**Exhibit 10.31**

** **

**STRATEGIC ALLIANCE AGREEMENT AMENDMENT No. 4**

 

The Strategic Alliance Agreement by and among SAP AG, SAP Markets, Inc.(collectively “SAP”) and Commerce One, Inc. (now named Commerce One Operations,Inc.) (“Commerce One” and, collectively with SAP, the “Parties”) datedSeptember 18, 2000, including all amendments (collectively, the “SAA”), isfurther amended by the addition of this Amendment No. 4 (“Amendment”), which iseffective January 01, 2002 (“Effective Date”). As of theEffective Date, this Amendment shall become part of and subject to the termsand conditions of the Agreement, which, except as expressly modified by thisAmendment, remains unchanged and in full force and effect.  In the event of a conflict between the termsof this Amendment and the Agreement, the terms of this Amendment shall govern.All terms not otherwise defined herein shall have the meanings ascribed to themin the Agreement.

WHEREAS, under theSAA the Parties agreed to establish a new royalty structure to apply afterDecember 31, 2001;

WHEREAS, theParties have found that the current royalty structure of the SAA, in particularthe multi-category revenue reconciliation at the end of each quarter, consumesan unacceptable amount of administrative resources and causes confusion for thesales force in the field,

WHEREAS, theParties wish to simplify the royalty structure under the SAA for the mutualbenefit of both Parties,

WHEREAS, theParties intend to phase-out the Enterprise Buyer branding;

                NOW THEREFORE, in consideration for the terms in thisAmendment, the sufficiency of which both Parties acknowledge, the Parties agreeas follows.

I.      **Royalty Payments**

1. A.                **Effective Date through March 31, 2002**:

SAP:  From theEffective Date until March 31, 2002 (“First Quarter”), for the payment ofroyalties under Sections 13.1 and 13.2.1, SAP shall pay to Commerce One byMarch 31, 2002 a fixed quarterly royalty of [***]  (to be deducted from prepaid royalties) for the right to make anunlimited number of sales under Sections 13.1 and 13.2.1.  Such fixed quarterly royalty shall benon-refundable and shall not be subject to a right of carry-forward to futurequarters.

Commerce One:  From theEffective Date until March 31, 2002, for the payment of royalties underSections 13.1 and 13.2.1, Commerce One shall pay SAP [***] of any License Feesfor the Joint Offering.  Forclarification, any licenses of Enterprise Buyer Desktop on a standalone basismade by Commerce One during this period shall be subject to the [***] royaltyrate as set forth in Exhibit B-1 of the SAA.

B.             **April 1, 2002 throughJune 30, 2002**:

SAP:  From April1, 2002, until June 30, 2002 (“Second Quarter”), for the payment of royaltiesunder Sections 13.1 and 13.2.1, SAP shall pay to Commerce One by June 30, 2002a fixed quarterly royalty of [***] (to be deducted from prepaid royalties) forthe right to make an unlimited number of sales under Sections 13.1 and13.2.1.  Such fixed quarterly royaltyshall be non-refundable and shall not be subject to a right of carry-forward tofuture quarters.  SAP shall also pay toCommerce One by 

 

[***]  Confidential treatmenthas been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separatelywith the Securities and Exchange Commission.

 

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June 30, 2002 afee of [***] representing maintenance fees for second quarter maintenancerelating to the license rights for the First Quarter set forth in sectionI.1.A. above

Commerce One:  From April1, 2002 until June 30, 2002, for the payment of royalties under Sections 13.1and 13.2.1, Commerce One shall pay to SAP [***] of any License Fees for theJoint Offering, plus [***] of any maintenance fees resulting from sales of theJoint Offering under Sections 13.1 and 13.2.1 in the First Quarter.  For clarification, any licenses ofEnterprise Buyer Desktop on a standalone basis made by Commerce One during thisperiod shall be subject to the [***] royalty rate as set forth in Exhibit B-1of the SAA.

