Exhibit 10.32


 


[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


 


AMENDMENT NO. 1


to


TELOGY
SOFTWARE LICENSE AGREEMENT


 


between


 


DITECH COMMUNICATIONS CORPORATION


 


and


TEXAS INSTRUMENTS INCORPORATED


 


THIS AMENDMENT NO. 1 (this “Amendment”) to the Telogy
Software License Agreement effective as of April 16, 2002 (the “Master
Agreement”), by and between Ditech Communications Corporation, having a place
of business at 825 East Middlefield Rd., Mountain View, CA 94043, (“Licensee”)
and Texas Instruments Incorporated (“TI”), having a place of business at 12500
TI Boulevard, Dallas, TX 75243-4136 (Texas Instruments, together with its
wholly owned subsidiary Telogy Networks, Inc. and other Texas Instruments
subsidiaries is referred to herein as “Telogy”), is hereby entered into as of
this 21st day of May, 2003 (“Amendment Effective Date”).


 


WHEREAS, Licensee and Telogy have
previously entered into the Master Agreement, whereby Telogy is licensing to
Licensee certain Software for use in Licensee’s Products; and


 


WHEREAS, in order to differentiate
Licensee’s Products, Licensee desires to gain access to selected portions of
the source code of the Software solely for Licensee’s internal use and
development of Licensee’s Products in which the object code of the Software
will be embedded, and Telogy is willing to provide Licensee such portions of
source code to the Software for such purposes and on such other terms and
conditions as are set forth herein and in the Master Agreement.


 


NOW THEREFORE, the Parties hereby agree as
follows:


 


1.                                       Definitions.


 


(a)                                 MCU
Software.  Section 1.14 is amended
to read in its entirety:


 


“MCU Software” means the various computer programs
(including Voice Software and Echo Cancellation Software) licensed under this
Agreement as set forth in Exhibit A attached hereto and Exhibit A-1 hereto
which operate on TI digital signal processors and/or on microprocessors,
together with related documentation and all updates, upgrades, enhancements,
releases and


 

















 


developments of such computer programs.  MCU Software includes without limitation the
Licensed Source Code and Licensed Object Modules defined below.  The parties understand that the MCU Starter
Kit is provided in source and object code form, the Licensed Source Code is
provided in source code form, and the Licensed Object Modules are provided in
the form of build files and object code files.


 


(b)                                 New
Definitions.  The following
definitions and the attached Exhibit A-1 are added to the Master Agreement:


 


1.16  “Licensed
Source Code” means the portions of the source code and documentation of the
Echo Cancellation Software identified in Exhibit A-1.


 


1.17 
“”Licensed Object Modules” means build files and object code files for
all Echo Cancellation Software, as further described in Exhibit A-1.


 


2.                                       Delivery
and License.


 


(a)                                  Delivery
of Licensed Source Code and Licensed Object Modules.  A new Section 2h is added to the Master
Agreement, reading as follows:


 


h.                                      Delivery
of Licensed Source Code and Licensed Object Modules.  Within five (5) days after the Amendment
Effective Date, Telogy will deliver to Licensee in electronic form one copy of
the Licensed Source Code and Licensed Object Modules for the current release of
the Software identified in Exhibit A-1. 
For the avoidance of doubt, under Section 5d, (a) within ten (10) business
days after Licensee’s request after release by Telogy of any updates, upgrades,
enhancements, releases or developments of the Software identified in
Exhibit A 1, Telogy will deliver to Licensee in electronic form one
copy of the updated Licensed Source Code and Licensed Object Modules therefor,
and (b) within ten (10) business days after Licensee’s request after notice
under Section 5d, Telogy will deliver to Licensee in electronic form one copy
of the complete object code for any update, enhancement, release or
developments of the Generally Available Software releases, including without
limitation any release on the C55 or Janus platform.


 


(b)                                 License
Unit License.  Section 2a of the
Master Agreement is amended to add the words “or the MCU Software” after “DSP
Software” in the parentheses in the eleventh line so that the text in
parentheses reads “(with respect to the DSP Software or the MCU Software that
runs on TI DSP)” and to add the following at the end of the current text:


 


For the avoidance of doubt, the “object code of the
Software”, as used in this Section 2a, includes any modifications to the MCU
Software developed by Licensee under Section 2c; and Licensee is entitled under
the license granted in this Section 2a to use, copy and distribute the object
code of the Software as provided herein with or without any other software.


 


2

















 


(c)                                  Source
Code License.  Section 2c the Master
Agreement is amended to add the following at the end of the current text:


 


For the avoidance of doubt, nothing in this Section 2c
supersedes or modifies Licensee’s right to distribute the Software (including
modifications thereof created pursuant to the licenses granted in this Section
2c) in object code form under Section 2a. 
As used in this Agreement, the “Project” means the development of
Licensee’s Products and software therefor, including without limitation the
differentiation of Licensee’s Products by the enhancement or improvement of the
Software and the development and inclusion in Licensee’s Products of other
software performing the same or different functions as the Software.  Notwithstanding any other provision of this
Agreement to the contrary, upon payment of the one-time source license fee
specified in Section 6a-1, Licensee shall be entitled to use, reproduce, modify
and have modified the Licensed Source Code under the terms of the licenses
granted in this Section 2c at the Location (and such other locations as may be
requested by Licensee, consent of which shall not be unreasonably withheld), and
to distribute object code compiled from the Licensed Source Code (and
modifications thereof created pursuant to the licenses granted in this Section
2c ) and the Licensed Object Modules, in object code form, under Section 2a for
the Initial Period (i.e. 4 years from the Master Agreement Effective Date),
without payment of any additional fees or the purchase of any additional
licenses.


