exv10w23







	 	 	 	 	 



Exhibit 10.23




CONFIDENTIAL TREATMENT REQUEST

Confidential




AMENDMENT TO THE TECHNOLOGY LICENSE AND SERVICES AGREEMENT



By their signatures below, Phoenix Technologies Ltd. (“Phoenix”) and Quanta Computer, Inc.
(“Licensee”) agree to amend the Technology License and Services Agreement dated as of December 31,
2004 (Phoenix Agreement No. 60120100) (as amended from time to time, the “Agreement”), as set forth
below. Phoenix and Licensee agree that (i) except as expressly set forth herein, each and every
provision of the Agreement shall remain in full force and effect; and (ii) the programs and
services listed in this Amendment shall be governed by the terms and conditions of the Agreement.
This Amendment shall be effective as of October 1, 2009 (the
“Amendment Effective Date”). Unless otherwise defined herein, capitalized terms used without
definition have the respective meanings ascribed to those terms in the Agreement.



Pursuant to the terms and conditions of this Amendment, Phoenix and Licensee agree to the
following:



I. Add Supplement XXI to “Attachment I — Licenses and Services” of the Agreement; and



II. Modify certain provisions of the Agreement.



This Amendment is expressly contingent upon Licensee’s execution on or before October 30, 2009. In
the event this Amendment is not signed by Licensee on or before October 30, 2009, then the terms
and conditions set forth in this Amendment will be null and void.




	 	 	 	 	 	 	 	 	 
	Phoenix:

	 	Phoenix Technologies Ltd.
	 	 	 	Licensee:
	 	Quanta Computer, Inc.
	 
	 	 	 	 	 	 	 	 
	Signature:

	 	 	 	 	 	Signature:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 	 	 





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THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTION.





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CONFIDENTIAL TREATMENT REQUEST

Confidential



I. The parties agree to add Supplement XXI to “Attachment I —  Licenses and Services” of the Agreement as follows:




ATTACHMENT I — LICENSES AND SERVICES

SUPPLEMENT XXI




	 	 	 	 	 	 	 	 	 
	Item	 	Products and Services	 	Units	 	Per Unit Fee	 	Total Fees
	1.0.0

	 	Program (Object Code) Licenses:	 	 	 	 	 	 
	 

	 	(see Special Requirements: Sections A, B, D)	 	 	 	 	 	 
	1.1.0

	 	Royalty Prepayment
	 	[***]
	 	[***]
	 	[***]
	1.1.1

	 	SecureCore Mobile — Object Code
	 	See Special
Requirements
Section D-1
	 	See Special
Requirements
Section D-1
	 	—
	1.1.2

	 	MicroCore Low-Cost Notebook — Object Code
	 	See Special
Requirements
Section D-1
	 	See Special
Requirements
Section D-1
	 	—
	 
	 	 	 	 	 	 	 	 
	2.0.0

	 	Source Code Licenses:	 	 	 	 	 	 
	 

	 	(see Special Requirements: Sections A, B, E)	 	 	 	 	 	 
	2.1.0

	 	Chipset Modules — Source Code
(to be determined)
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 
	3.0.0

	 	Tool Licenses:	 	 	 	 	 	 
	 

	 	(see Special Requirements: Sections A, B, F)	 	 	 	 	 	 
	3.1.0

	 	Two (2) program set consisting of
Item 3.1.1 and Item 3.1.2:
	 	[***]
	 	[***]
	 	[***]
	3.1.1

	 	Tool Subscription License — Redistribution
and Internal Use
	 	—
	 	—
	 	—
	3.1.2

	 	Tool Subscription Maintenance
	 	—
	 	—
	 	—
	 
	 	 	 	 	 	 	 	 
	4.0.0

	 	Support Services:	 	 	 	 	 	 
	 

	 	(see Special Requirements: Sections A, B, G)	 	 	 	 	 	 
	4.1.0

	 	CSS Standard Support Services
	 	[***]

person days
	 	—
	 	See Special
Requirements
Section G-2
	 
	 	 	 	 	 	 	 	 
	 

	 	Total Fees
	 	—
	 	—
	 	[***]
	 

	 	(see Special Requirements: Sections A, B, C)	 	 	 	 	 	 





Special Requirements: The parties hereby agree the following Special Requirements
shall apply to this Supplement XXI:





	A.	 	Definitions. The following definitions shall apply to this Supplement XXI and such
definitions shall supersede any other previous definition for the corresponding defined term
as may be set forth in the Agreement or any other amendment thereto:






	 	A-1 	 	 “April 2007 Amendment” means the amendment to the Agreement dated April 2, 2007,
bearing agreement number 60120120, which sets forth the provisions for Source Code
licensing.
	 