C.             **July 1, 2002 untilSeptember 30, 2002:**

SAP:  From July 1,2002 until September 30, 2002 (“Third Quarter”), for the payment of royaltiesunder Sections 13.1 and 13.2.1, SAP shall pay Commerce One a fixed quarterlyroyalty of [***] (to be deducted from prepaid royalties) for the right to makean unlimited number of sales under Sections 13.1 and 13.2.1.  Such fixed quarterly royalty shall benon-refundable and shall not be subject to a right of carry-forward to future quarters.  SAP shall also pay to Commerce One bySeptember 30, 2002 a fee of [***] representing maintenance fees for thirdquarter maintenance relating to the license rights for the First Quarter andthe Second Quarter set forth in section I.1.A. and I.1.B above.

Commerce One:  From July 1,2002 until September 30, 2002, for the payment of royalties under Section 13.1and Section 13.2.1, Commerce One shall pay SAP [***] of any License Fees forthe Joint Offering, plus [***]% of any maintenance fees resulting from sales ofthe Joint Offering under Sections 13.1 and 13.2.1 in the First Quarter and theSecond Quarter. For clarification, any licenses of Enterprise Buyer Desktop ona standalone basis made by Commerce One during this period shall be subject tothe [***] royalty rate as set forth in Exhibit B-1 of the SAA.

 

2.     For theperiod from September 30, 2002 until termination of the SAA (which, forclarification herein, terminates by its terms on September 30, 2003)(“Remaining Period”), SAP and Commerce One shall mutually agree on a newroyalty structure for MarketSets for the SAA. If the Parties are unable to reach an agreement on a new royaltystructure for MarketSets, then the royalty structure existing at January 1,2002 shall take effect for the Remaining Period, except that by the last day ofeach calendar quarter during the Remaining Period (a) SAP shall pay to CommerceOne [***] representing maintenance fees for the First Quarter, the SecondQuarter and the Third Quarter, and (b) Commerce One shall pay to SAP [***] ofany maintenance fees resulting from sales of the Joint Offering under Sections13.1 and 13.2.1 in the First Quarter, the Second Quarter and the Third Quarter.

 

3.     The parties intend to phase out the Enterprise Buyer productsand to replace them with each party’s respective successor procurement products**. **Forclarification, royalties under the SAA for EnterpriseBuyer Desktop Edition andEnterpriseBuyer Professional Edition shall not apply to [***].

4.     From the Effective Date, SAP shall not havethe right to sell EnterpriseBuyer Desktop Edition outside of the Joint Offeringor outside of mySAP.com, and Commerce One shall no longer have the right tosell EnterpriseBuyer Professional Edition outside of the Joint Offering.

# *5.     For the avoidance of doubt, this Amendmentshall not entitle SAP to any refund of payments or prepayments made before theEffective Date or relieve either Party of the obligation to pay maintenancefees applicable under Section 13.2.3 of the SAA for sales before the EffectiveDate.*

 

II.            **Migration Plan**

 

[***]  Confidential treatmenthas been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separatelywith the Securities and Exchange Commission.

 

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The parties agree to the terms of the Migration Planset forth on Appendix A hereto, which is incorporated by reference as thoughfully set forth herein.

###### *** ***

###### ***III.          ***Past Royalty Methodology

## Each party agrees that itwill not challenge the methodologies used by the other party to calculateroyalty payments owed under the SAA prior to January 1, 2002.  This provision shall not eliminate the rightof either party to exercise their audit rights pursuant to section 24 of theSAA in respect of such calculations or any recourse either party may have withrespect to such calcuations thereunder.

 

IV.           **MarketConnect and Messaging System Requirements forXDKPro and Versioning Library**

## ***1.    ***Subject to the terms and conditionshereof, for the period commencing January 1, 2002 and ending September 30, 2002(herein, the “License Period”), Commerce One will grant SAP and SAP Markets:(i) a nonexclusive, [***] nontransferable license to [***] the components of[***] developed by Commerce One [***] on an OEM basis as part of [***]; and(ii) with respect to the [***] code or other third party software included inthe Components (“Third Party Software”), a nonexclusive, [***] nontransferablelicense to [***] the Components on an OEM basis as part of [***].  To the extent such license rights cannot begranted by Commerce One, SAP shall be responsible for negotiating with thethird parties to obtain the necessary rights. Further, such license to the Third Party Software shall be subject tothe restrictions set forth in the relevant third party software licenseagreements, which restrictions are set forth on Appendix B, which areincorporated by reference as though fully set forth herein.  SAP may [***] the Components and Third PartySoftware [***],[***] are bound in writing, for the benefit of Commerce One andits licensors, to the restrictions set forth in this section IV and on AppendixB.

