Amendment, dated as of October 1, 1993



EXHIBIT 10.7.2 
 
AMENDMENT TO THE AGREEMENT 
 
THIS AGREEMENT is made and entered into as of the lst day of October 1993 (the “Amendment Date”) 
 
BY AND BETWEEN 
 
NORTHERN TELECOM LIMITED, a corporation duly Incorporated under the laws of Canada, having its executive offices at 3 Robert
Speck Parkway, Mississauga, Ontario, Canada, (hereinafter called “Northern Telecom”) 
 
AND, 
 
LV
SOFTWARE, INC., a California corporation having its principal offices at Suite B-205, 1590 Oakland Road, San Jose, California, 95131, (hereinafter, called “Licensee”) 
 
WHEREAS the Parties entered into an Agreement with an Effective Date of the fourteenth day of September 1992 concerning
software known as the Design For Testability tool suite (the “Agreement”); and 
 
WHEREAS the Parties wish to amend the Agreement as provided herein: 
 
NOW THEREFORE, in consideration of mutual promises contained herein and in the Agreement the Parties agree as follows: 
 
1. For the purpose of this Amendment, unless otherwise defined herein, capitalized terms used herein shall have the meanings
set forth in the Agreement. The term “License Fee” shall mean the greater of the Licensee’s or Licensee’s Subsidiary’s total selling price to an End-User or a Licensee Distributor, after giving effect to quantity or other
discounts, for the sublicense of each copy of the Licensed Product or a Derivative Work. The term “Net License Fee” shall mean the License Fee less taxes, tariffs or duties, interest, finance charges, insurance, shipping, and reasonable
handling costs. 
 
2. IN ARTICLE 5 ROYALTY replace the existing
paragraphs with the following: 
 
“In partial consideration of
the rights granted hereunder Licensee shall make the following royalty payments (hereinafter “Royalties”) to Northern Telecom: 
 
(i) Fifty thousand dollars ($50,000) US as a non-refundable advance on future royalties payable within thirty days of the Amendment Date
and provided that this Amendment is not effective until said non-refundable advance has been paid. Advance royalty payments shall be credited on a dollar-for-dollar basis until applied in full against Royalties payable to Northern Telecom pursuant
to this Section 5; and 
 
(ii) Royalties for each
copy of Licensed Product or Derivative Works, sub-licensed by Licensee or Licensee’s Subsidiary to End-Users or to Licensees Distributor, expressed as a percentage of the Net License Fee, shall be: 








	 	(a)	 	Fifteen percent (15%) during the first year after the Amendment Date, 

 

	 	(b)	 	Twelve percent (12%) during the second year after the Amendment Date; and 

 

	 	(c)	 	Ten percent (10%) thereafter during the term of the Agreement. 

 
Royalties shall become payable to Northern Telecom thirty (30) days following each sub-license granted by Licensee or
Licensee’s Subsidiary to End-Users or to Licensee’s Distributors.” 
 
IN WITNESS WHEREOF, the Parties hereto have duly executed this amending agreement. 
 

	 LV SOFTWARE, INC.
	 	 	 	 NORTHERN TELECOM LIMITED

	
	 Per: /s/ V. K. Agarwal
	 	 	 	 Per: /s/ G. C. Smyth

	
	 Name: V. K. Agarwal
	 	 	 	 Name: G. C. Smyth

	
	 Title: Chief Executive Officer
	 	 	 	 Title: Senior Vice-President

	
	 	 	 	 	 Per: /s/ D. J. DeGrandis

	
	 	 	 	 	 Name: D. J. DeGrandis

	
	 	 	 	 	 Title: Secretary