	 	A-2 	 	 “Computing Device” means a computing device that utilizes one of the Processors but
does not incorporate or enable any of the Third Party Technologies.




THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTION.




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CONFIDENTIAL TREATMENT REQUEST

Confidential





	 	A-3 	 	 “Cumulative Payment” means, at any time during the License Term, the then-current sum
of all Installment Amounts set forth on the Installment Payment Schedule (as defined in
Section C below) that have been paid by Licensee to Phoenix.
	 
	 	A-4 	 	 “Cumulative Royalties Reported” means, at any time during the License Term, the
then-current cumulative royalties reported by Licensee to Phoenix pursuant to Section 5.2
of the Agreement.
	 
	 	A-5 	 	 “December 2005 Amendment” means the amendment to the Agreement dated December 23,
2005, bearing agreement number 60120106, which sets forth the provisions for CSS Standard
Support Services.
	 
	 	A-6 	 	 “February 2007 Amendment” means the amendment to the Agreement dated February 26,
2007, bearing agreement number 60120118, which sets forth the provisions for Source Code
licensing.
	 
	 	A-7 	 	 “License Term” means the term of the Program (Object Code) licenses set forth in this
Supplement XXI, which shall be for the period from the Program Licenses Start Date through
December 31, 2011.
	 
	 	A-8 	 	 “October 2007 Amendment” means the amendment to the Agreement dated October 15, 2007,
bearing agreement number 60120123, which sets forth the provisions for the Tool
Subscription License and October 2007 Royalty Prepayment.
	 
	 	A-9 	 	 “October 2007 Royalty Prepayment” means the royalty prepayment set forth in Supplement
XVIII, Item 1.1.0 of the October 2007 Amendment.
	 
	 	A-10 	 	 “Per Unit Fee” means the applicable per unit fee set forth in Item 1.1.1 and Item 1.1.2 of this Supplement XXI.
	 
	 	A-11 	 	 “Processor” means one (1) of the following processors: [***].
	 
	 	A-12 	 	 “Program Licenses Start Date” means the earlier of the following two dates: (i) the
date that Licensee has exhausted the October 2007 Royalty Prepayment (defined in Section
II) pursuant to the provisions of the October 2007 Amendment (defined in Section II) or
(ii) [***].
	 
	 	A-13 	 	 “Program Licenses” means the “SecureCore — Object Code”, “MicroCore — Object Code” and
“MultiKey — Object Code” licenses set forth in Item 1.1.1 and Item 1.1.2 of this
Supplement XXI.
	 
	 	A-14 	 	 “Royalty Difference” means the result of the following calculation: Cumulative
Royalties Reported — Cumulative Payment.
	 
	 	A-15 	 	 “Royalty Prepayment” means a prepaid credit against the Program Licenses at the
applicable Per Unit Fee, as set forth in Item 1.1.0 of this Supplement XXI.
	 
	 	A-16 	 	 “Source Licenses Start Date” means the earlier of the following two dates: (i) the
date that Licensee has exhausted the number of Source Code licenses in the amount of
[***] Chipset Modules — Source Code, pursuant to the terms of the October 2007
Amendment or (ii) [***].
	 
	 	A-17 	 	 “Source Term” means the term of the Source Code licenses set forth in this Supplement
XXI, which shall be for the period from the Source Licenses Start Date through December
31, 2011.
	 
	 	A-18 	 	 “Support Services Term” means the term for the Support Services set forth in this
Supplement XXI, which shall be for the period from October 1, 2009 through December 31,
2011.
	 