## 2.     SAP shall distribute the Components pursuant to a mutuallyagreed end user license agreement.  SAPfurther agrees that it will not decompile, disassemble, decode, extract,reverse translate or reverse engineer the Components and that it will notpermit end users to do so.  SAP will payCommerce One, during the License Period, license fees [***] for the [***]Components during the License Period in accordance with the terms hereof.  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.

## ***3.    ***SAP Markets will provide support andmaintenance to licensees. During the License Period, Commerce One will provide[***].  After the License Period,[***].  If no such agreement is reachedby September 30, 2002, such maintenance will default, for an interim period[***] paid for such licenses by SAP [***]***.***

## 4.     Theparties agree that [***] is a product that was jointly developed by SAP andCommerce One [***].  The parties agreethat [***] may have been used in projects by the parties prior to January 1,2002 [***].

# *V.            **Exclusivity Commitments in the Strategic Alliance Agreement***

# *Theparties agree to terminate the mutual exclusivity commitments in the SAA(section 7.1.1. through 7.2.4), and to waive any potential historical claimsagainst each other based upon such commitments.*

# * *

# *[***]  Confidential treatment has been requestedfor the bracketed portions.  Theconfidential redacted portion has been omitted and filed separately with theSecurities and Exchange Commission.*

 

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# *VI.           **AllianceGovernance***

## 1.     The parties agree to resume immediately the regular activitiesof the alliance governing committees. The executive committee will consist of:

###                                     For SAP and SAP Markets: Werner Brandtand Gary Fromer

###                                     For Commerce One: Alexsis de Raadt-St.James and Chuck Boynton

## 2.     The executive committee will name the other committee members(marketing and sales committee and development committee).

# *VII.          **Publicity***

## The parties shallcoordinate in advance on all official public communications regarding the termsof the alliance between the parties.

##  

##  

## [Signature Block onFollowing 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. |   |   | SAPMARKETS, INC. |       |
|--------------------|--------|--------|------------------|------------|
|               |   |   |             |       |
| By:                |   |   |             | By:        |   |   |
| Name:              |   |   |             | Name:      |   |   |
| Signature:         |   |   |             | Signature: |   |   |
| Title:             |   |   |             | Title:     |   |   |
|               |   |   |             |       |
| SAP AG             |   |   |             |       |
|               |   |   |             |       |
| By:                |   |   |             |       |   |
| Name:              |   |   |             |       |   |
| Title:             |   |   |             |       |   |
| Signature:         |   |   |             |       |   |
|                    |        |        |                  |            |  |  |  |  |  |  |  |  |

 

##  

 

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## **Appendix A -****Legacy Product Migration Plan**

 

This Appendix A to Amendment4 (dated January 1, 2002) of the Strategic Alliance Agreement is part of andsubject to the terms of the Amendment 4. 

 

# ***Enterprise Buyer***

## For clients who licensedthe Enterprise Buyer “Suite” or mySAP.com between September 18, 2000 andDecember 31, 2000 or Commerce One BuySite or SAP Business-to-BusinessProcurement prior to September 18, 2000:

### For each client, theobligations regarding upgrade to EBP or EBD (as applicable) will be honored asspecifically provided in the SAA.

### Each party agrees toprovide maintenance and support to such customers in accordance with the SAA,provided that the obligation of each party to make maintenance payments to theother party in respect of any such customer will apply only to the extent thatthe other party’s offering (EBP or EBD, as applicable) has been implemented bysuch customer.

## The parties agree to[***].

# ***MarketSet***

## The parties do not intendto sell [***] except as may be specifically agreed in writing in advance by SAPMarkets’ or Commerce One senior sales management:

### SAP/SAP Markets:  John Burke (Americas/APA); Emma Morice(EMEA); Bernd-Uwe Pagel (Public Exchanges), in all cases, confirmed in writingby Peter Rasper.

