exv10w4w4






Exhibit 10.4.4




Am Contract No. 750-33576-2001

Amendment # 7




Amendment No. 7 to the

Master Software License and Distribution Agreement

(Contract No. 220-00-0134) between

Cellco Partnership, a Delaware general partnership d/b/a Verizon Wireless

and

Smith Micro Software, Inc.



This Amendment No. 7 (“Amendment”) amends the Master Software License and Distribution
Agreement (“Agreement”) between Cellco Partnership, a Delaware general partnership d/b/a Verizon
Wireless (“Verizon Wireless”) on behalf of itself and for the benefit of its Affiliates and Smith
Micro Software, Inc. (“SMSI”). This Amendment shall be effective on June 11, 2007, (the “Effective
Date”), unless terminated in accordance with the Agreement (Termination).



WHEREAS, Verizon Wireless and SMSI entered into a Master Software License and Distribution
Agreement dated December 1, 2000, which previously has been amended by Amendments No. 1 through
No. 6; and



WHEREAS, Verizon Wireless and SMSI now desire to further amend the Agreement as set forth herein;



NOW, THEREFORE, in consideration of the foregoing promises, and for other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, Verizon Wireless and
SMSI hereby agree as follows:





	 	1.	 	This Amendment is an integral part of the Agreement. The terms used herein which are
defined or specified in the Agreement shall have the meanings set forth in the Agreement.
If there are any inconsistencies between a specific term or condition of this Amendment and
a specific term or condition of the Agreement, the specific term or condition of this
Amendment shall control.
	 
	 	2.	 	Section 1.1 (k) shall be deleted in its entirety and replaced with the following:






	 	“k.	 	“Related Services” means (1) those services such as technical support,
training, customization and adaptation and other services provided for herein which
SMSI will provide to Verizon Wireless hereunder. Those Related Services which will
be provided by SMSI and the charges therefore, if any, shall be as specified on
the Schedules A, A-l, A-2, A-3, A-4, A-6, A-7, A-8 (as further amended herein), B
and E attached hereto, and incorporated herein by reference.”






	 	3.	 	Section 1.1 (m) shall be deleted in its entirety and replaced with the following:





Master Software License and Distribution Agreement, Confidential Amendment No. 7


1








 







	 	“m.	 	 “Software” refers to the computer program and applications, available
hereunder as described in Schedules A, A-l, A-2, A-3, A-4, A-6, A-7 and A-8 (as
further amended herein) and includes all related documentation and manuals.”






	 	4.	 	The definition of “V CAST Music Essentials Manager in Section 1.1 is hereby deleted
in its entirety and replaced with the following:






	 	 	 	“V CAST Music Essentials Manager” or “V CAST Music Manager” means the software
product developed by SMSI under the name “QuickLink Music” for Windows OS
version XP, which will be adapted and customized hereunder pursuant to
specifications written by SMSI and reviewed and approved by Verizon Wireless
(pursuant to the documents entitled V CAST Music Essentials Manager
Specification Version 1.7, dated October 9, 2006, which is attached hereto as
Exhibit A to Schedule A-8, and V CAST Music Manager 2.0 Specification, Version
1.3 b, dated April 29, 2007, which is attached hereto as Exhibit A-l to
Schedule A-8). V CAST Music Essentials Manager shall provide end-users a
PC-based application that allows such end-users to purchase and download music
to their PCs, manage such music on their PCs and to allow Verizon Wireless end
users to transfer such music to their compatible Verizon Wireless devices.
Version 1.0 will support any V CAST Music capable Verizon Wireless device that
has been commercially launched on or before the commercial launch date of V
CAST Music Manager Version 2.0. V CAST Music Manager Version 2.0 will support
any V CAST Music capable commercially launched Verizon Wireless device.”






	 	5.	 	Section 5.1 (a) shall be deleted in its entirety and replaced with the following:
	 
	 	 	 	“a. For orders placed directly by Verizon Wireless, Verizon Wireless shall pay SMSI the
license fees specified in Schedule A for the Single Client, Schedule A-l for the
Combination Client, Schedule A-2 for the QuickLink® Mobile Phonebook software, Schedule A-3
for the Unified Client, Schedule A-6 for the CD Front End Start Up Application and V Cast
Monitor Tool, for each copy distributed by or for Verizon Wireless or any of its authorized
direct or indirect customers, Schedule A-7 for QuickAccess, or Schedule A-8 (as further
amended herein) for V CAST Music Essentials Manager.”





