Exhibit 10.30
STRATEGIC ALLIANCE AGREEMENT AMENDMENT NO. 2

The Strategic Alliance Agreement ("SAA") between and amongstSAP AG ("SAP AG"), SAPMarkets, Inc. ("SAPM"), and Commerce One, Inc. ("CommerceOne") dated September 18, 2000, is hereby amended by the addition by theaddition of this attached Amendment No. 2 ("Amendment"). All definitions, termsand conditions in the SAA shall apply in this Amendment, unless the specificterms of this Amendment conflict with the terms of the SAA. If any suchconflicts occur, the specific definitions, terms and conditions of thisAmendment shall govern this Amendment, and supersede Section 30.14 of theSAA.

For the purposes of this Amendment only, the terms "Party"and "Parties" shall refer only to Commerce One and SAPM.

 

PURPOSE.	Commerce One and SAPM wish to cooperate toallow utilization of Commerce One's MarketSite Operating Environment" software("MOE"), including at a minimum C1 Technology, as described in Schedule A(hereinafter the "Licensed Software") relating to the mySAP.com applicationenvironment and to more effectively deploy each other's resources to increasemarketplace presence and the relative cost of sales borne by each party.Commerce One agrees to provide this enhancement of the license grant to theLicensed Software set forth in the SAA in consideration for the revenue sharingprovisions set forth in Section 5.2 below.

LICENSE
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2.1	Grant.

2.1.1	Development License. Commerce One herebygrants to SAPM and SAP AG, a, non-exclusive, non-transferable license, withoutright of sublicense (except to the extent necessary for SAPM to collaborate withSAP affiliated companies), to copy, use, modify and create derivative worksbased on the Licensed Software and to create collaborative software moduleswhich interact with the Licensed Software. The license is limited to thedevelopment of collaborative operating platforms which allow communication andinteroperability between and among SAP AG or SAPM applications and third partyapplications for the customers set forth on a separate schedule to be provided,using commercial best efforts, by SAPM within sixty (60) days of the EffectiveDate of this Amendment ("Designated Customers"). The license grant in thisSection 2.1.1 is hereinafter referred to as the "Development License". CommerceOne hereby also grants SAPM a, non-exclusive, non-transferable license, withoutright of sublicense (except to the extent necessary for SAPM to collaborate withSAP AG affiliated companies), to use the Documentation in connection with suchuse of the Development License for the Designated Customers (as defined below).Unless otherwise agreed to by the Parties in writing, the collaborativeapplication functionality created for these customers shall not be a part of theJoint Offering as defined in the SAA. To the extent not otherwise addressed inthis Amendment, any and all ownership rights to such derivative functionalityshall be governed by the terms and conditions of a separate intellectualproperty ownership agreement entered into by the parties.

2.1.2	Distribution License. Commerce One herebygrants to SAPM and SAP AG a non-exclusive, non-transferable license tosublicense, directly or indirectly, the Licensed Software and derivativesthereof for use in relation to the mySAP.com application environment only toDesignated Customers. Commerce One also grants SAPM a non-exclusive,non-transferable license to sublicense, directly or indirectly, the Documentationfor use in connection with distribution of such Licensed Software or derivativesthereof only to the Designated Customers.

The Distribution License (as defined by in the terms andlimitations of this Section 2.1.2) shall be limited as follows:

to the extent practical, a single installation of theLicensed Software for the mySAP.com application environment(s) for each of theDesignated Customers. For the purposes of the foregoing, each "installation"shall mean one or more installed copies of the Licensed Software located at theDesignated Customer's site(s). Any copy of the Licensed Software used by SAPMfor backup, fail over testing, and/or disaster recovery shall not constitute aseparate installation for purposes of this Amendment.

a finite set of Business Scenarios at each DesignatedCustomer Site (A "Business Scenario" shall mean the communication andinteroperability of one or more SAP AG, SAPM and/or third-party applications forthe execution of a business process or function even if such process or functionrequires communication or other involvement from one or more business thirdparties.

Such copy or copies of the Licensed Software shall not beused to create or operate a Public E-marketplace. For purposes of thisAmendment, a Public E-Marketplace shall mean an open, for-profit, service bureauoffering to buyers, suppliers, and trading partners:

The nature of the Business Scenarios (including but notlimited to functionality, source of origin of the applications, operatingenvironment, etc.) will be determined by mutual agreement of the Parties. In theevent that the Parties cannot mutually agree upon the nature of the BusinessScenarios, SAPM shall have the ultimate right to designate the BusinessScenarios that will be implemented at each Designated Customer Site. In theevent that SAPM and Commerce One have not agreed upon the nature of the BusinessScenarios at the time of deployment at the Designated Customer Site, however,Commerce One shall have no support obligations, beyond standard support(provided that support and maintenance is paid for during such period) for theLicensed Software, for such disputed Business Scenarios at the DesignatedCustomer.

