Exhibit 10.12 

**TRADEMARK LICENSE**

This Trademark License (the “License”) is entered intothis 29th day of December, 2000 (the “Effective Date”) between SunMicrosystems, Inc., a Delaware corporation with its principal place of businessat 901 San Antonio Road, Palo Alto, California 94303 (“Sun”) andInprise Corporation, with a principal place of business at 100 Enterprise Way,Scotts Valley, CA 95066 (“Licensee”). 

This License is executed concurrently with or subsequent toLicensee’s entering into a Sun Community Source License version 2.5 forJavaTM 2 Platform, Micro Edition, Connected Limited Device Configuration(Agreement No. 80615), Sun Community Source License version 2.7 for JavaTM 2Platform, Micro Edition, Mobile Information Device Profile (Agreement No.80616), and Sun Community Source License version 2.9 for JavaTM 2 Platform,Micro Edition, JavaTV Profile (Agreement No. 80617) with Sun (“SCSL”)shall mean the applicable Sun Community Source License for the particularTechnology, including such applicable terms from the Software License AgreementNo. 80613 between the parties). The terms and conditions of this License shallsupersede any inconsistent or conflicting terms and conditions in the SCSL.Capitalized terms not defined herein shall have the meaning specified in theSCSL. 

WHEREAS Sun is the owner of all right, title and interest in theTechnology Compliance Logo; 

WHEREAS Sun wishes to promote and protect the TechnologyCompliance Logo in connection with the Sun’s Java 2 Platform, MicroEdition, while maintaining compatibility of products incorporating animplementation of Sun’s Java 2 Platform, Micro Edition technology with thespecification for that technology; 

WHEREAS Licensee wishes to license the Technology ComplianceLogo from Sun for use in association with products incorporating animplementation of Sun’s Java 2 Platform, Micro Edition technology; 

WHEREAS Licensee has entered into a Sun Community Source Licensefor Java 2 Platform, Micro Edition with Sun, pursuant to which Licensee may havean option to use the Technology Compliance Logo; and 

WHEREAS Sun is willing to permit Licensee to use the TechnologyCompliance Logo under the terms and conditions set forth in this License; 

NOW THEREFORE, Sun and Licensee enter into this License on thefollowing terms. 

**1.0     DEFINITIONS.**

1.1     “Technology Compliance Logo(s)” means theparticular Sun Trademark(s) specified in Exhibit A hereto to be used by Licenseeto indicate that Products implementing a Technology meet the applicablecompatibility requirements specified in the SCSL. Sun shall provide Licenseeaccess to the Technology Compliance Logo(s) and instructions for use viaSun’s designated web site upon execution of this License. Sun may revisethe Technology Compliance Logo(s) from time to time during the Term. 

1.2     “FCS” means first commercial shipment of aproduction version of a software or hardware product or technology. 

1.3     “For Java Tagline” means the words “ForJava” and no other Sun Trademarks. 

1.4     “Java Authorized Licensee logo” means the CoffeeCup logo with the words “Java Authorized Licensee” which Sun makesavailable for non-Product use pursuant to the terms of this License. Sun mayrevise the Java Authorized Licensee logo from time to time during the Term. 

1.5     “Java Logo(s)” means collectively the Technology Compliance Logo(s)and Java Authorized Licensee logo. 

1.6     “Java Trademark Guidelines” means the graphicsstandards and usage guidelines provided by Sun together with the then-currentSun Trademark and Logo Usage Requirements (currently located athttp://www.sun.com/policies/trademarks), as may be revised by Sun during theTerm, and which are incorporated by reference into this License. 

1.7     “Product(s)” means Licensee’s productincorporating an executable version of Compliant Covered Code distributedpursuant to the SCSL Commercial Use License and Technology Compatibility Kitlicense. 

