STRATEGIC ALLIANCE AGREEMENT AMENDMENT __









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”) dated

September 18, 2000, including all amendments (collectively, the “SAA”), is

further amended by the addition of this Amendment No. 4 (“Amendment”), which is

effective January 01, 2002 (“Effective Date”). 

As of the

Effective Date, this Amendment shall become part of and subject to the terms

and conditions of the Agreement, which, except as expressly modified by this

Amendment, remains unchanged and in full force and effect.  In the event of a conflict between the terms

of this Amendment and the Agreement, the terms of this Amendment shall govern.

All terms not otherwise defined herein shall have the meanings ascribed to them

in the Agreement.




WHEREAS, under the

SAA the Parties agreed to establish a new royalty structure to apply after

December 31, 2001;




WHEREAS, the

Parties have found that the current royalty structure of the SAA, in particular

the multi-category revenue reconciliation at the end of each quarter, consumes

an unacceptable amount of administrative resources and causes confusion for the

sales force in the field,




WHEREAS, the

Parties wish to simplify the royalty structure under the SAA for the mutual

benefit of both Parties,




WHEREAS, the

Parties intend to phase-out the Enterprise Buyer branding;




                NOW THEREFORE, in consideration for the terms in this

Amendment, the sufficiency of which both Parties acknowledge, the Parties agree

as follows.




I.      Royalty Payments




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




SAP:  From the

Effective Date until March 31, 2002 (“First Quarter”), for the payment of

royalties under Sections 13.1 and 13.2.1, SAP shall pay to Commerce One by

March 31, 2002 a fixed quarterly royalty of [***]  (to be deducted from prepaid royalties) for the right to make an

unlimited number of sales under Sections 13.1 and 13.2.1.  Such fixed quarterly royalty shall be

non-refundable and shall not be subject to a right of carry-forward to future

quarters.




Commerce One:  From the

Effective Date until March 31, 2002, for the payment of royalties under

Sections 13.1 and 13.2.1, Commerce One shall pay SAP [***] of any License Fees

for the Joint Offering.  For

clarification, any licenses of Enterprise Buyer Desktop on a standalone basis

made by Commerce One during this period shall be subject to the [***] royalty

rate as set forth in Exhibit B-1 of the SAA.




B.             April 1, 2002 through

June 30, 2002:




SAP:  From April

1, 2002, until June 30, 2002 (“Second Quarter”), for the payment of royalties

under Sections 13.1 and 13.2.1, SAP shall pay to Commerce One by June 30, 2002

a fixed quarterly royalty of [***] (to be deducted from prepaid royalties) for

the right to make an unlimited number of sales under Sections 13.1 and

13.2.1.  Such fixed quarterly royalty

shall be non-refundable and shall not be subject to a right of carry-forward to

future quarters.  SAP shall also pay to

Commerce One by 




 




[***]  Confidential treatment

has been requested for the bracketed portions. 

The confidential redacted portion has been omitted and filed separately

with the Securities and Exchange Commission.




 




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June 30, 2002 a

fee of [***] representing maintenance fees for second quarter maintenance

relating to the license rights for the First Quarter set forth in section

I.1.A. above




Commerce One:  From April

1, 2002 until June 30, 2002, for the payment of royalties under Sections 13.1

and 13.2.1, Commerce One shall pay to SAP [***] of any License Fees for the

Joint Offering, plus [***] of any maintenance fees resulting from sales of the

Joint Offering under Sections 13.1 and 13.2.1 in the First Quarter.  For clarification, any licenses of

Enterprise Buyer Desktop on a standalone basis made by Commerce One during this

period shall be subject to the [***] royalty rate as set forth in Exhibit B-1

of the SAA.