	 	A-19 	 	 “Third Party Technologies” means the following technologies:





	 	 	 
	Third Party	 	Technology
	[***]

	 	[***]
	[***]

	 	[***]
	[***]

	 	[***]







	 	A-20 	 	 “Tool Subscription License” means the Tool Subscription License — Redistribution and
Internal Use (including Tool Subscription Maintenance), as set forth in Item 3.1.0
(including Item 3.1.1 and Item 3.1.2) of the October 2007 Amendment (and restated in Item
3.1.0, including Item 3.1.1 and Item 3.1.2, of this Supplement XXI).




THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTION.




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	 	A-21 	 	 “Tool Term” means the term of the Tool Subscription License set forth in Item 3.1.0 of
this Supplement XXI, which shall be for the period from January 1, 2010 through December
31, 2011.






	B.	 	Currency. All fees set forth in this Supplement XXI are in United States currency.
	 
	C.	 	Payment. Licensee agrees to pay Phoenix the Royalty Prepayment and other fees in
the aggregate amount of [***], in United States currency, for the licenses and
services set forth in this Supplement XXI. Such fees shall be paid by Licensee to Phoenix in
installments (“Installment Amounts”) as set forth in the following schedule (the “Installment
Payment Schedule”):





	 	 	 
	Payment Due Date	 	Installment Amount Payable
	[***]

	 	[***]
	[***]

	 	[***]
	[***]

	 	[***]
	[***]

	 	[***]
	[***]

	 	[***]
	[***]

	 	[***]
	[***]

	 	[***]







	 	C-1 	 	 Phoenix will send an invoice to Licensee thirty (30) days prior to each Payment Due
Date set forth above.
	 
	 	C-2 	 	 Licensee’s obligation to pay the fees set forth in this Amendment is absolute, and
such license fees are non-cancelable and non-refundable.






	D.	 	Object Code Licenses.






	 	D-1 	 	 The Per Unit Fee and additional restrictions and obligations for the Program Licenses
shall be as follows:





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Operating	 	 
	 	 	 	 	 	 	System that	 	 
	 	 	 	 	 	 	Licensee	 	 
	 	 	 	 	 	 	Product	 	Additional
	 	 	 	 	 	 	is based	 	Restrictions,
	 	 	 	 	 	 	upon or has	 	Requirements
	 	 	 	 	 	 	the ability to	 	and Rights
	 	 	 	 	Per Unit	 	execute (see	 	(see key
	Program Licenses	 	Quantity	 	Fee	 	key below)	 	below)
	SecureCore Mobile — Object
Code

	 	[***]

(See Footnote 1)
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 
	MicroCore Low-Cost
	 	 	 	 	 	 	 	 
	
Notebook — Object Code

	 	[***]

(See Footnote 2)
	 	[***]
	 	[***]
	 	[***]







	 	 	 	Key — Operating System
	 
	 	 	 	[***]
	 
	 	 	 	Key — Additional Restrictions, Requirements and Rights:
	 
	 	 	 	[***]




THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTION.




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	 	 	 	Footnote 1: During the License Term, all SecureCore Mobile — Object Code
Program Licenses distributed with or incorporated into Licensee Products shall be
aggregated for purposes of determining the next applicable quantity bracket and Per Unit
Fee. At the beginning of the License Term the number of units shall begin at quantity 1.
	 
	 	 	 	Footnote 2: During the License Term, all MicroCore Low-Cost Notebook — Object
Program Licenses distributed with or incorporated into Licensee Products shall be
aggregated for purposes of determining the next applicable quantity bracket and Per Unit
Fee. At the beginning of the License Term the number of units shall begin at quantity 1.
	 
	 	D-2 	 	 For the License Term, the Royalty Prepayment shall authorize Licensee to distribute,
in compliance with the provisions of this Amendment and the Agreement, copies of the
Program Licenses at the applicable Per Unit Fee for use with or incorporation into
Licensee Products.






	 	D-2-1 	 	 During the License Term, Licensee shall provide Phoenix with monthly
royalty reports pursuant to Section 5.2 of the Agreement, stating the number of units
of Program Licenses distributed by Licensee during the reporting period and the
applicable Per Unit Fee(s). The aggregate Per Unit Fees reported shall be deducted
from the Royalty Prepayment.