1.8     “Sun Trademarks” means Sun’s SUN, JAVA, andJINI trademarks and logos and all SUN, JAVA and JINI based trademarks and logos,including without limitation JAVA, JAVA COMPATIBLE, the Java Compatible logo,JAVA POWERED, the Java Powered logo, the Coffee Cup logo, the For Java Taglineand the Java Logos, whether now in use or adopted in the future. 

1.9     “Term” means the term of this License as specified in Section 6.1. 

**2.0     TRADEMARKS.**

2.1     Grant to Licensee. Subject to all restrictions set forth inthe SCSL and this License, Sun grants to Licensee a worldwide, non-exclusive,non-transferable, license to: 

          a. Technology Compliance Logo(s): use the Technology Compliance Logo(s)only in connection with the marketing, advertising, distribution and/or sale of eachProduct that fully meets the requirements of Section 2.6 below; 

          b. JavaAuthorized Licensee logo: use the Java Authorized Licensee logo on marketingmaterial, trade show material and collateral, whether or not in connection witha specific Licensee Product, to advertise that Licensee is a current SCSLlicensee provided that the Java Authorized Licensee logo may not be used on anyProduct (including media or electronic versions), Product packaging or Productdocumentation or other items that accompany Licensee’s shipping containers; 

          c. For Java Tagline: use the For Java Tagline in conjunction with, andimmediately following, the name(s) of each Product that fully meets the requirements ofSection 2.6 below; and 

          d. No OtherRights: Licensee is granted no other right, title or interest in or license tothe Java Logo(s), the For Java Tagline, or any other Sun Trademark for anypurpose, and is specifically granted no right to sublicense the Java Logo(s),the For Java Tagline, or any other Sun Trademarks. 

          e. No Limitationon Use. Subject only to the rights specifically granted to Licensee hereunder,nothing contained in the License shall be construed to limit or restrict, in anyway or manner any right of Sun to encumber, transfer, license, access, referenceor practice any Sun Trademark in any way for any purpose or use, includingwithout limitation, Sun’s use, licensing and/or registration of SunTrademarks anywhere in the world for any purpose. 

          f.Amendment/Replacement of Java Logo(s). Sun reserves the right to amend theTechnology Compliance Logo(s) and/or the Java Authorized Licensee logo or toreplace them with different logos. Upon Notice from Sun, Licensee shall ceaseuse of the amended or replaced Java Logo(s) as quickly as reasonably possible onProduct and all material associated with Product. In addition, Licensee shallnot affix the amended or replaced Java Logo(s) to new Product not yet beingmanufactured, or to materials associated with such new Product, but insteadshall use the replacement/amended logo(s) supplied by Sun. 

2.2     Territory Reduction. Sun may modify the license grantspecified in Section 2.1 above to eliminate any jurisdiction from this Licenseif Sun reasonably determines that use or continued use of the Java Logo(s) insuch jurisdiction may subject Sun or any third party to legal liability, or mayjeopardize Sun’s rights in the Java Logo(s) or any other Sun Trademark inthat or any other jurisdiction. In such event, as quickly as possible but in noevent later than sixty (60) calendar days after receipt of Notice from Sun, orsuch earlier date as required by court or judicial order, Licensee shall ceaseall use of the Java Logo(s) in such jurisdiction. 

2.3     Recordal Notice. Licensee shall use commercially reasonableefforts to provide Sun with written notice prior to shipping any Product into orusing a Java Logo in one of the following countries: Israel, South Korea,Liberia, the People’s Republic of China and the Republic of China (Taiwan);but in no event later than twenty days after actual shipment of the Product intosuch countries. Sun may amend this list of countries at any time by writtennotice to Licensee. 

