**Exhibit10.19**

 

**STRATEGICALLIANCE AGREEMENT AMENDMENT No. 5**

 

The Strategic Alliance Agreement by and among SAP AG,SAP Markets, Inc. (collectively “SAP”) and Commerce One, Inc. (now namedCommerce 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 Amendmentshall become part of and subject to the terms and conditions of the Agreement,which, except as expressly modified by this Amendment, remains unchanged and infull force and effect.  In the event ofa conflict between the terms of this Amendment and the Agreement, the terms ofthis Amendment shall govern. All terms not otherwise defined herein shall havethe meanings ascribed to them in the Agreement.

 

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

 

**I.****                                         MarketSetMaintenance and Support**

 

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

 

a)              Commerce One willcontinue to provide support for MarketSet 2.1-3.0 under the currently existingmaintenance and support arrangements through December 31, 2003.  Commerce One will discuss with SAP the termsand conditions for extended support for such versions beyond the respectivedates provided herein when a Commerce One company-wide program has beendeveloped.

 

b)             The parties agree toinitiate further discussions and evaluations regarding the parties ́ performancerelated to the provision of support and maintenance for Marketset no later thanApril 30, 2003 aiming at a joint action plan to be derived by June 30, 2003with a view to ensure the meeting of both parties ́ support obligations to endcustomers through and beyond the date of termination of the SAA under mutuallyacceptable conditions.

 

**II.****                                     MarketConnect**

 

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

 

## **1.     CommerceOne License Grant to SAP**

 

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

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[***] Confidential treatment has been requested for the bracketedportions.  The confidential redactedportion has been omitted and filed separately with the Securities ExchangeCommission. 

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

 

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

 

## **2.     SAPLicense Grant to Commerce One**

 

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

 

## b.              Commerce One shalldistribute the SAP Components pursuant to a mutually agreed licenseagreement.  Commerce One further agreesthat it will not decompile, disassemble, decode, extract, reverse translate orreverse engineer the SAP Components and that it will not permit end users to doso, unless such acts are mandatorily permitted under applicable local law.  During the License Period, SAP will usecommercially reasonable efforts to [***]

 

## **3.     Supportand Maintenance for MarketConnect**

 

## a.               For clarification,SAP shall continue to pay Commerce One for maintenance and support feesrelating to license rights granted to SAP prior to September 30, 2002 throughSeptember 30, 2003 pursuant to section IV of Amendment 4 as stated in paragraph3 thereof.

 

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

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[***] Confidential treatment has been requested for the bracketedportions.  The confidential redactedportion has been omitted and filed separately with the Securities ExchangeCommission. 

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## i.                         Support:  For the period [***], SAP shall continue toprovide first and second level support for MarketConnect and the parties shallshare the provision of third level support. From [***] through the remainder of the License Period, [***].  All support obligations of both partiestoward each other shall terminate as of the end of the License Period, unlessexplicitly agreed otherwise between the Parties.

 

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

 

## iii.                 Neither partyshall [***] during the License Period.

 

**4.****              LicenseFees related to MarketConnect.**

 

a.               Neither party shall[***] during the License Period.  Theparties shall agree upon appropriate pricing for [***] by no later than April1, 2003.

# * *

# ***III***.           **Resolution of Outstanding Items**

##  

## The parties agreeto resolve various outstanding payment issues pertaining to certain customersin the manner reflected on: 1) the settlement chart attached as Exhibit A;2) the chart on Exhibit B reflecting a summary of the matters detailedon Exhibit A; and 3) Exhibit C detailing the parties’ settlementpertaining to [***]. Both parties agree to make any required payments pursuantto Exhibits A and B in a timely and expeditious manner.  To the extent such resolution requires paymentby a subsidiary of SAP AG to Commerce One, SAP AG will ensure that suchsubsidiary 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 andaffiliates) hereby agrees to release and discharge the other party, itsrespective directors, officers, employees, subsidiaries, affiliates, assignsand successors-in-interest from any and all claims, demands, or causes ofaction of any kind, known or unknown, solely relating to such matterspertaining to such customers (“the Claims”) and each party hereby waives anyand all such Claims.  Each party hasbeen fully advised by its attorney of the contents of section 1542 of the CivilCode of the State of California, and each party expressly waives that sectionand the benefits thereof.  Section 1542reads as follows:  *“A general release does not extent toclaims which the creditor does not know or suspect to exist in his favor at thetime of executing the release, which if known by him must have materiallyaffected his settlement with the debtor.”*

## ** **

## **IV.****                                PressRelease relating to [***]**

 

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

## 

## [***] Confidentialtreatment has been requested for the bracketed portions.  The confidential redacted portion has beenomitted and filed separately with the Securities Exchange Commission. 

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## [Signature Block on Following Page.]

 

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IN WITNESS WHEREOF, theParties have caused their duly authorized representatives to enter into thisAmendment effective on the Effective Date.

 
| COMMERCE ONE, INC. |   |
|--------------------|--------|
|               |   |
| By:                |   |   |   |
| Name:              |   |   |   |
| Title:             |   |   |   |
|               |   |   |
|               |   |   |
| SAP AG             |   |   |
|               |   |   |
|               |   |   |
| By:                |   |   | By: |   |   |
| Name:              |   |   | Name: |   |   |
| Title:             |   |   | Title: |   |   |
|                    |        |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

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**ExhibitA**

 

**Commerce One / SAP - EMEA AccountsPayables 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 |   |

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

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**ExhibitB**

 

**Commerce One / SAP - AccountsPayables 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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[***] Confidentialtreatment has been requested for the bracketed portions.  The confidential redacted portion has beenomitted and filed separately with the Securities Exchange Commission. 

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**Exhibit C**

 

**[***]Settlement:**

** **

**a)                               **To resolve any outstanding matterspertaining to [***] 

 

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

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

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