EXHIBIT 10.3


 


Confidential
portions of this document have been redacted and filed separately with the
Commission.


 


SECOND AMENDMENT TO

VR2 TECHNOLOGY LICENSE AGREEMENT


 


THIS SECOND AMENDMENT TO VR2 TECHNOLOGY
LICENSE  AGREEMENT
(this “Amendment”) is made and entered into as of this 7th
day of November, 2003 (the “Amendment Effective Date”), by and between
Overland Storage, Inc., a California corporation, having a place of business at
4820 Overland Avenue, San Diego, CA 
92123 (“Overland”), and Storage Technology Corp., a Delaware
corporation, having a place of business at One Storage Tek Drive, Louisville,
CO 80028  (“StorageTek”).


 


RECITALS


 


A.            Overland
and StorageTek are parties to that certain VR2  Technology
License Agreement, dated effective as of April 27, 2000 (the “Original
Agreement”) and whereby, Overland granted a license to StorageTek with
respect to the VR2 Intellectual Property, VR2 Intellectual
Property Derivatives and know-how of the VR2 Core (as each such
capitalized term is defined in the Original Agreement) to develop, make, use,
sell and offer for sale tape drive products incorporating application specific
integrated circuits embodying such VR2 Intellectual Property, VR2
Intellectual Property Derivatives and know-how of the VR2 Core all
as set forth in the Original Agreement. 
The Original Agreement was amended by mutual agreement of the parties by
that certain Amendment to VR2  Technology
License Agreement, as of June 18, 2002 (the “First Amendment”).


 


B.            StorageTek
and Overland have agreed to amend the Original Agreement in several respects
and under the terms and conditions herein and specifically relating to changes
in the royalty schedule to go into effect for VR2 Compliant Products
shipped on or after January 1, 2004.


 


NOW, THEREFORE, in consideration of the mutual
promises, covenants and other terms and conditions contained herein and for
other good and valuable consideration, the receipt of which is acknowledged by
both parties, the parties agree as follows:


 


1.             Definitions.           For purposes of this Amendment, any
capitalized terms used herein will have the meanings ascribed to such terms or,
if no meaning is ascribed herein, such capitalized terms will have the meanings
ascribed in the Original Agreement.


 


2.             Amendment
to Section 4.3.   Section
4.3 of the Original Agreement, as amended by the First Amendment, is hereby
deleted in its entirety and replaced with the following:


 


4.3          Royalty.  In consideration for the Core License, for
each VR2 Compliant Product sold by StorageTek as part of a tape
drive, StorageTek shall pay to Overland a royalty amount for each Channel
contained within such VR2 Compliant Product [***] in accordance with
the terms and conditions set forth in Exhibit B-1 [***].   StorageTek shall deliver such royalty
payments to Overland not later than [***] days after the end of each Quarter  during
the Term of this Agreement.


 


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3.             No Other
Changes.  Except
as expressly provided in this Amendment, the Original Agreement remains un-amended
and unmodified and in full force and effect.


 


4.             General.
This Amendment contains the entire agreement between the parties with respect
to the subject matter hereof and supersedes any prior agreements, negotiations,
or representations between the parties with respect to the subject matter
hereof, whether written or oral.  This
Amendment may be modified only by a subsequent written agreement signed by the
parties.  If any provision of this
Amendment is held to be unenforceable, the remaining provisions will continue
unaffected.


 


5.             Governing
Law.   This Amendment will
be governed in all respects solely and exclusively by the laws of the State of
California, U.S.A. without regard to conflict of law principles.


 


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized representatives as of the Amendment Effective
Date.


 


	
  Overland Storage, Inc.:

  	
  Storage Technology Corp.:

  
	
   

  	
   

  
	
  By:

  	
       /s/
  Vernon A. LoForti

  	
   

  	
  By:

  	
   /s/ Chris Durkeee

  
	
   

  	
       Vernon A. LoForti

  	
   Chris Durkeee

  
	
  Vice President and
  Chief Financial Officer

  	
  Contracts Administrator
  Sr. Consultant

  
					



 


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EXHIBIT B-1


 


[***]


 


 


	
  [***]

  



 


(1) [***].


 


(2) [***].


 


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