2.4     Ownership of Sun Trademarks. As between Sun and Licensee,Licensee acknowledges and agrees that Sun is the sole owner worldwide of allright, title and interest in and to the Sun Trademarks and all goodwillassociated with the Sun Trademarks, for use on and in connection with computerhardware, software, peripherals, technologies, services and other related goodsand services. Licensee shall not (a) challenge Sun’s ownership or use ofSun Trademarks; (b) attempt to register any Sun Trademarks, or any mark or logosubstantially similar thereto; (c) remove, alter, or add to any Sun Trademarks;(d) co-brand or co-logo its products with any Sun Trademarks; or (e) incorporateany Sun Trademarks into Licensee’s trademarks, product names, servicemarks, company names, domain names, or any other similar designations. If at anytime, Licensee acquires any rights in, or trademark registrations orapplications for, the Java Logo(s) or any other Sun Trademarks by operation oflaw or otherwise in any jurisdiction, Licensee will immediately upon request bySun and at no expense to Sun, assign such rights, registrations, or applicationsto Sun, along with any and all associated goodwill. Licensee’s use of theJava Logo(s) and/or the For Java Tagline inures solely to Sun’s benefit. 

2.5     Further Assurances. Licensee shall assist Sun to the extentreasonably necessary to protect and maintain the Java Logo(s) worldwide,including, but not limited to, giving prompt notice to Sun of any known orpotential infringement of the Java Logo(s), gathering and submitting evidence ofuse of the Java Logo(s), and cooperating with Sun in preparing and executing anydocuments necessary to register the Java Logo(s) or to record this trademarklicense, or any other document concerning the license grant, as may be requiredby the laws or rules of any country or jurisdiction. In its sole discretion, Sunmay commence, prosecute or defend any action or claim concerning the JavaLogo(s). Sun shall have the right to control any such litigation, and Licenseeshall fully cooperate with Sun in any such litigation, including thesatisfaction of procedural requirements necessary to bring such litigation in aparticular country or jurisdiction. Sun shall reimburse Licensee for thereasonable costs associated with providing such assistance, except to the extentthat any such costs result from Licensee’s breach of this License. Licenseeshall not commence any action regarding the Java Logo(s), without Sun’sprior written consent which Sun may withhold in its sole discretion. 

2.6     Quality Requirements. 

          a. Certificationand Audit. Licensee must use the Technology Compliance Logo in accordance withthe terms of the SCSL. This License applies only to versions of Products thathave successfully completed the compatibility testing in accordance with the TCKas defined in the SCSL, and which otherwise fully comply with all othercompatibility requirements of the SCSL, including without limitation anyrequired audit of test results. 

          b. At leastthirty (30) days prior to Licensee’s distribution of the first copy of eachrelease of a Product bearing the Technology Compliance Logo(s), Licensee shallprovide written Notice to Sun confirming that such Product has successfullycompleted the compatibility testing in accordance with the TCK as defined in theSCSL and otherwise fully complies with all other compatibility requirements ofthe SCSL. Licensee shall keep written records of such compatibility testingincluding without limitation results of such compatibility testing, for the termof this License plus two (2) years thereafter, and make such records availableto Sun promptly upon written request. 

          c. Upon thirty(30) days written notice by Sun no more than two (2) times per calendar year,Licensee shall permit Sun or its authorized representative to inspect and testany Product with which the Technology Compliance Logo is used to ensure thatsuch Product meets the compatibility requirements of the SCSL. 

          d. Licenseeshall give prompt Notice to Sun of any complaint or other indication by anycustomer or other third party that any Product bearing the Technology ComplianceLogo may not meet the compatibility requirements of the SCSL or any otherrequirement of the SCSL or this License. 

          e. Reputationand Industry Standards. In addition to the other quality requirements set forthin this Section 2.6, Licensee shall maintain the quality of the Product on or inconnection with which it uses the Java Logo(s) in a manner consistent with allterms, conditions and requirements set forth in this License and at a level thatmeets or exceeds Licensee’s overall reputation for quality and that is atleast commensurate with industry standards. All Product shall comply with alllocal and government regulations and requirements of the country or jurisdictioninto which such Product is sold. 