     6. The definition of “V CAST Music Essentials Manager in Section 2 to Schedule A-8 is hereby
deleted in its entirety and replaced with the following:




“V CAST Music Essentials Manager” or “V CAST Music Manager” means the software product
developed by SMSI under the name “QuickLink Music” for Windows OS version XP, which will be
adapted and customized hereunder pursuant to specifications written by SMSI and reviewed and
approved by Verizon Wireless (pursuant to the documents entitled V CAST Music Essentials
Manager Specification Version 1.7, dated October 9, 2006, which is attached hereto as Exhibit A
to Schedule A-8, and V CAST Music Manager 2.0



Master Software License and Distribution Agreement, Confidential Amendment No. 7




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Specification, Version 1.3 b, dated April 29, 2007, which is attached hereto as Exhibit
A-l to Schedule A-8). V CAST Music Essentials Manager shall provide end-users a PC-based
application that allows such end-users to purchase and download music to their PCs, manage such
music on their PCs and to allow Verizon Wireless end users to transfer such music to their
compatible Verizon Wireless devices. Version 1.0 will support any V CAST Music capable Verizon
Wireless device that has been commercially launched on or before the commercial launch date of
V CAST Music Manager Version 2.0. V CAST Music Manager Version 2.0 will support any V CAST
Music capable commercially launched Verizon Wireless device.”




7. The following is added as a new paragraph f to Section 4 of Schedule A-8:




“f. For so long as this Agreement is in effect, in addition to the per copy license fees set
forth in Section 4a. of this Schedule A-8, Verizon Wireless
shall pay SMSI [****] for each copy
of V CAST Music Manager Version 2.0 (and future versions) with [****] technology that is
distributed by any means by or for Verizon Wireless. These fees are in addition to all other
fees payable under this Agreement and shall be invoiced separately therefrom.




In
accordance with SMSI’S arrangement with [***], ‘IMAGES’ (AS DEFINED BELOW) ARE PROVIDED AS-IS.
NEITHER [***] NOR SMSI SHALL INDEMNIFY VERIZON WIRELESS OR ANY THIRD PARTY FOR ANY CLAIMS RELATED
TO IMAGES. IT SHALL BE VERIZON WIRELESS’ RESPONSIBILITY TO IDENTIFY AND SOLICIT ANY NECESSARY
APPROVALS FOR ITS USE OF THE IMAGES. [***] AND SMSI DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. VERIZON
WIRELESS HAS BEEN ADVISED, AND BY ENTERING INTO THIS AMENDMENT 7
AGREES, THAT NEITHER [***] NOR
SMSI HAVE SECURED ANY RIGHTS TO THE IMAGES AND AS SUCH IMAGES ARE PROVIDED AS-IS.




For
the purposes of this Section 4 f, “Images” refers to [****] compilation of scans of product
it receives from various entertainment product manufacturers and other industry sources which
are provided for the sole purpose of promoting or selling the corresponding products for which
each Image was created.




SMSI
acknowledges that Verizon Wireless may determine upon [****] advance notice to
SMSI, or in the case a claim of infringement of V CAST Music Manager has been made by a third
party then immediately upon notice to SMSI, to distribute copies of V CAST Music Manager that
do not include [***] technology, in which case, the additional fees set forth in this
Section 4 f shall not be payable with respect to any such copies so distributed.”




8. The following is added as a new paragraph g to Section 4 to Schedule A-8:




“g. In consideration for SMSI obtaining a license pursuant to which SMSI may supply V CAST
Music Essentials Manager with functionality for encoding and decoding data in accordance with
the [***] under certain patents represented by [****]



Master Software License and Distribution Agreement, Confidential Amendment No. 7


3



**** Confidential
Treatment has been requested for certain redacted provisions of this
exhibit. The redacted provisions are identified by asterisks and
enclosed by brackets. The confidential portions have been filed
separately with the Securities and Exchange Commission.






 




[****] (the “[****]”), Verizon Wireless shall pay SMSI the following
fees, which are in addition to all other fees payable under this Agreement and shall be invoiced
separately therefrom:


[****], payable on the 1st day of each month
commencing June 1, 2007; and


[****], payable on the 1st day of each month commencing June 1, 2008.


