




“Download Website” means the Licensor website for commercial software downloads at
http://oem.mysql.com or an alternative site that Licensor may notify to Licensee from time to
time with respect to Licensed Software downloads by website redirection, email, or as set forth
in the notices provision hereof.”



3. Downloads. In Section 2.1 of the Agreement, the words “MySQL AB Website” are changed to
“Download Website”. In Section 3 of the Agreement, both uses of the words “MySQL Website” are
changed to “Download Website.” In Section 1 of Attachment A, the text “http://mysql.mysql.com” is
changed to “Download Website”. The following sub-section (g) is added to Section 2.1 of the
Agreement: “and (g) except for any InnoDB software, use the Product Source Code, only as has been
made available to Licensee as of the Amendment No. 2 Effective Date or as may be made available at
the Download Website in Licensor’s sole discretion, solely to facilitate the integration in 2.1(b)
above provided that Licensee does not modify the source code other than the changes that may
automatically occur during compilation of source code into object code.



4. Not GPL Software. The second paragraph of Section 3 of the Agreement and the definition
of “GPL License” in Section 1 of the Agreement are deleted in their entirety.



5. Currency. In the second sentence of Section 4.1 of the Agreement, the phrase “Euros or”
is hereby deleted.



6. Term of Agreement. Section 5.1 of the Agreement is deleted in its entirety and replaced
with the following:




“5.1 This Agreement shall continue in effect from the Effective Date through June 30, 2014,
unless earlier terminated as provided below.”



7. Trademarks. In Section 6.3 of the Agreement, both uses of the words “MySQL AB” are
deleted and in each case replaced with the phrase “Sun Microsystems, Inc. or its subsidiaries”.



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8. Support in Disclaimer. The second sentence of Section 8 of the Agreement is amended by
replacing each reference to “Licensed Software” with a reference to “Licensed Software and
Support.” The fourth sentence of Section 8 of the Agreement is amended by replacing each reference
to “Licensed Software” with a reference to “Licensed Software or Support.”



9. Remedies. In Section 9.2 of the Agreement, after the phrase “in the event Licensor is
obligated to indemnify Licensee under Section 9.1 above” the following text is added: “or if
Licensor receives information about an infringement claim related to Licensed Software”. Further,
in Section 9.2(b) the phrase “substantially performs to the Documentation as of the Effective Date”
is deleted and replaced with the phrase “substantially performs in accordance with the
Documentation current as of the date of the Licensor Claim”.



10. Licensed Software. In Section 1 of Attachment A of the Agreement, the following text
is appended to the first sentence:




“, limited to the code obtained by Licensee from the Download Website. Licensed Software also
includes the then-current version of supporting software MySQL Connector/J, MySQL
Connector/ODBC, MySQL Connector/MXJ, and MySQL Connector/Net), provided that supporting software
may only be used along with a copy of the database software portion of Licensed Software.”



11. Sourcefire Software. Section 2 of Attachment A of the Agreement is deleted in its entirety and
replaced with the following:




2. Definition of Sourcefire Software. “Sourcefire Software” means Licensee’s network security
application(s), now existing or later developed, licensed or acquired, as well as any updates,
upgrades, new versions, translations, localizations or natural successors thereof, including but
not limited to Licensee’s applications identified below:



	 	 	 
	Application Name	 	Functional Description
	Sourcefire Intrusion Prevention
System (IPS)

	 	The combination of signature,
protocol, and anomaly-based
inspection methods to achieve
attack detection and prevention
capability.
	 
	 	 
	Sourcefire RNA (Real-time Network
Awareness)

	 	The use of passive network
discovery, behavioral profiling
and integrated vulnerability
management technologies
	 
	 	 
	Sourcefire Defense Center

	 	The integration and correlation of
threat information to prioritize
security threats







In the event Licensee acquires a third party company or product after the Amendment No. 2
Effective Date, then absent Licensor’s express written consent or pursuant to the terms and
conditions of a subsequent amendment to this Agreement, which the parties agree to negotiate in
good faith, no such after-acquired product shall be deemed “Sourcefire Software” under the
Agreement to the extent their distribution of Licensed Software is pursuant to separate
agreement with Licensor. Further, in the event Licensee is acquired by a third party company,
then absent Licensor’s express written consent or pursuant to the terms and conditions of a
subsequent amendment to this Agreement, which the parties agree to negotiate in good faith, the
products of the acquiring company as of the consummation of the acquisition shall not be deemed
“Sourcefire Software” under the Agreement. Licensee agrees to provide Licensor with prompt
written notice prior to its initial distribution of Licensed Software as part of Products which
include any such newly acquired products as “Sourcefire Software” during the Term of this
Agreement.