2.7     Java Logo Usage, Location and Attribution. 

          a. Licensee mustuse the Java Logo(s) only in the exact form of approved camera-ready artwork orelectronic artwork received from Sun or Sun’s designee. 

          b.Licensee’s use of the Java Logos and all other Sun Trademarks shall complywith the then current Java Trademark Guidelines, which Sun may modify from timeto time. 

          c. WhereverLicensee displays a Java Logo, it must also display its own corporate name andlogo, and shall display the Java Logo (i) in a size and style less prominentthan, and separately from any of, Licensee’s own names, marks or logos,(ii) separately from any other name, mark or logo, (iii) accompanied by a TMsymbol, and (iv) when using the Technology Compliance Logo, in such a mannerthat it is clear that the Technology Compliance Logo refers only to the specificProduct which has met the compatibility requirements of the SCSL and not anyother product of Licensee or any third party. Specifically, when the Productwith which the Technology Compliance Logo is used is bundled with other Licenseeor third-party products that do not meet the compatibility requirements of theSCSL, Licensee shall always display the Technology Compliance Logo in such amanner that it is clear, in Sun’s sole discretion, that the TechnologyCompliance Logo refers only to Product (that has met the compatibilityrequirements) and not to any product in the bundle which has not met thecompatibility requirements. 

          d. Licensee maydisplay the Technology Compliance Logo(s): (i) for tangible Product media: onexternal Product packaging, on the accompanying documentation and the mediacontaining the Product (disk, CD-ROM, tape, etc.); (ii) for on-line versions ofthe Product: on web pages featuring information about the Product in GIF imagesthat point to the current Sun page on Java Technologies (http://java.sun.com)via hypertext link; (iii) for both tangible media and on-line versions of theProduct, on splash screens appearing upon launch of the Product and in generalProduct information screens (e.g., “About”, “Help”,“Info”); (iv) on tangible marketing collateral featuring the Product,including advertisements and datasheets. Licensee may display the TechnologyCompliance Logo(s) on the external casing of Licensee’s deviceincorporating the Product provided that the default virtual machine in suchdevice must be the Product virtual machine that meets all of the compatibilityrequirements of the SCSL. 

          e. Licensee maybegin use of the Technology Compliance Logo(s) in advance of FCS of a LicenseeProduct to begin production packaging and preparation, however Licensee may notdistribute Product with the Technology Compliance Logo(s) without otherwisecomplying with the terms of this License, including but not limited to, thequality requirements set forth in Section 2.6 above. 

          f. Licenseeshall legibly display the following trademark legend on all materials in or onwhich Licensee displays the Java Logo(s) and/or the For Java Tagline: 

          “Java and all Java-based trademarks and logos are trademarks orregistered trademarks of Sun Microsystems, Inc. in the U.S. and other countries.” 

          Where space onsuch materials does not permit the foregoing to be legibly reproduced, thefollowing trademark legend shall be legibly displayed: 

          “Java is atrademark of Sun Microsystems, Inc.” 

          g. Upon written Noticeby Sun, Licensee shall, within thirty (30) calendar days, rectify anynon-compliance of the Product and associated materials with the requirements inthis Section 2.7 and give Notice to Sun of the specific modifications or stepstaken to ensure compliance. 

**3.0     DISCLAIMER OF WARRANTY.** Sun licenses the Java Logo(s)to Licensee on an “AS IS” basis. SUN MAKES NO WARRANTIES OF ANY KINDRESPECTING THE JAVA LOGO(S), INCLUDING THE VALIDITY OF SUN’S RIGHTS IN THEJAVA LOGO(S) IN ANY COUNTRY OR JURISDICTION, AND ALL REPRESENTATIONS ANDWARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR APARTICULAR PURPOSE OR NON-INFRINGEMENT OF THE JAVA LOGO(S) ARE HEREBYDISCLAIMED. 