Verizon Wireless understands and agrees that the
[****] may not comprise all the
technology, or include licenses to all of the patents pertaining to functionality for encoding
and decoding data in accordance with the [****]. Verizon Wireless acknowledges
that neither [****] nor SMSI make any representation, warranty, covenant or
claim that the [****] for which SMSI acquired license rights include
all applicable [****] patents throughout the world. Accordingly, SMSI SHALL NOT INDEMNIFY VERIZON WIRELESS OR
ANY THIRD PARTY FOR ANY CLAIMS RELATED TO INTELLECTUAL PROPERTY RIGHTS OR PATENTS WHICH ARE NOT
COVERED BY [****], WHICH CLAIMS ARISE FROM MATTERS PERTAINING TO ENCODING AND DECODING
DATA IN ACCORDANCE WITH THE [****].



SMSI acknowledges that Verizon Wireless may determine upon [****] advance notice to
SMSI, or in the case a claim of infringement of V CAST Music Manager has been made by a third
party then immediately upon notice to SMSI, to distribute copies of V CAST Music Manager that
do not include [****] functionality, in which case, the monthly fees set forth
in this Section 4 g shall no longer be payable, effective as of the month that Verizon Wireless
has ceased to make [****] functionality available to new users of V CAST Music
Manager.”



9. The following is added as a new paragraph h to Section 4 to Schedule A-8:



“h. In the event Verizon Wireless should desire to distribute V CAST Music Essential Manager on
CD ROM media for distribution with handsets and/or accessory kits, in each case not provided by
SMSI, Verizon Wireless shall obtain such CD ROMS exclusively from SMSI and shall pay SMSI [****]
produced pursuant to this Section 4 h. In each case where CD ROM media are
distributed with accessory kits provided by SMSI, no incremental License Fees shall be payable
to SMSI under this Section 4 h or under Section 4 a of Schedule A-8 for such accessory kits.”



10. Section 5 of Schedule A-8 is hereby deleted in its entirety and replaced with the following:



“Maintenance for VCAST Music Essentials Manager: SMSI shall provide the maintenance services
specified in the attached Exhibit B, hereto for VCAST Music Essentials Manager for a period of
two years from the Effective Date of this Amendment, for which services Verizon Wireless shall
pay SMSI the sum of [****], with an optional renewal rate at [****] for
one additional year unless Verizon Wireless notifies SMSI in writing,


Master Software License and Distribution Agreement, Confidential Amendment No. 7


4


**** Confidential
Treatment has been requested for certain redacted provisions of this
exhibit. The redacted provisions are identified by asterisks and
enclosed by brackets. The confidential portions have been filed
separately with the Securities and Exchange Commission.






 






not less than [****] prior to the expiration of two years following the Effective Date
of this Amendment, that it does not wish to continue receiving maintenance under this Section
5.”




11. It is acknowledged that the Parties are engaged in negotiations regarding intellectual
property ownership for subject matter outside of the scope of this Amendment. SMSI agrees that
notwithstanding any other provision of this Agreement, Verizon Wireless shall retain the right
to terminate this Amendment for convenience on [****] written notice if the aforesaid
intellectual property ownership issues are not concluded in a manner satisfactory to Verizon
Wireless. Verizon Wireless’ right to terminate this Amendment pursuant to this Section 11
shall automatically terminate upon the Parties’ written agreement concerning the aforementioned
intellectual property rights.




12. Except as specifically provided hereunder, the terms and conditions of the Agreement shall
remain in full force and effect as set forth therein.



     IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed by their duly
authorized officers or representatives.



	 	 	 	 	 	 	 	 	 	 	 
	CELLCO PARTNERSHIP	 	 	 	SMITH MICRO SOFTWARE, INC.	 	 
	d/b/a Verizon Wireless	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ James L. Daniels 
	 	 	 	By:
	 	/s/ Andrew Schmidt	 	 
	Name:

	 	James L. Daniels
	 	 
	 	Name:
	 	 

Andrew Schmidt
	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Title:

	 	VP	 	 	 	Title:
	 	CFO	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Date:

	 	6/12/07	 	 	 	Date:
	 	6/11/07	 	 
	 

	 	 	 	 	 	 	 	 	 	 





Master Software License and Distribution Agreement, Confidential Amendment No. 7


5



**** Confidential
Treatment has been requested for certain redacted provisions of this
exhibit. The redacted provisions are identified by asterisks and
enclosed by brackets. The confidential portions have been filed
separately with the Securities and Exchange Commission.