C.             July 1, 2002 until

September 30, 2002:




SAP:  From July 1,

2002 until September 30, 2002 (“Third Quarter”), for the payment of royalties

under Sections 13.1 and 13.2.1, SAP shall pay Commerce One a fixed quarterly

royalty of [***] (to be deducted from prepaid royalties) for the right to make

an unlimited number of sales under Sections 13.1 and 13.2.1.  Such fixed quarterly royalty shall be

non-refundable and shall not be subject to a right of carry-forward to future quarters.  SAP shall also pay to Commerce One by

September 30, 2002 a fee of [***] representing maintenance fees for third

quarter maintenance relating to the license rights for the First Quarter and

the 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 13.1

and Section 13.2.1, Commerce One shall pay SAP [***] of any License Fees for

the Joint Offering, plus [***]% of any maintenance fees resulting from sales of

the Joint Offering under Sections 13.1 and 13.2.1 in the First Quarter and the

Second Quarter. For clarification, any licenses of Enterprise Buyer Desktop on

a standalone basis made by Commerce One during this period shall be subject to

the [***] royalty rate as set forth in Exhibit B-1 of the SAA.




 




2.     For the

period from September 30, 2002 until termination of the SAA (which, for

clarification herein, terminates by its terms on September 30, 2003)

(“Remaining Period”), SAP and Commerce One shall mutually agree on a new

royalty structure for MarketSets for the SAA. 

If the Parties are unable to reach an agreement on a new royalty

structure for MarketSets, then the royalty structure existing at January 1,

2002 shall take effect for the Remaining Period, except that by the last day of

each calendar quarter during the Remaining Period (a) SAP shall pay to Commerce

One [***] representing maintenance fees for the First Quarter, the Second

Quarter and the Third Quarter, and (b) Commerce One shall pay to SAP [***] of

any maintenance fees resulting from sales of the Joint Offering under Sections

13.1 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 products

and to replace them with each party’s respective successor procurement products.  For

clarification, royalties under the SAA for EnterpriseBuyer Desktop Edition and

EnterpriseBuyer Professional Edition shall not apply to [***].




4.     From the Effective Date, SAP shall not have

the right to sell EnterpriseBuyer Desktop Edition outside of the Joint Offering

or outside of mySAP.com, and Commerce One shall no longer have the right to

sell EnterpriseBuyer Professional Edition outside of the Joint Offering.




5.     For the avoidance of doubt, this Amendment

shall not entitle SAP to any refund of payments or prepayments made before the

Effective Date or relieve either Party of the obligation to pay maintenance

fees applicable under Section 13.2.3 of the SAA for sales before the Effective

Date.




 




II.            Migration Plan




 




[***]  Confidential treatment

has been requested for the bracketed portions. 

The confidential redacted portion has been omitted and filed separately

with the Securities and Exchange Commission.




 




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The parties agree to the terms of the Migration Plan

set forth on Appendix A hereto, which is incorporated by reference as though

fully set forth herein.




 




III.           Past Royalty Methodology




Each party agrees that it

will not challenge the methodologies used by the other party to calculate

royalty payments owed under the SAA prior to January 1, 2002.  This provision shall not eliminate the right

of either party to exercise their audit rights pursuant to section 24 of the

SAA in respect of such calculations or any recourse either party may have with

respect to such calcuations thereunder.




 




IV.           MarketConnect and Messaging System Requirements for

XDKPro and Versioning Library




1.     Subject to the terms and conditions

hereof, 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 in

the Components (“Third Party Software”), a nonexclusive, [***] nontransferable

license to [***] the Components on an OEM basis as part of [***].  To the extent such license rights cannot be

granted by Commerce One, SAP shall be responsible for negotiating with the

third parties to obtain the necessary rights. 

Further, such license to the Third Party Software shall be subject to

the restrictions set forth in the relevant third party software license

agreements, which restrictions are set forth on Appendix B, which are

incorporated by reference as though fully set forth herein.  SAP may [***] the Components and Third Party

Software [***],[***] are bound in writing, for the benefit of Commerce One and

its licensors, to the restrictions set forth in this section IV and on Appendix

B.




2.     SAP shall distribute the Components pursuant to a mutually

agreed end user license agreement.  SAP

further agrees that it will not decompile, disassemble, decode, extract,

reverse translate or reverse engineer the Components and that it will not

permit end users to do so.  SAP will pay

Commerce 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 will

use commercially reasonable efforts to [***] that are in place between Commerce

One and [***] as of the date of execution of this Amendment.