### Commerce One: BobSingsank (Americas); Bill Fraine (EMEA); Bill Fraine (APA), in all cases,confirmed in writing by Chuck Boynton.

### Any varying terms fromstandard royalties under the SAA must be set forth in writing by theseindividuals in advance.

### Any agreements to engagejointly in place prior to this revision must be reviewed and approved by seniorsales management as above.

## For new MarketSetprospects, the MarketSet solution will be limited to [***] (specifically, [***]***.***

 

[***]  Confidential treatmenthas been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separatelywith the Securities and Exchange Commission.

 

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##### **[***] MOE Licenses**

## 1.     SAP and SAP Markets [***] as quickly as feasible based on salescycles and client requirements

## 2.     From the Effective Date through September 30, 2002, SAP and SAPMarkets will provide as much advance notice to Commerce One [***] as iscommercially reasonable.  Thereafter,the notice requirement shall revert to the notice terms set forth in Amendment2 of the SAA dated April 12, 2001 (“Amendment 2”).

## 3.     SAP and SAP Markets [***] that is commercially feasible. Forclarification, the [***] set forth in section 2.1.1 of Amendment 2, includesthe right to [***].

## 4.     SAP is electing to cancel maintenance and support feeobligations with respect to [***] licenses effective January 1, 2002.  Pursuant to this cancellation, no furthermaintenance and support fees will be paid to Commerce One for [***] licenses[***]. When [***], applicable maintenance and support obligations and paymentswill recommence at the applicable rate pursuant to the terms of section 9.2 ofAmendment 2.  [***]

## **PriorMaintenance and Support Agreements**

 

                By e-mails betweenthe parties dated September 13, 2001 and September 25, 2001, the partiesreached certain agreements regarding maintenance and support to be effectiveJanuary 1, 2001.  This provision and theattached Exhibit 1 hereto (which is incorporated by reference as though fullyset forth herein) shall serve to memorialize and further clarify such prioragreements, as follows:

 

                Joint Maintenanceand Support will apply [***] who have a current license for (i) [***].  In such cases, the maintenance and supportfees will be shared as follows:

 

                Licensing partywill charge the customer maintenance and support fees of [***].

 

                Licensing partywill pay [***] of the support and maintenance fees to the other party.

 

                The licensingparty will be responsible for providing support and maintenance to thecustomer.

 

                The non-licensing party willprovide support on their technology to the licensing party in accordance withExhibit F of the Strategic Alliance Agreement.

 

                In the event that a customerdescribed above discontinues maintenance or ceases productive use of theproduct covered by such maintenance terms (MarketSet, Enterprise BuyerProfessional or Enterprise Buyer Desktop, as applicable), [***].

 

[ENDOF APPENDIX A]

 

[***]  Confidential treatmenthas been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separatelywith the Securities and Exchange Commission.

 

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**Exhibit 1 to Appendix A to Amendment 4 of StrategicAlliance Agreement**

 

 

This Exhibit 1 to Appendix Ato Amendment 4 (dated January 1, 2002) of the Strategic Alliance Agreement ispart of and subject to the terms of the Amendment 4. 

** **

** **

**Definitions**

** **

In this agreement the following terms should beunderstood as follows:

•      Support revenues are the [***] as defined in Schedule F of the Strategic Alliance Agreement (SAA).

•      Maintenance revenues are the [***].

** **

** **

**Scope of the agreement**

** **

SAPMarkets and CommerceOne will cooperate together to provide support solutions for the joint marketplacesolution. This agreement is intended to change only the [***] in the SAA.

 

 

**Geographic Scope**

 

The geographic scope of this agreement extends to allcountries in which

the SAPMarkets / Commerce One joint marketplacesoftware is installed.

 

** **

**Executive Summary**

** **

Since the execution ofthe Strategic Alliance Agreement (SAA) between Commerce One, SAPMarkets, andSAP AG, the support and maintenance revenue [***].  Commerce One and SAPMarkets/SAP AG each receive [***] support andmaintenance fee respectively.

 

[***]  Confidential treatmenthas been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separatelywith the Securities and Exchange Commission.