12. License & Support Purchase. In Section 4.1 of Attachment A of the Agreement, the
phrase “the Term” in the first sentence is deleted and replaced with the phrase “the term of the
Agreement through December 31, 2010”. The following is added to Attachment A as Section 4.1.1:




“4.1.1 Fees. In exchange for the unlimited right during the period of the Agreement
from January 1, 2011 through June 30, 2014 to copy and distribute up to *** units of the
Licensed Software as part of Products, including without limitation, the Licensed Software
MySQL® ClassicTM, Licensee hereby irrevocably commits to pay a license and support fee of
$***, due upon the Amendment 2 Effective Date and payable within 30 days of the date of
Licensor’s invoice therefore. Subject to the terms and conditions of this Agreement, the
foregoing fee shall entitle Licensee to the following (itemized portions of the fee listed above
are shown to the right of each description):



	 	 	 	 	 
	(a) distribute up to *** units of the Licensed Software as
part of Products from July 1, 2009 through June 30, 2014;
	 	$	***	 
	(b) source code internal use license
	 	$	***	 






Confidential






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	(c) receive Support (as defined below) from January 1, 2011
through June 30, 2014; and
	 	$	***	 
	(d) unlimited upgrades of the Products, including without
limitation previously deployed Products, to any subsequent
generally available Licensed Software versions released by
MySQL during the term of this Agreement, no matter the form of
the version number listed by Licensor (i.e., all maintenance
releases and major releases, including version number changes
to either side of the decimal point).”
	 	***	 






13. Support Features. Attachment C of the Agreement is superseded by the then-current
description of MySQL OEM Support features, available at
http://www.mysql.com/about/legal/mysqloemsupport.pdf as of the Amendment 2 Effective Date. In
Section 5.1 of Attachment A of the Agreement, the phrase “the terms and conditions of Attachment C
hereof” is replaced with the phrase “Licensor’s then-current OEM Support features”. The parties
agree to extend Extended Support for MySQL version 4.1 from December 31, 2009 until December 31,
2010. The parties further agree to add Vintage Support (“Vintage Support”) for MySQL version 4.1
from January 1, 2011 to June 30, 2012, consisting of the following: (a) 24x7 assistance from
technical support engineers, (b) access to knowledge bases, (c) access to pre-existing fixes for
Licensee’s, where pre-existing means Software updates created prior to start of Vintage Phase, (d)
assistance in upgrading to newer MySQL versions from “Vintage” versions, and (e) up to 20 hours
Level 3 support provided by engineering through support engineers under (a) to assist in Licensee’s
troubleshooting and fixing the Supported code. In the event Licensee starts using MySQL version 5.1
or a more recent release, Licensor shall provide Vintage Support on that release through June 30,
2014. Except as set forth hereunder, Support is subject to the then-current offering and policies,
including Licensor’s lifecycle policy (http://www.mysql.com/about/legal/lifecycle/), and Vintage
Support will not cover Bug Fixes, which would be charged on a per fix NRE time basis.



14. Miscellaneous. Each of the parties represents and warrants that it has the corporate
power, capacity and authority to enter into and perform its obligations under this Amendment.
Capitalized terms used in this Amendment shall have the same meaning as defined in the Agreement
unless otherwise defined herein. Except as specifically provided in this Amendment, the terms and
conditions of the Agreement shall remain in full force and effect. Together, the Agreement and this
Amendment constitute the entire agreement between the parties, and supersede any and all prior
negotiations, representations, correspondence, understandings and agreements with respect to the
subject matter of the Agreement and this Amendment. To the extent of any inconsistency between the
Agreement and this Amendment, this Amendment shall supersede and govern. This Amendment may be
executed in counterparts, which together shall constitute one document and be binding on all of the
parties hereto.



This Amendment is executed on behalf of each party by its duly authorized representative.



	 	 	 	 	 
	MySQL Americas, Inc.

	 	 	 	Sourcefire, Inc.
	 
	 	 	 	 
	 

	 	 	 	Check the applicable box:
	 
	 	 	 	 
	 

	 	 	 	þ Licensee policy does not require a purchase
order for payment. By signing this Amendment,
Licensee agrees to pay Licensor without issuance
of a purchase order.
	 
	 	 	 	 
	 

	 	 	 	o Licensee policy requires a purchase order for
payment. Licensee is submitting a purchase order
with this Amendment.
	 
	 	 	 	 
	By: /s/ Lesley Lloyd Young

	 	 	 	By: /s/ Todd P. Headley
	 

	 	 	 	 

	Name: Lesley Lloyd Young

	 	 	 	Name: Todd P. Headley
	Title: Director, Volume Sales, Sun Software

	 	 	 	Title: CFO
	Date: 7-7-09

	 	 	 	Date: 30 June 2009






Confidential




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