Exhibit
10.19


 


STRATEGIC
ALLIANCE AGREEMENT AMENDMENT No. 5


 


The Strategic Alliance Agreement by and among SAP AG,
SAP Markets, Inc. (collectively “SAP”) and Commerce One, Inc. (now named
Commerce One Operations, Inc.) (“Commerce One” and, collectively with SAP, the
“Parties”) dated September 18, 2000, including all amendments (collectively,
the “SAA”), is further amended by the addition of this Amendment No. 5
(“Amendment”), which is effective December 20, 2002 (“Effective Date”).  As of the Effective Date, this Amendment
shall become part of and subject to the terms and conditions of the Agreement,
which, except as expressly modified by this Amendment, remains unchanged and in
full force and effect.  In the event of
a conflict between the terms of this Amendment and the Agreement, the terms of
this Amendment shall govern. All terms not otherwise defined herein shall have
the meanings ascribed to them in the Agreement.


 


In consideration for the terms in this Amendment, the
sufficiency of which both Parties acknowledge, the Parties agree as follows.


 


I.                                         MarketSet
Maintenance and Support


 


Commerce One shall continue to provide support and
maintenance to SAP for MarketSet pursuant to the following terms:


 


a)              Commerce One will
continue to provide support for MarketSet 2.1-3.0 under the currently existing
maintenance and support arrangements through December 31, 2003.  Commerce One will discuss with SAP the terms
and conditions for extended support for such versions beyond the respective
dates provided herein when a Commerce One company-wide program has been
developed.


 


b)             The parties agree to
initiate further discussions and evaluations regarding the parties ́ performance
related to the provision of support and maintenance for Marketset no later than
April 30, 2003 aiming at a joint action plan to be derived by June 30, 2003
with a view to ensure the meeting of both parties ́ support obligations to end
customers through and beyond the date of termination of the SAA under mutually
acceptable conditions.


 


II.                                     MarketConnect


 


The parties agree that paragraphs 1 and 2 of section
IV (“MarketConnect and Messaging System Requirements for XDKPro and Versioning
Library”) of the Strategic Alliance Agreement Amendment No. 4 executed by the
parties and effective as of January 1, 2002 are hereby deleted in their
entirety and replaced with the following (paragraphs 3 and 4 of section IV
shall remain unchanged and in full force and effect):


 


1.     Commerce
One License Grant to SAP


 


a.               Subject to the
terms and conditions hereof, for the period commencing as of the Effective Date
and ending December 31, 2003 (herein, the “License Period”), Commerce One will
grant SAP: (i) a royalty-free, nonexclusive, [***], nontransferable license to
distribute (via website download or with SAP product sales) the components of
[***] developed by Commerce One [***], collectively “the Commerce One
Components”) on an OEM basis as part of [***] or other SAP product offerings;
and (ii) with respect to the [***] code or other third party software included
in the Commerce One











[***] Confidential treatment has been requested for the bracketed
portions.  The confidential redacted
portion has been omitted and filed separately with the Securities Exchange
Commission. 


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Components (“Third Party
Software”), a nonexclusive, [***], nontransferable license to distribute the
Third Party Software on an OEM basis as part of [***] or other SAP product
offerings. Such license to the Third Party Software shall be subject to the restrictions
set forth in the relevant third party software license agreements, which
restrictions are set forth on Exhibit A, which are incorporated by reference as
though fully set forth herein.  SAP may
[***] the Commerce One Components and Third Party Software [***] are bound in
writing, for the benefit of Commerce One and its licensors, to the restrictions
set forth in this section IV and on Exhibit A.


 


b.              SAP shall distribute
the Commerce One Components pursuant to a mutually agreed license
agreement.  SAP further agrees that it
will not decompile, disassemble, decode, extract, reverse translate or reverse
engineer the Commerce One Components and that it will not permit end users to
do so, unless such acts are mandatorily permitted under applicable local law.  During the License Period, Commerce One will
use commercially reasonable efforts to [***] that are in place between Commerce
One and [***] as of the date of execution of this Amendment.


 


2.     SAP
License Grant to Commerce One


 


a.               In consideration of
the foregoing license rights set forth in section II(1) above and in lieu of
license fees for such grant, SAP hereby grant to Commerce One for the term of
the License Period a [***], nonexclusive, [***], nontransferable license to
distribute (via website download or with Commerce One product sales) the
components of [***], including any third party software included therein [***]
or other Commerce One product offerings. 
Commerce One may [***], provided that [***], to the restrictions set
forth in this section II(2).  Until
April 1, 2003, Commerce One may [***]. 
Thereafter, [***].


 


b.              Commerce One shall
distribute the SAP Components pursuant to a mutually agreed license
agreement.  Commerce One further agrees
that it will not decompile, disassemble, decode, extract, reverse translate or
reverse engineer the SAP Components and that it will not permit end users to do
so, unless such acts are mandatorily permitted under applicable local law.  During the License Period, SAP will use
commercially reasonable efforts to [***]


 


3.     Support
and Maintenance for MarketConnect


 


a.               For clarification,
SAP shall continue to pay Commerce One for maintenance and support fees
relating to license rights granted to SAP prior to September 30, 2002 through
September 30, 2003 pursuant to section IV of Amendment 4 as stated in paragraph
3 thereof.