2.2	Restrictions.

SAPM and SAP AG agree not to reverse engineer,decompile, or disassemble the Licensed Software except as explicitly permittedunder the terms of this Amendment;

SAPM and SAP AG agree not to create derivative worksbased on the Licensed Software except as explicitly permitted under thisAmendment. the SAA or otherwise by the Parties;

Prior to the release of the Licensed Software to theDesignated Customers, to the extent permitted by applicable law, SAPM shallobtain written commitments from such customers not to: (a) reverse engineer,decompile, or dissemble the Licensed Software; (b) create derivative works basedon the Licensed Software; or (iii) modify the Licensed Software; without expresswritten permission from Commerce One or SAPM as the case may be.

2.3	Licensed Software. The licenses of Section 2herein apply to thirteen (13) machine readable copies of the Licensed Softwarereceived by SAPM on or before March 30, 2001 and thirteen (13) copies of the on-line Documentation. The Licensed Software and Documentation have been deliveredand accepted by SAPM. The Parties acknowledge that any professional servicesprovided by Commerce One are non-essential to the LicensedSoftware.

2.4	Copies. SAPM will be entitled to make areasonable number of machine-readable copies of the Licensed Software asrequired for the purposes set forth in the Development License, as well as forbackup or archival purposes. SAPM shall maintain accurate and up-to-date recordsof the number and location of all copies of the Licensed Software and shallinform Commerce One in writing of such location(s). All copies of the LicensedSoftware shall be subject to all terms and conditions of this Amendment.Whenever SAPM is permitted to copy, reproduce or modify all or any part of theLicensed Software, all titles, trademark symbols, copyright symbols and legends,and other proprietary markings must be reproduced in the resultingcopy(ies)/modified versions.

2.5	Customer Licenses. SAPM shall distribute theLicensed Software to the Designated Customers only under the terms of, and shallensure that the Licensed Software is subject to, license agreements with termsat least as restrictive as those set forth in this Amendment.

2.6	Source Code License. Commerce One will grantSAPM a source code license as necessary to effectuate the DevelopmentLicense.

2.7	Trademark License by Commerce One. Commerce Onehereby grants SAP, for the Term of this Amendment, a limited, non-transferable,non-exclusive license to use Commerce One's trademarks designated in ScheduleC solely for the purpose set forth herein. SAPM agrees to submit materialscontaining Commerce One's trademarks to Commerce One for approval before releaseto the public. Except as set forth in this section, nothing in this Amendmentshall grant or shall be deemed to grant to SAPM any right, title or interest inor to the Commerce One's trademarks. All uses of Commerce One's trademarks bySAPM shall inure to the benefit of Commerce One.

IP OWNERSHIP.
 Except for derivative works of theLicensed Software, SAPM and/or SAP AG shall own all right, title and interest tothe mySAP.com applications and other SAP AG and SAPM technologies, andmodifications, extensions, enhancements and derivative works thereof andthereto, including collaborative software modules that are not derivative worksof the Licensed Software, created pursuant to the development effortcontemplated under this Amendment. In the event SAPM and SAP AG creates aderivative work of the Licensed Software pursuant to the Development Licenseherein, unless the Parties agree in writing as to the ownership and royaltyarrangements for such derivative work, neither Party shall have the right tocommercialize such derivative work outside the group of Designated Customers:provided, however, nothing in this Amendment is intended to restrict SAPM and/orSAP AG from commercializing, outside the group of Designated Customers, anyother development created pursuant to this Amendment. Nothing in this sectionshall give SAPM any ownership rights in and to the Licensed Software (except asotherwise set forth in the SAA). Sections 18.6, 18.8 and 18.9 of the SAA arehereby incorporated into this Amendment by this reference.

TERM & TERMINATION.
 This Amendment shallbecome effective on date the last signature is affixed hereto.

4.1	No Obligations. Except as otherwise explicitlyprovided in this Amendment and subject to any rights or obligations which haveaccrued prior to termination, neither Party shall have any further obligation tothe other under this Amendment upon termination of this Amendment for anyreason.