 

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** **

**Terms of agreement**

 

This agreement will set a [***] for the support and maintenance [***]pertaining to [***] software licenses. [***] would go to the seller, and [***] would go to the other partner.  The build-up to this is as follows:

For support, there is a [***] goes to the selling party, and [***] tothe other partner.  It is evident, basedon SAPMarket’s and Commerce One’s call tracking systems, that both supportorganizations have provided value to each other, and must continue to providethis value in the future.  [***]

To determine how [***] would be shared, it was agreed that [***] wouldbe done.  SAPMarkets reviewed its [***]and Commerce One reviewed its [***] to determine the overall [***] bothcompanies agreed to [***] maintenance revenues [***].  Going forward, it was agreed that both companies would reviewtheir software license agreements to determine the product mix. It has beenacknowledged that the [***] mix of products will change over time.  Therefore, it has been agreed that thepartners continue this process of [***] analysis regularly to ensure eachpartner’s software development organizations are [***].

This agreement will be effective immediately and will cover all(existing and new) deals effective January 1, 2002.

Exhibit 1 (on following page) shows graphically what has been justdescribed:

 

[Remainder of page intentionally left blank]

 

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Exhibit 1. New [***] Maintenance (level 3) and Support (level 2) [***]

** **

** **

**Future Considerations and Revisionsof this agreement**

 

Both companies, CommerceOne and SAPMarkets, have agreed to revisit the business justifications behindthe agreed upon maintenance and support percentages on a semi-annual basis. Thedeadline to revisit the business justification is 30 days prior to the end ofthe quarter. Next revisit will be in Q3, 2002. If Commerce One and SAPMarketscannot agree on the percentages by the deadline, the default percentage is themost recently agreed upon percentage.

Infuture revisions an updated split based on the product mix or license contractBill of Materials (BOM) analysis will be considered as explained before.

 

[END OF EXHIBIT1]

 

[***]  Confidential treatment has been requestedfor the bracketed portions.  Theconfidential redacted portion has been omitted and filed separately with theSecurities and Exchange Commission.

 

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### **APPENDIX B - THIRD PARTY LICENSERESTRICTIONS**

 

This Appendix B to Amendment4 (dated January 1, 2002) of the Strategic Alliance Agreement is part of andsubject to the terms of the Amendment 4. 

 

 

I.                     [***]

A.  Modification.  SAP agrees that it shall not:

1.                 Modify the Java [***] and Java [***]components of the Licensed Software;

2.                 Use the Java [***] in the design, construction,operation or maintenance of any nuclear facility; and

3.                 Create any additional classes, interfaces orsubpackages that are contained in the “Java,” “Javax” or “Sun” packages in anyclass file naming convention.

 

B.   IP Markings.  SAP agrees that it shall not remove,obliterate or obscure any copyright, trademark or other proprietary orrestricted rights notices, legends or markings on or in the licensed software.

 

II.                [***]

A.                   Bundling.  SAP agrees that it will: (i) only distributethe [***]software when bundled with or for use in conjunction with the [***] software; and(ii) only distribute the [***] software for use in conjunction with [***] thereto.

 

B.                   EULA Provisions.  SAP agrees to include terms at least asrestrictive as the following in its EULAs:

1.      End user will not modify or alter the licensed software in anyway.

2.      End user are prohibited from using the [***] software except inconnection with the [***] software.

3.      Title to the licensed software remains with Commerce One andits licensors.

4.      End user is prohibited from furtherdistributing the licensed software.

5.      End user will not alter or remove anyagreement, trademark notice, copyright notice or other proprietary rightsnotice of PSC, its licensors and their suppliers contained in the licensedsoftware.

6.      End user will not lease, assign, sublicense,or otherwise convey licensed software in whole or in part.

7.      End user agrees to comply strictly withall regulations and acknowledges that it has the responsibility to obtainlicenses to export, re-export or import the [***].  [***] software may not be downloaded, or otherwise exported orre-exported: (i) into, or to a national or resident of, Cuba, Iraq, Iran, NorthKorea, Libya, Sudan, Syria, or any other country to which the U.S. hasembargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list ofSpecially Designated Nations or the U.S. Commerce Department’s Table of DenialOrders; and (iii) is subject to the U.S. Export Administration Act and itsassociated regulations, and may be subject to export or import regulations inother countries.