 


b.              With respect to
license rights granted pursuant to section II(1) and (2) of this Amendment,
support and maintenance shall be provided as follows:











[***] Confidential treatment has been requested for the bracketed
portions.  The confidential redacted
portion has been omitted and filed separately with the Securities Exchange
Commission. 


2

















 


i.                         Support:  For the period [***], SAP shall continue to
provide first and second level support for MarketConnect and the parties shall
share the provision of third level support. 
From [***] through the remainder of the License Period, [***].  All support obligations of both parties
toward each other shall terminate as of the end of the License Period, unless
explicitly agreed otherwise between the Parties.


 


ii.                      Maintenance:
Each party shall maintain its own components of [***] (including provision of
relevant patch distribution, etc.) as appropriate.


 


iii.                 Neither party
shall [***] during the License Period.


 


4.              License
Fees related to MarketConnect.


 


a.               Neither party shall
[***] during the License Period.  The
parties shall agree upon appropriate pricing for [***] by no later than April
1, 2003.


 


III.           Resolution of Outstanding Items


 


The parties agree
to resolve various outstanding payment issues pertaining to certain customers
in the manner reflected on: 1) the settlement chart attached as Exhibit A;
2) the chart on Exhibit B reflecting a summary of the matters detailed
on Exhibit A; and 3) Exhibit C detailing the parties’ settlement
pertaining to [***]. Both parties agree to make any required payments pursuant
to Exhibits A and B in a timely and expeditious manner.  To the extent such resolution requires payment
by a subsidiary of SAP AG to Commerce One, SAP AG will ensure that such
subsidiary acts in accordance with the terms of this Agreement.  In exchange for such payment and resolution,
each party (on its own behalf and on behalf of its respective subsidiaries and
affiliates) hereby agrees to release and discharge the other party, its
respective directors, officers, employees, subsidiaries, affiliates, assigns
and successors-in-interest from any and all claims, demands, or causes of
action of any kind, known or unknown, solely relating to such matters
pertaining to such customers (“the Claims”) and each party hereby waives any
and all such Claims.  Each party has
been fully advised by its attorney of the contents of section 1542 of the Civil
Code of the State of California, and each party expressly waives that section
and the benefits thereof.  Section 1542
reads as follows:  “A general release does not extent to
claims which the creditor does not know or suspect to exist in his favor at the
time of executing the release, which if known by him must have materially
affected his settlement with the debtor.”


 


IV.                                Press
Release relating to [***]


 


Commerce One acknowledges and agrees that SAP will issue a press
release relating to [***], subject to prior approval of such press release by
Commerce One, which shall not be unreasonably withheld or delayed by Commerce
One. SAP acknowledges and agrees [***].











[***] Confidential
treatment has been requested for the bracketed portions.  The confidential redacted portion has been
omitted and filed separately with the Securities Exchange Commission. 


3

















 


[Signature Block on Following Page.]


 


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IN WITNESS WHEREOF, the
Parties have caused their duly authorized representatives to enter into this
Amendment effective on the Effective Date.


 


	
  COMMERCE ONE, INC.

  	
   

  
	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title: 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SAP AG

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
  By: 

  	
   

  	
   

  
	
  Name: 

  	
   

  	
   

  	
  Name: 

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
															



 


5

















 


Exhibit
A


 


Commerce One / SAP - EMEA Accounts
Payables Dispute Settlement


 


	
   

  	
   

  	
   

  	
   

  	
  Dispute

  	
   

  	
  Settlement

  	
   

  	
  Description

  	
   

  
	
  Invoice

  	
   

  	
  receiver

  	
   

  	
  CMRC AP

  USD

  	
   

  	
  SAP AP

  USD

  	
   

  	
  %

  	
   

  	
  CMRC AP

  USD

  	
   

  	
  SAP AP

  USD

  	
   

  	
  Dispute/Settlement Position

  	
   

  
	
  [***]

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Settlement
  Summary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Total due from CMRC to SAP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  Total due from SAP to CMRC

  	
   

  












[***] Confidential
treatment has been requested for the bracketed portions.  The confidential redacted portion has been
omitted and filed separately with the Securities Exchange Commission. 


6

















 


Exhibit
B


 


Commerce One / SAP - Accounts
Payables Dispute Settlement 


 


	
  Invoice

  	
   

  	
  Dispute

  CMRC AP

  USD

  	
   

  	
  Settlement

  SAP AP

  USD

  	
   

  	
  Dispute

  CMRC AP

  USD

  	
   

  	
  Settlement

  SAP AP

  USD

  	
   

  	
  Payment
  description and actions

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  [***]

  	
   

  	
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  [***]

  	
   

  












[***] Confidential
treatment has been requested for the bracketed portions.  The confidential redacted portion has been
omitted and filed separately with the Securities Exchange Commission. 


7

















 


Exhibit C


 


[***]
Settlement:


 


a)                               
To resolve any outstanding matters
pertaining to [***] 


 


b)                               
To the extent requested by [***],
Commerce One agrees to *** 











[***] Confidential
treatment has been requested for the bracketed portions.  The confidential redacted portion has been
omitted and filed separately with the Securities Exchange Commission. 


8