	 	D-2-2 	 	 At any time during the License Term, if the Cumulative Royalties Reported
exceeds the Cumulative Payment, then Licensee agrees to accelerate payment to Phoenix
of the Royalty Difference; whereby any Royalty Difference shall be deducted starting
from the last Installment Amount payable to Phoenix as set forth in the Installment
Payment Schedule. Payment of any Royalty Difference will be due and payable by
Licensee to Phoenix upon the earlier of: (a) net thirty (30) day terms from the
Phoenix invoice date or (b) the last day of the calendar quarter that
Phoenix calculated any Royalty Difference due to Phoenix. The Phoenix invoice for the
final Installment Amount payable to Phoenix as set forth in the Installment Payment
Schedule shall be net of any previous deductions for any Royalty Differences paid by
Licensee to Phoenix during the License Term.
	 
	 	D-2-3 	 	 Prior to the end of the License Term, if the Royalty Prepayment has been
exhausted by Licensee’s distribution of the Program Licenses, then for the remainder
of the License Term, Licensee shall provide royalty reports to Phoenix, as set forth
in Section 5.2 of the Agreement. Notwithstanding the terms of Section 5.2 of the
Agreement, Licensee shall provide such royalty reports to Phoenix on or before the
tenth (10th) day after the end of each month, Royalties at the applicable Per Unit
Fee shall be due and payable by Licensee to Phoenix on net thirty (30) day terms from
Phoenix’s invoice date.
	 
	 	D-2-4 	 	 At the end of the License Term, if the Royalty Prepayment has not been
exhausted by Licensee’s distribution of the Program Licenses, then Licensee shall not
have any right to deduct any Per Unit Fees from the remaining Royalty Prepayment
amount for the distribution of Program Licenses.
	 
	 	D-2-5 	 	 At the end of the License Term, Licensee may license additional copies of
the SecureCore — Object Code and MicroCore — Object Code Programs from Phoenix, at
Phoenix’s then current per unit fees. The parties agree to set forth in writing the
terms and provisions for such additional licenses and associated fees.






	E.	 	Source Code Licenses.






	 	E-1 	 	 Subject to the provisions of “Attachment VII — Source Code License” of the Agreement,
the February 2007 Amendment and the April 2007 Amendment, Licensee is authorized to use and
have the Source Code, as set forth in this Supplement XXI, at the following authorized
location: Quanta Computers, Inc., No. 188, Wen Hwa 2nd Road, Kei Shan Hsiang, Tao Yuan
Shien, Taiwan, R.O.C.






	 	E-1-1 	 	 Subject to Section E-1-2 of these Special Requirements, in the event that
Licensee desires to add a facility or provide notification of a change in address of
a facility, then Licensee will provide written notification to Phoenix, where such
notification may be via electronic mail to ptec_legal@phoenix.com.
	 
	 	E-1-2 	 	 Licensee shall not allow the Source Code set forth in this Supplement XXI
to be accessed by any facilities operated by affiliates, manufacturers or contractors
of Licensee, unless the parties agree in writing to additional license rights and
payment of fees, as applicable.






	 	E-2 	 	 Subject to the provisions of the February 2007 Amendment and April 2007 Amendment,
during the Source Term, Licensee shall be entitled to up to [***] Chipset Module
Source Code licenses. Licensee will select such Chipset Module Source Code licenses from
Phoenix’s list of commercially available chipset modules, if and when available, for the
specified code base Source Code. Licensee shall obtain these licenses by providing Phoenix
with an




THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTION.




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	 	 	 	authorization form (included in Exhibit A of the April 2007 Amendment) identifying
(i) the Chipset Module(s); and (ii) the super I/O, clock generator and/or programmable
sensor, as applicable.






	 	E-2-1 	 	 Prior to the end of the Source Term, if Licensee has utilized all of the
Chipset Module Source Code licenses set forth in Item 2.1.0 of this Supplement XXI,
and Licensee desires to license additional Chipset Module Source Code, then the
applicable provisions for such additional licenses and associated fees shall be as set
forth in the February 2007 Amendment and the April 2007 Amendment.
	 
	 	E-2-2 	 	 At the end of the Source Term, if Licensee has not utilized all of the
Chipset Module Source Code licenses set forth in Item 2.1.0 of this Supplement XXI,
then the remainder of the Chipset Module Source Code licenses shall expire and no
longer be available.