3.     SAP Markets will provide support and

maintenance to licensees. During the License Period, Commerce One will provide

[***].  After the License Period,

[***].  If no such agreement is reached

by September 30, 2002, such maintenance will default, for an interim period

[***] paid for such licenses by SAP [***].




4.     The

parties agree that [***] is a product that was jointly developed by SAP and

Commerce One [***].  The parties agree

that [***] may have been used in projects by the parties prior to January 1,

2002 [***].







V.            Exclusivity Commitments in the Strategic Alliance Agreement




The

parties agree to terminate the mutual exclusivity commitments in the SAA

(section 7.1.1. through 7.2.4), and to waive any potential historical claims

against each other based upon such commitments.




 




[***]  Confidential treatment has been requested

for the bracketed portions.  The

confidential redacted portion has been omitted and filed separately with the

Securities and Exchange Commission.




 




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VI.           Alliance

Governance




1.     The parties agree to resume immediately the regular activities

of the alliance governing committees. The executive committee will consist of:




                                    For SAP and SAP Markets: Werner Brandt

and 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 shall

coordinate in advance on all official public communications regarding the terms

of the alliance between the parties.




 




 




[Signature Block on

Following Page.]




 




 




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IN WITNESS WHEREOF, the

Parties have caused their duly authorized representatives to enter into this

Amendment 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 Amendment

4 (dated January 1, 2002) of the Strategic Alliance Agreement is part of and

subject to the terms of the Amendment 4. 




 




Enterprise Buyer




For clients who licensed

the Enterprise Buyer “Suite” or mySAP.com between September 18, 2000 and

December 31, 2000 or Commerce One BuySite or SAP Business-to-Business

Procurement prior to September 18, 2000:




For each client, the

obligations regarding upgrade to EBP or EBD (as applicable) will be honored as

specifically provided in the SAA.




Each party agrees to

provide maintenance and support to such customers in accordance with the SAA,

provided that the obligation of each party to make maintenance payments to the

other party in respect of any such customer will apply only to the extent that

the other party’s offering (EBP or EBD, as applicable) has been implemented by

such customer.




The parties agree to

[***].




MarketSet




The parties do not intend

to sell [***] except as may be specifically agreed in writing in advance by SAP

Markets’ 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 writing

by Peter Rasper.




Commerce One: Bob

Singsank (Americas); Bill Fraine (EMEA); Bill Fraine (APA), in all cases,

confirmed in writing by Chuck Boynton.




Any varying terms from

standard royalties under the SAA must be set forth in writing by these

individuals in advance.




Any agreements to engage

jointly in place prior to this revision must be reviewed and approved by senior

sales management as above.




For new MarketSet

prospects, the MarketSet solution will be limited to [***] (specifically, [***].




 




[***]  Confidential treatment

has been requested for the bracketed portions. 

The confidential redacted portion has been omitted and filed separately

with the Securities and Exchange Commission.




 




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[***] MOE Licenses




1.     SAP and SAP Markets [***] as quickly as feasible based on sales

cycles and client requirements




2.     From the Effective Date through September 30, 2002, SAP and SAP

Markets will provide as much advance notice to Commerce One [***] as is

commercially reasonable.  Thereafter,

the notice requirement shall revert to the notice terms set forth in Amendment

2 of the SAA dated April 12, 2001 (“Amendment 2”).




3.     SAP and SAP Markets [***] that is commercially feasible. For

clarification, the [***] set forth in section 2.1.1 of Amendment 2, includes

the right to [***].