 


3.                                       Support
and Maintenance.  Section 5c of the
Master Agreement is amended to add the following at the end of the current text:


 


The parties understand and agree that (i) Telogy shall
have no obligation to support Licensee’s modified version(s) of the Licensed
Source Code; (ii) notwithstanding anything to the contrary in this Section 5c,
Licensee’s obligations to support that portion of the Software which is not
Licensee’s modified version(s) of the Licensed Source Code or which has not
been altered or impaired by Licensee’s modified versions of the Source Code,
shall not otherwise be voided or affected by modifications of the Licensed
Source Code by Licensee; and (iii) Telogy will continue to provide support and
maintenance for all object code portions of the Software supplied by it in
accordance with the terms and conditions of the Agreement.


 


4.                                       Special
Licensed Source Code License Fee.


 


A new Section 6a-1 is added to the Master Agreement,
reading in its entirety as follows:


 


In consideration for the license grant provided to
Licensee under Section 2c, Licensee agrees to pay Telogy a one-time license fee
of [*].  Such fee shall be due net
thirty (30) days following the initial delivery of the Licensed Source Code and
the Licensed Object Modules to Licensee.


 


3

















 


5.                                       Licensed
Products.


 


Exhibit B to the Master Agreement is revised to add
the products listed in Exhibit B attached hereto.


 


6.                                 Amendment
and Agreement.


 


All terms used in this Amendment shall have the
meanings as defined in the Master Agreement, unless specifically defined
otherwise in this Amendment.  Except for
those terms and conditions modified by this Amendment, all terms and conditions
of the Master Agreement shall continue unchanged and in full force and
effect.  In the event of any conflict
between the terms and conditions of the Master Agreement and those of this Amendment,
the terms and conditions of this Amendment shall govern.


 


IN WITNESS WHEREOF, EACH OF THE PARTIES HERETO HAS
EXECUTED THIS AMENDMENT, OR HAS CAUSED THIS AMENDMENT TO BE DULY EXECUTED ON
ITS BEHALF, AS OF THE EFFECTIVE DATE SET FORTH ABOVE.


 


	
  DITECH
  COMMUNICATIONS CORPORATION

  	
  TELOGY
  NETWORKS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By  /s/
  William J. Tamblyn

  	
   

  	
  By  /s/
  Timothy J. Carlson

  
	
  (Signature)

  	
   

  	
  (Signature)

  
	
  William J. Tamblyn

  	
   

  	
  Timothy J. Carlson

  
	
  (Printed Name)

  	
   

  	
  (Printed Name)

  
	
  Vice President Finance and CFO

  	
   

  	
  Corporate Secretary

  
	
  (Title)

  	
   

  	
  (Title)

  
	
   

  	
   

  
	
  TEXAS
  INSTRUMENTS INCORPORATED

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By  /s/
  Timothy J. Carlson

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Timothy J. Carlson

  	
   

  	
   

  
	
  (Printed Name)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Senior Counsel

  	
   

  	
   

  
	
  (Title)

  	
   

  	
   

  



 


4

















 


Exhibit A-1


 


I.  Licensed Source Code


Licensed Source Code shall include the complete source code for the
following:


 


The Far Call Environment for C54xx processors,  specifically including C5409, C5416, C5420,
C5421, C5441, and specifically excluding C549. 
The Far Call Environment includes the host port interface, the serial
port drivers, background sanity management, and fast task switching.


 


If Telogy releases a version of the Software on the C55 or Janus or
other TI processor, Telogy will, upon Licensee’s request, negotiate in good
faith to add the source code for the Far Call Environment for such release to
the scope of the Licensed Source Code, upon terms and conditions, including an
appropriate license fee, to be mutually agreed by the parties.


 


 


II.  Licensed Object Modules shall include the
following:


 


All build files and object code files for building all the Echo
Cancellation Software provided under this Agreement (but specifically excluding
C549).


 


If Telogy releases a version of the Software on the C55 or Janus or
other TI processor, Telogy will, upon Licensee’s request, negotiate in good
faith to add the build files and object code files for building all the Echo
Cancellation Software included in such release to the scope of the Licensed
Object Modules, upon terms and conditions, including an appropriate license
fee, to be mutually agreed by the parties.


 


 


III.  Documentation


 


The documentation shall include the documentation relating to the
Licensed Source Code described in Section I above and the  “Environment User’s Guide” document.


 


5

















 


Exhibit B


 


Additional Licensee’s Products


 


 


Quad2 T


Quad2 E


BVP (OC3, STM1, TriMUX DS3/STS1, and
TransMUX)


BVP FLEX  (OC3, STM1, TransMUX, and to-be-named variants)


 


6