4.2	Exceptions. The terms of this Amendment shallremain in full force and effect after any termination to the extent and for theperiod necessary to permit SAPM to properly perform its continuing obligationsunder all licenses of the Licensed Software to Designated Customers under theDistribution License set forth herein.

4.3	Maintenance & Support. Following anyexpiration or termination of this Amendment, Commerce One shall continue toprovide maintenance and support consistent with the post-termination rights inthe Agreement including, but not limited to, providing Updates and Upgrades fora period of three years from termination of this Amendment subject to payment ofthe appropriate maintenance and support fees.

4.4	License Agreements. Each license granted under theDistribution License subsisting shall continue in effect and shall survive thetermination of this Amendment.

4.5	Survival. Section 25.7 of the SAA is herebyincorporated herein by this reference and is extended to include the followingsections of this Amendment: Sections 3 ("IP Ownership"), 4.3 ("Maintenance andSupport), 4.4 ("License Agreements"), 7 ("Software Warranty & Disclaimer"),8 ("Representations & Covenants"), 9 ("Indemnification"), 12 ("Maintenance& Support"), 14 ("Support Code Escrow").

DESIGNATED CUSTOMER LICENSE FEES. 

5.1	 The Parties acknowledge that SAPM has paid CommerceOne an initial license fee for the Licensed Software for the DesignatedCustomers, which amount was reported to Commerce One of SAPM's royalty reportunder the SAA for the calendar quarter ended March 31, 2001. Both partiesacknowledge that the license fees payable by SAPM to Commerce One are non-refundable.

5.2	 SAPM agrees to pay to Commerce One an amount equal tothirty five percent (35%) of the License Fees paid by any Designated Customerfor the Licensed Software in excess of two (2) times the agreed upon unit priceper license which unit price was $1,580,000 as set forth in the March 31, 2001quarterly royalty report to the SAA; provided, however, if the customer isdesignated by the parties as a "Joint Customer" (to be jointly approached andengaged with by SAPM and Commerce One) in the customer list to be jointlyreviewed in advance by the Parties, SAPM agrees to pay to Commerce One an amountequal to fifty percent (50%) of the License Fees paid by any Designated Customerfor the Licensed Software in excess of two (2) times the agreed upon unit priceper license which unit price was $1,580,000 as set forth in the March 31, 2001quarterly royalty to the SAA.

AUDIT RIGHTS.
 The retention of records obligationof Section 24 of the SAA is hereby extended to include all records, files,documents, and correspondence relating to the Licensed Software and incorporatedherein by the reference.

SOFTWARE WARRANTY & DISCLAIMER.
 For a periodof six (6) months from delivery of the Licensed Software to SAP, Commerce Onewarrants to SAPM and SAP AG that the Licensed Software shall substantiallycomply with the technical specifications set forth in the applicable productdocumentation. Additionally, Commerce One hereby extends the warranties made inSection 19.1 of the SAA and THE DISCLAIMER OF WARRANTY MADE IN SECTION 19.2 OFTHE SAA TO THE LICENSED SOFTWARE AND INCORPORATES SUCH WARRANTIES AND DISCLAIMEROF THE SAA INTO THIS AMENDMENT BY THIS REFERENCE.

REPRESENTATIONS & COVENANTS.
 Commerce Onehereby extends the representations and warranties made in Section 20.1 of theSAA to the Licensed Software and incorporates such representations andwarranties of the SAA into this Amendment by this reference. SAP AG and SAPMhereby extends the representations and warranties made in Section 20.2 of theSAA Amendment, as applicable, and incorporates such representations andwarranties into this Amendment by this reference.

Commerce One also agrees that it will not assert any patentrights it may have against the combination of collaborative operating platformsand Licensed Software which SAPM or SAP AG implements at the DesignatedCustomers.

INDEMNIFICATION.
 Commerce One hereby extends toSAP AG and SAPM its indemnification obligations made in Section 21 of the SAA toinclude the Licensed Software and incorporates such obligations in to thisAmendment by this reference. SAP AG and SAPM hereby extend to Commerce One theirindemnification obligations made in Section 21 of the SAA to thisAmendment.

9.1	 MAINTENANCE & SUPPORT. Maintenance and supportfor the Licensed Software shall commence effective April 1, 2001. SAPM shall paymaintenance and support fees to Commerce One equal to 10% of the unit price perlicense per annum as set forth in the March 31, 2001 quarterly royalty report tothe SAA. SAPM may cancel maintenance and support for the Licensed Software atany time; provided, however, that such maintenance and support services inrespect of the Licensed Software cannot be reinstated in respect of any suchinstallation after such cancellation unless SAPM remits to Commerce One themaintenance and support fees due in respect of the period ofcancellation.