**4.0**     **LIMITED INDEMNITY.**

4.1     In the event Licensee receives a claim of infringement withrespect to the Java Logo(s) in any country or jurisdiction, Sun shall at itselection, and as Licensee’s sole and exclusive remedy, either: (i) releaseLicensee from further obligation to include the Technology Compliance Logo onProducts distributed in such country or jurisdiction until such claim issatisfactorily resolved, and/or (ii) provided Licensee is not in breach of thisLicense, defend and indemnify Licensee with respect to such claim and pay alldamages awarded by a court of competent jurisdiction, or such settlement amountnegotiated by Sun, attributable to such claim, provided that Licensee: (a)provides notice of the claim promptly to Sun; (b) gives Sun sole control of thedefense and settlement of the claim; (c) provides to Sun, at Sun’s expense,all available information, assistance and authority to defend; and (d) has notcompromised or settled such proceeding without Sun’s prior written consent. 

4.2     THIS SECTION 4 STATES THE ENTIRE LIABILITY OF SUN WITHRESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS RELATED TO THE JAVALOGO(S). SUN SHALL HAVE NO OTHER LIABILITY WITH RESPECT TO INFRINGEMENT OFINTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY AS A RESULT OF USE, LICENSE, ORDISTRIBUTION OF PRODUCTS OR JAVA LOGO(S). 

**5.0**     **LIMITATION OF LIABILITY.** Except for the express undertaking toindemnify provided in Section 4 and/or breach of Sections 2.4, 2.6, or 2.7: 

a. Each party’s liability to the other for claims relatingto this License, whether for breach or in tort, shall be limited to the licensefees paid by Licensee under the SCSL. 

b. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT,INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH ORARISING OUT OF THIS LICENSE (INCLUDING LOSS OF PROFITS, USE, DATA, OR OTHERECONOMIC ADVANTAGE), NO MATTER WHAT THEORY OF LIABILITY, EVEN IF EITHER PARTYHAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES. FURTHER,LIABILITY FOR SUCH DAMAGE SHALL BE EXCLUDED, EVEN IF THE EXCLUSIVE REMEDIESPROVIDED FOR IN THIS LICENSE FAIL OF THEIR ESSENTIAL PURPOSE. The provisions ofthis Section 5.0 allocate the risks under this License between Sun and Licensee and the partieshave relied upon the limitations set forth herein in determining whether to enter intothis License.  

**6.0**     **TERM AND TERMINATION.**

6.1     Term. This License shall begin on the Effective Date andcontinue until Licensee is no longer authorized to distribute Products pursuantto the SCSL, unless earlier terminated. In addition to termination resultingfrom termination of the SCSL, termination is permitted either for breach of thisLicense or the SCSL (a) upon thirty (30) days written notice to the other partyand an opportunity to cure within such thirty (30) day period, or (b)immediately upon notice if such breach, by its nature, cannot be remedied. 

6.2     Obligations Upon Termination. Upon termination of thisLicense, Licensee shall promptly cease use, display and distribution of allProducts and materials containing the Java Logo(s) and/or the For Java Tagline.All rights and licenses granted to Licensee shall terminate upon suchtermination. 

6.3     No Liability for Expiration or Lawful Termination. Neitherparty shall have the right to recover damages or to indemnification of anynature, whether by way of lost profits, expenditures for promotion, payment forgoodwill or otherwise made in connection with the business contemplated by thisLicense, due to the expiration or permitted or lawful termination of thisLicense. EACH PARTY WAIVES AND RELEASES THE OTHER FROM ANY CLAIM TO COMPENSATIONOR INDEMNITY FOR TERMINATION OF THE BUSINESS RELATIONSHIP UNLESS TERMINATION ISIN MATERIAL BREACH OF THIS LICENSE. 

6.4     No Waiver. The failure of either party to enforce anyprovision of this License shall not be deemed a waiver of that provision. Therights of Sun under this Section 6.0 are in addition to any other rights andremedies permitted by law or under this License. 

6.5     Survival. The parties’ rights and obligations underSections 2.4, 2.5, 2.6(b), 3.0, 4.0, 5.0, 6.2, 6.3, 6.4, 6.5, 6.6 and 7.0 shallsurvive termination of this License. 