8.      End user agrees use, duplication ordisclosure by the United States government is

 

[***]  Confidential treatment has been requestedfor the bracketed portions.  Theconfidential redacted portion has been omitted and filed separately with theSecurities and Exchange Commission.

 

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subject to therestrictions as set forth in the Rights in Technical Data and Computer SoftwareClauses in DFARS 252.227-7013(c)(1)(ii) and FAR 52.227-19(c)(2) as applicable.

9.                 SAP will make no representations onbehalf of Commerce One’s licensors or their suppliers.

10.           SAP will disclaim all implied warranties.

11.           End users are prohibited from reverseengineering or decompiling the [***] software to the extent permitted by law.

12.           SAP will disclaim the liability ofCommerce One’s licensors and their suppliers for all damages, whether direct,special, incidental or consequential damages.

 

C.                                                              ThirdParty Licensor Terms.

# *The following areadditional license requirements applicable for the following specific thirdparty products which are included within the [***] software and SAP agrees toincorporate the additional applicable license provisions into its EULA prior toshipping the connector.*

 

# *1.*                [***]

a.       Licenseto Distribute.User are granted a royalty-free right to reproduce and distribute the [***]Software provided that User:  (i)distribute the [***] Software complete and unmodified (except for the specificfiles identified as optional in the [***] Software README file), provided thatthe [***] Software is distributed with your Java applet or application(“Program”); (ii) do not distribute additional [***] Software intended toreplace any component(s) of the [***] Software; (iii) do not remove or alterthe Agreement, any proprietary legends or notices contained in the [***]Software; (iv) only distribute the [***] Software subject to this Agreement;(v) may not create, or authorize your licensees to create additional classes,interfaces, or subpackages that are contained in the “java” or “sun” packagesor similar as specified by Sun in any class file naming convention; and (vi)agree to indemnify, hold harmless, and defend Sun and its licensors from andagainst any claims or lawsuits, including attorneys’ fees, that arise or result

from the use or distribution of the Program.

b.        Exception to your separate license agreement for [***] SOFTWARE DEVELOPMENT KIT,STANDARD EDITION, VERSION 1.2.2 (“SDK License”). Pursuant to the terms andconditions contained in Section 1 above, User are permitted to reproduce anddistribute, only as part of the [***] Software, those specific binary codefile(s) from your copy of the [***] SOFTWARE DEVELOPMENT KIT, STANDARD EDITION,VERSION 1.2.2 which are listed in the [***] Software README file notwithstandingthe SDK License prohibition on distribution. Except as specifically permitted by this Agreement or any exceptioncontained in [***] (TM) Version 1.0 binary code license

 

[***]  Confidential treatmenthas been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separatelywith the Securities and Exchange Commission.

 

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(http://java.sun.com/products/hotspot/index.html),no other modification of, or addition to, the JAVA(TM) 2 RUNTIME ENVIRONMENT,STANDARD EDITION, VERSION 1.2.2 is permitted.

c.   Trademarks and Logos. User acknowledgeas between User and Sun that Sun owns the Java trademark and all Java-relatedtrademarks, logos and icons including the Coffee Cup and Duke (“Java Marks”)and agrees to comply with the Java Trademark Guidelines athttp://java.sun.com/trademarks.html.

 

2.                 [***]

RedistributionInformation.  User acknowledges that the [***] containsthe [***][***] Edition and the IBMÒ Runtime Environment for WindowsÒ,[***], and that this IBM technology is licensed to User  “AS IS” without warranty of any kind,whether express or implied.  IBM assumesno liability for any claim that may arise regarding the use of such IBMtechnology.

 

3.     [***] TM TECHNOLOGY EDITION, VERSION 1.1.8.

a.           Redistribution Information. The files/modules listed below or located in the directory named below,may be copied onto your media, in object code only, when your application isdependent upon them, subject to the following terms and conditions.

