Exhibit 10.71

SUN CONFIDENTIAL

Agreement No. 90602

 

 

**Addendum to**

**Technology License And Distribution Agreement**

**between**

**Sun Microsystems, Inc. and InsigniaSolutions, Plc.**

 

 

This Addendum (the"Addendum") is made to the Technology License and Distribution Agreement(the "Agreement") entered into by and between Sun Microsystems, Inc.("Sun") and Insignia Solutions, Plc. ("Insignia") datedMarch 3, 1999, and is effective as of the date signed by Sun below. ThisAddendum is in addition to the Agreement. In the event of a conflict betweenthe terms of the Agreement and the terms of this Addendum, the terms of thisAddendum shall govern. All capitalized terms used herein shall have the samemeaning set forth in the Agreement, unless otherwise stated. The parties agreeas follows:

 

1. Definitions.

 

                A. "Phoenix" means PhoenixTechnologies, Ltd.

                B. "Internet Appliance" means adevice which has built-in Internet access and is used for surfing the Internet,and includes and can run Phoenix's ROM BIOS together with Phoenix's OS,Browser, and graphics.

 

2. Price Modification. In thelimited case of distribution of Insignia Products based on pJava to Phoenix asan Insignia Licensee, the parties agree that the minimum royalty owed to Sun beInsignia identified in Section II(a) of Exhibit C-2 of the Agreement shall bereduced to [******]. Notwithstanding the foregoing, this price and the prepaidroyalties in Paragraph 3 below shall apply only to distributions of InsigniaLicensee Product by or for Phoenix that are bundled and for use only withInternet Appliances. The [******] price in Paragraphs 2 and 3 is conditionedupon Insignia's compliance with the Agreement, including Paragraphs 3, 4, 5 and6 of this Addendum.

 

3. Prepaid Royalties, Insigniahereby agrees to pay Sun:

 

(i) withinfive business days after the effective date of this Addendum, a nonrefundablepayment of [******] as prepaid royalties for [******] within the scope ofParagraph 2 above, and Insignia shall report before June 15, 2001, pursuant toSection 4.2 of the Agreement, [******] to Phoenix hereunder (which shallexhaust the initial [******] prepaid amounts above);

 

(ii) byDecember 31, 2001, a nonrefundable payment of [******] as prepaid royalties for[******] within the scope of Paragraph 2 above, and Insignia shall reportbefore December 31, 2001, pursuant to Section 4.2 of the Agreement, [******] toPhoenix hereunder (which shall exhaust the [******] prepaid amount above);

 

(iii) by March31, 2002, a nonrefundable payment of [******] as prepaid royalties for [******]within the scope of Paragraph 2 above, and Insignia shall report before March31, 2002, pursuant to Section 4.2 of the Agreement, [******] to Phoenixhereunder (which shall exhaust the [******] prepaid amount above); and

 

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Confidential treatment has beenrequested for portions of this exhibit. The copy filed herewith omits the information subject to theconfidentiality request.  Omissions aredesignated as [******].  A completeversion of this exhibit has been filed separately with the Securities andExchange Commission.

 

*Certaininformation on this page has been omitted and filed separately with theSecurities and Exchange Commission. Confidential treatment has been requested with respect to the omittedportions.

(iv) by June 30, 2002, a nonrefundable paymentof [******] as prepaid royalties for [******] within the scope of Paragraph 2above, and Insignia shall report before June 30, 2002, pursuant to Section 4.2of the Agreement, [******] to Phoenix hereunder (which shall exhaust the [******]prepaid amount above).

 

Insignia's total of [******] inprepaid royalties under this Section 3 must be used by and will expire upon thethird anniversary of the effective date of this Addendum, and Insignia will notbe entitled to any refund or credit for any unused [******]. This prepaidamount shall be applied only to any [******] for which a royalty is payablebefore such third anniversary and which are not in excess of the [******]. Ifthe [******] are exhausted, additional [******] hereunder shall be paid at theroyalty rate specified in Section 2 above for the remainder of the term of thisAddendum.

 

4. Royalty Reporting. Insigniamust report all royalties and distributions under this Addendum, and the basisfor such calculation, separate from the other royalties reported under theAgreement.

 

5. Branding. Insignia willensure that, within 90 days of the effective date of this Addendum (or upon thenext release of Phoenix's Internet Appliance software stack, if earlier), andapplicable Java-compatible logo is and remains visible on the InternetAppliance screen when applications or applets or the Java runtime environmentis loading or invoked for execution.

 

6. Product Limitations.Insignia Products licensed to Phoenix under the terms of this Addendum may notbe used for set-top boxes or to execute or run JavaTV-based platforms, andInsignia must ensure that Phoenix is bound by this restriction and thatPhoenix's licensees of the Insignia Products are similarly bound.

 

7. Term of Addendum. The term ofthis Addendum shall be three years from the execution date hereof. Thereafter,this Addendum shall be automatically renewed for successive one (1) year terms(with a maximum of three (3) subsequent terms), unless Insignia notifies Sun inwriting at least thirty (30) days before the end of the then-current termstating that it wishes to terminate this Addendum; whereupon this Addendumshall terminate at the end of the then-current term. Notwithstanding theforegoing, if the Agreement expires or is terminated before this Addendumexpires or its terminated, this Addendum shall nonetheless terminate upon suchtermination or expiration of the Agreement.

 

**Exceptas expressly amended herein**, the Agreement shallremain unaltered and in full force and effect.

 
| **Sun Microsystems, Inc.** |                                 | **Insignia Solutions, Plc.** |
|----------------------------|--------------------------------------|------------------------------|
|                       |                                 |                         |   |   |
| By:                        | /s/ Neal  Civjan                     |                         | By: | /s/ Mark McMillan |
|                       |                                 |                         |   |   |
| Name:                      | Neal Civjan                          |                         | Name: | Mark  McMillan |
|                       |                                 |                         |   |   |
| Title:                     | Dir Software  & Technology Sales |                         | Title: | C.O.O. |
|                       |                                 |                         |   |   |
| Date:                      | 6/6/01                               |                         | Date: | 6/6/01 |

 

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*Certaininformation on this page has been omitted and filed separately with theSecurities and Exchange Commission. Confidential treatment has been requested with respect to the omittedportions.