9.2	 The Parties shall agree on detailed support terms,responsibilities and pricing for Commerce One's maintenance & support of anyLicensed Software to the Designated Customers, including Updates, Upgrades, callreceipt, call screening, installation assistance, problem identification anddiagnosis, hand-over procedures and development level support; provided,however, that all support (including escalation procedures) by each Party shallbe provided in accordance with a mutually agreed upon Support Level Agreementwhich shall be based on the support summary set forth in Exhibit F of theSAA.

SOURCE CODE ESCROW.
 The obligations set forth inSection 27 of the SAA are hereby extended to include the Licensed Software andare incorporated into this Amendment by the reference.

STATUS.
 Except as regards to payments to CommerceOne under Section 5 ("Price") hereunder, Section 29 of the SAA is incorporatedinto this Amendment by this reference.

EXPORT OF LICENSED SOFTWARE.
 Section 30.17 of theSAA is hereby extended to include the Licensed Software and the mySAP.comapplications and is incorporated herein by this reference.

EXPORT CONTROL.
 Section 30.18 of the SAA is herebyextended to include the Licensed Software and the mySAP.com applications and isincorporated herein by this reference.

DESIGNATED CUSTOMER ENGAGEMENT.
 The Parties agreeto immediately engage with Designated Customers in order to facilitate theimplementation of the Licensed Software.

ENTERPRISE PROCUREMENT COMMITMENT.
 The Partiesagree to work in good faith toward cooperation and a revised financial and go-to-market model for the Enterprise Buyer product suite within (30) calendar daysfrom the date hereof.

ASSIGNMENT
. Commerce One hereby authorizes SAPM toassign any or all of its rights and obligations under this Amendment to SAP AGor an SAP AG affiliated company.

AMENDMENT TO AGREEMENT LANGUAGE
. 

In the Agreement, Exhibit B, Section 1.A.3 shall bereplaced in its entirety with the following:

Private MarketSets: Effective April 1, 2001, upon theexecution of the applicable license agreement with the "Named Customers", thelicensing Party shall be responsible for remitting to the other Party, either C1or SAPM, an amount equal to thirty five percent (35%) of the License Fees paidby such Named Customer; provided, however, if the customer was designated a"Joint Customer" in the private exchange customer list to be mutually agreedupon by the Parties, the licensing Party shall be responsible for remitting tothe other Party, either C1 or SAPM, an amount equal to fifty percent (50%) ofthe License Fees for the Joint Offering. In the event the customer subsequentlylicenses from either of the Parties the ability to operate a revenue generatingmarketplace, the licensing Party shall remit to the other Party either 35% or50% (consistent with the applicable percentages above) of the Revenue Sharereceived by the licensing Party pursuant to the customer agreement, which shallnot be less than three percent (3%) of customer Gross Revenues as defined in theapplicable customer and end user agreement, and any other considerationincluding, but not limited to equity of the customer obtained in considerationof such expanded license right, shall be allocated between parties on a similarbasis.

The private exchange "Named Customer List" referenced aboveshall be kept by appointed committees (including representatives from each ofthe SAP field, SAPM, Commerce One field, and Commerce One StrategicSales/Business Development) for each of Americas, EMEA Asia/Pacific, and keptcurrent not less than twice per calendar month.

Notwithstanding the foregoing and notwithstanding anything tothe contrary in the Agreement, the Parties agree that nothing set forth aboveshall prohibit either party from licensing to any of the Named Customers orJoint Customers, and furthermore that the licensing of public and privateexchanges shall be subject to the minimum royalties set forth in Exhibit 1 tothis Amendment (which Exhibit 1 will amend and replace such minimum royaltyamounts set forth in the SAA).

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IN WITNESS WHEREOF, the Parties have caused their dulyauthorized representatives to enter into this Amendment as of the datesindicated below

Commerce One, Inc.
SAPMarkets, Inc.

By: /s/ Robert M. Kimmitt
By: /s/ Andre Simone
Name: Robert M. Kimmitt
Name: Andre Simone
Title: Vice Chairman and President
Title: CFO 
Date: April 10, 2001
Date: April 10, 2001

SAP AG

By: /s/ Henning Kagermann