 

b.             User agrees:

i.              Thatcopies of these modules are provided ‘AS IS’. User is responsible for all technical assistance for your application;

ii.                  To indemnify IBM from and against any third partyclaim arising out of the use or distribution of your  application;

iii.               Not to use IBM’s name or trademarks in connection withthe marketing of your applications without IBM’s prior written consent;

iv.              To prohibit the recipient from copying (except forbackup purposes), reverse assembling, reverse compiling, or otherwisetranslating the application; and

v.                 Not to use the same path name as the originalfiles/modules.

 

4.      [***] VERSION 1.1.8 DIRECTORIES- jre11\bin\ , jre11\dll\ ,jre11\lib\ .

Your applicationcontaining a copy of the above referenced files/modules must be labeled asfollows:

 

[***]  Confidential treatmenthas been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separatelywith the Securities and Exchange Commission.

 

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“CONTAINS

 

[***]

 

Runtime Modules

(c) Copyright IBMCorporation 1998-1999

All Rights Reserved”

 

5.                 SPECIFIC TERMS REQUIRED BY SUN.

a.                Restrictions. Notwithstanding anything to the contrary in the International ProgramLicense Agreement User is granted a royalty-free right to reproduce anddistribute the Program Code provided that User: (i) distribute the Program Codecomplete and unmodified, only as part of, and for the sole purpose of running,your Java applet or application into which the Program code is incorporated;(ii) do not distribute additional [***] Software intended to replace anycomponent(s) of the Program Code (iii) only distribute your Java applet orapplication subject to a license agreement that protects IBM and itssubsidiaries and suppliers interests consistent with the terms containedherein; (iv) may not create, or authorize your licensees to create additionalclasses, interfaces, or subpackages that are contained in the “java”, “javax”or “sun” packages or similar as specified by Sun in any class file namingconvention; and (v) agree to indemnify, hold harmless, and defend IBM and itssubsidiaries and suppliers from and against any claims or lawsuits, includingattorneys’ fees, that arise or result from the use or distribution of yourapplet or application.

 

The Program Code is notdesigned or intended for use in on-line control of aircraft, air traffic,aircraft navigation or aircraft communications; or in the design , construction,operation or

maintenance of anynuclear facility. IBM AND ITS SUBSIDIARIES AND SUPPLIERS DISCLAIM ANY EXPRESSOR IMPLIED WARRANTY OF FITNESS FOR SUCH USE.

 

b.          Trademarks and Copyrights.

i.                     User shall not modify, delete, suppress, or obscureany copyright, trademark or other legal notice (whether from IBM or any thirdparty) which may be displayed by or included within the Program Code.

ii.                  User will include written copyright and other legalnotices (including notice to US Government users) in the Offering and on itspackaging sufficient to protect the intellectual property rights of IBM and itssuppliers.

 iii.            Userrecognize IBM’s and Sun’s ownership and title to their respective trademarksand of any goodwill attaching thereto, including goodwill resulting from use.User will not use or attempt to register any trademark which is confusinglysimilar to such IBM or Sun trademarks.

 iv.           Onall Publications and product packaging for your Offering User will include theProgram Title to indicate that the Program Code is included within theOffering, ensuring that:

 

[***]  Confidential treatmenthas been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separatelywith the Securities and Exchange Commission.

 

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•     The ProgramTitle is less prominent in the Publications than your own trade names ortrademarks for the Offering, while still being reasonably noticeable toCustomers;

•     Any IBMtrademarks forming part of the Program Title are acknowledged as “trademarks ofIBM Corporation”, and any Sun trademarks forming part of the Program Title areacknowledged as “trademarks of Sun Microsystems Inc.”

•     Suchacknowledgments shall be no less prominent than any similar acknowledgment ofyour own trademarks.

 

## 6.     GNU. [***]

RedistributionInformation.   No GNU public license or similar open sourcelicenses contained within the Software shall be removed or modified and noproprietary rights notices or agreements accompanying the Software shall bedeleted.

 

[END OF APPENDIX B]

 

 

[***]  Confidential treatment has been requestedfor the bracketed portions.  Theconfidential redacted portion has been omitted and filed separately with theSecurities and Exchange Commission.

 

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