6.6     Irreparable Harm. Notwithstanding the limitation ofliability set forth in Section 5.0 above, Licensee agrees that a material breachof Section 2.0, 6.2 or 7.6 is likely to cause irreparable harm to Sun, theextent of which would be difficult to ascertain and for which damages would notbe an adequate remedy. Therefore, in addition to its rights and remediesotherwise available at law, including, without limitation, the recovery ofdamages for breach of this License, Sun shall be entitled to (a) immediateequitable relief, specifically including, but not limited to, both interim andpermanent restraining orders and injunctions, and (b) to such other and furtherequitable relief as the court may deem proper under the circumstances. 

**7.0**     **MISCELLANEOUS.**

7.1     Notices. All written notices required by this License mustbe delivered in person or by means evidenced by a delivery receipt and will beeffective upon receipt by the persons at the addresses specified below. 

7.2     Partial Invalidity. If any of the above provisions are heldto be in violation of applicable law, void, or unenforceable in anyjurisdiction, then such provisions are herewith waived or amended to the extentnecessary for the License to be otherwise enforceable in such jurisdiction.However, if in Sun’s opinion deletion or amendment of any provisions of theLicense by operation of this paragraph unreasonably compromises the rights orincrease the liabilities of Sun or its licensors, Sun reserves the right toterminate the License. 

7.3     Language. This License is in the English language only,which language shall be controlling in all respects, and all versions of thisLicense in any other language shall be for accommodation only and shall not bebinding on the parties to this License. All communications and notices made orgiven pursuant to this License, and all documentation and support to beprovided, unless otherwise noted, shall be in the English language. 

7.4     Governing Law. This License is made under and shall be governed byand construed under the laws of the State of California, regardless of its choice of lawsprovisions. 

7.5     Disclaimer of Agency. The relationship created hereby isthat of licensor and licensee and the parties hereby acknowledge and agree thatnothing herein shall be deemed to constitute Licensee as a franchisee of Sun.Licensee hereby waives the benefit of any state or federal statutes dealing withthe establishment and regulation of franchises. 

7.6     Assignment and Change in Control. This License may not beassigned or transferred by either party without the prior written consent of theother party, which consent shall not be unreasonably withheld or delayed, exceptthat Sun may assign or transfer this License to a majority-owned subsidiary. 

7.7     Construction. This License has been negotiated by Sun andLicensee and by their respective counsel. This License will be fairlyinterpreted in accordance with its terms and without any strict construction infavor of or against either party. 

7.8     Force Majeure. Neither party shall be liable to the otherparty for non-performance of this License, if the non-performance is caused byevents or conditions beyond that party’s control and the party gives promptnotice under Section 7.1 and makes all reasonable efforts to perform. 

7.9     Section References. Any reference contained herein to a section ofthis License shall be meant to refer to all subsections of the section. 

7.10    No Modification. Licensee represents and warrants that ithas not modified the terms of this License as provided by Sun in any way, and issigning the version of this License available from Sun on the date Licensee hassigned below. 

7.11    Complete Understanding. This License constitutes andexpresses the final, complete and exclusive agreement and understanding betweenthe parties with respect to the Java Logo(s) and the For Java Tagline andsupersedes all previous communications, representations or agreements, whetherwritten or oral, with respect thereto. This License may not be modified,amended, rescinded, canceled or waived, in whole or part, except by a writteninstrument signed by the parties. 
IN WITNESS WHEREOF, the parties have caused this License to be executedby their duly authorized representatives.  
Sun:   Licensee:  By: /s/ Sheila R. Kerr By: /s/ Keith E. Gottfried  (for Neal Civjan)     Name: Sheila R. Kerr Name: Keith E. Gottfried     (Print or Type)   (Print or Type)      Senior Vice President, GeneralTitle: Manager, Sales OPS Title: Counsel & Corporate Secretary      Date: 12/29/00 Date: 12/29/00     
**Exhibit A**Current Technology Compliance Logo(s) 

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