	F.	 	Tool Subscription License Renewal.






	 	F-1 	 	 Subject to the payment of the license fees set forth in Item 3.1.0 of this Supplement
XXI and the terms and conditions set forth in Section F of the October 2007 Amendment, the
parties hereby agree the Tool Subscription License shall be renewed for an additional
period. Such additional period shall be the Tool Term.






	G.	 	Support Services.






	 	G-1 	 	 Subject to the provisions of the December 2005 Amendment, during the Support Services
Term, Phoenix agrees to provide the number of person days of Support Services set forth in
Item 4.1.0 of this Supplement XXI. The Support Services will be conducted at Phoenix’s
offices located in Taiwan and/or the People’s Republic of China.
	 
	 	G-2 	 	 The fees for the number of person days of Support Services set forth in Item 4.1.0 of
this Supplement XXI, are included in the Per Unit Fees for the Program Licenses; subject
to the following provisions:






	 	G-2-1 	 	 Prior to the end of the Support Services Term, if Licensee has used all of
the person days of Support Services set forth in Item 4.1.0 of this Supplement XXI,
and Licensee desires to obtain additional person days of Support Services, then the
parties agree to set forth in writing the terms for such additional person days of
Support Services at Phoenix’s then current per person day fee(s).
	 
	 	G-2-2 	 	 At the end of the Support Services Term, if Licensee has not used all of
the person days of Support Services set forth in Item 4.1.0 of this Supplement XXI,
then the remaining person days of Support Services shall expire and no longer be
available.





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THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTION.




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	II.	 	The parties agree to modify the Agreement as follows:
	 
	A.	 	Definitions. For purposes of this Section III of this Amendment, the following
definitions shall be applicable:






	 	A-1 	 	 “July 2008 Royalty Prepayment” means the royalty prepayment set forth in Supplement
XIX, Item 1.1.0 of the July 2008 Amendment.
	 
	 	A-2 	 	 “July 2008 Amendment” means the amendment to the Agreement dated July 1, 2008, bearing
agreement number 60120125, which sets forth the July 2008 Royalty Prepayment.
	 
	 	A-3 	 	 “October 2007 Royalty Prepayment” means the royalty prepayment set forth in Supplement
XVIII, Item 1.1.0 of the October 2007 Amendment.
	 
	 	A-4 	 	 “October 2007 Amendment” means the amendment to the Agreement dated October 15, 2007,
bearing agreement number 60120123, which sets forth the October 2007 Royalty Prepayment.






	B.	 	Additional SecureCore Licenses.






	 	B-1 	 	 Rather than Licensee providing royalty reports as set forth in Section D-2-2 of the
October 2007 Amendment, the parties hereby agree to enter into a new royalty prepayment
arrangement. Section I of this Amendment sets forth the provisions of such new royalty
prepayment arrangement. In addition, notwithstanding the provisions of Section D-2-2 of the
October 2007 Amendment, the parties further agree that the per unit fee for distribution of
Program Licenses with or incorporated into Licensee Products shall be at the Per Unit Fee
as set forth above in Section I of this Amendment.
	 
	 	B-2 	 	 Rather than Licensee providing royalty reports as set forth in Section D-3-2 of the
July 2008 Amendment, the parties hereby agree to enter into a new royalty prepayment
arrangement. Section I of this Amendment sets forth the provisions of such new royalty
prepayment arrangement. In addition, notwithstanding the provisions of Section D-3-2 of the
July 2008 Amendment, the parties further agree that the per unit fee for distribution of
Program Licenses with or incorporated into Licensee Products shall be at the Per Unit Fee
as set forth above in Section I of this Amendment.






	C.	 	Additional Modifications.






	 	C-1 	 	 The parties agree to modify Section A(2)(b)(i) and B(2)(b)(ii) of “Attachment III -
Object Code License” as follows: After “TrustedCore programs”, add “SecureCore programs
and MicroCore programs”.
	 
	 	C-2 	 	 The parties agree to modify Section A(2) of “Attachment VII — Source Code License” as
follows: After “TrustedCore programs”, add “SecureCore programs and MicroCore programs”.
	 
	 	C-3 	 	 The parties agree to modify Section E(3)(a) and E(3)(b) of “Attachment VII — Source
Code License” as follows: After “TrustedCore programs”, add “SecureCore programs and
MicroCore programs”.





[Remainder of this page — intentionally left blank]



THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTION.





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