4.     SAP is electing to cancel maintenance and support fee

obligations with respect to [***] licenses effective January 1, 2002.  Pursuant to this cancellation, no further

maintenance and support fees will be paid to Commerce One for [***] licenses

[***]. When [***], applicable maintenance and support obligations and payments

will recommence at the applicable rate pursuant to the terms of section 9.2 of

Amendment 2.  [***]




Prior

Maintenance and Support Agreements




 




                By e-mails between

the parties dated September 13, 2001 and September 25, 2001, the parties

reached certain agreements regarding maintenance and support to be effective

January 1, 2001.  This provision and the

attached Exhibit 1 hereto (which is incorporated by reference as though fully

set forth herein) shall serve to memorialize and further clarify such prior

agreements, as follows:




 




                Joint Maintenance

and Support will apply [***] who have a current license for (i) [***].  In such cases, the maintenance and support

fees will be shared as follows:




 




                Licensing party

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




 




                Licensing party

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




 




                The licensing

party will be responsible for providing support and maintenance to the

customer.




 




                The non-licensing party will

provide support on their technology to the licensing party in accordance with

Exhibit F of the Strategic Alliance Agreement.




 




                In the event that a customer

described above discontinues maintenance or ceases productive use of the

product covered by such maintenance terms (MarketSet, Enterprise Buyer

Professional or Enterprise Buyer Desktop, as applicable), [***].




 




[END

OF APPENDIX A]




 




[***]  Confidential treatment

has been requested for the bracketed portions. 

The confidential redacted portion has been omitted and filed separately

with the Securities and Exchange Commission.




 




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Exhibit 1 to Appendix A to Amendment 4 of Strategic

Alliance Agreement




 




 




This Exhibit 1 to Appendix A

to Amendment 4 (dated January 1, 2002) of the Strategic Alliance Agreement is

part of and subject to the terms of the Amendment 4. 




 




 




Definitions




 




In this agreement the following terms should be

understood 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 Commerce

One will cooperate together to provide support solutions for the joint marketplace

solution. This agreement is intended to change only the [***] in the SAA.




 




 




Geographic Scope




 




The geographic scope of this agreement extends to all

countries in which




the SAPMarkets / Commerce One joint marketplace

software is installed.




 




 




Executive Summary




 




Since the execution of

the Strategic Alliance Agreement (SAA) between Commerce One, SAPMarkets, and

SAP AG, the support and maintenance revenue [***].  Commerce One and SAPMarkets/SAP AG each receive [***] support and

maintenance fee respectively.




 




[***]  Confidential treatment

has been requested for the bracketed portions. 

The confidential redacted portion has been omitted and filed separately

with 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 [***] to

the other partner.  It is evident, based

on SAPMarket’s and Commerce One’s call tracking systems, that both support

organizations have provided value to each other, and must continue to provide

this value in the future.  [***]




To determine how [***] would be shared, it was agreed that [***] would

be done.  SAPMarkets reviewed its [***]

and Commerce One reviewed its [***] to determine the overall [***] both

companies agreed to [***] maintenance revenues [***].  Going forward, it was agreed that both companies would review

their software license agreements to determine the product mix. It has been

acknowledged that the [***] mix of products will change over time.  Therefore, it has been agreed that the

partners continue this process of [***] analysis regularly to ensure each

partner’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 just

described:




 




[Remainder of page intentionally left blank]




 




[***]  Confidential treatment

has been requested for the bracketed portions. 

The confidential redacted portion has been omitted and filed separately

with the Securities and Exchange Commission.




 




9





























 




 









 




 




 




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




 




 




Future Considerations and Revisions

of this agreement




 




Both companies, Commerce

One and SAPMarkets, have agreed to revisit the business justifications behind

the agreed upon maintenance and support percentages on a semi-annual basis. The

deadline to revisit the business justification is 30 days prior to the end of

the quarter. Next revisit will be in Q3, 2002. If Commerce One and SAPMarkets

cannot agree on the percentages by the deadline, the default percentage is the

most recently agreed upon percentage.




In

future revisions an updated split based on the product mix or license contract

Bill of Materials (BOM) analysis will be considered as explained before.




 




[END OF EXHIBIT

1]




 




[***]  Confidential treatment has been requested

for the bracketed portions.  The

confidential redacted portion has been omitted and filed separately with the

Securities and Exchange Commission.




 




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APPENDIX B - THIRD PARTY LICENSE

RESTRICTIONS




 




This Appendix B to Amendment

4 (dated January 1, 2002) of the Strategic Alliance Agreement is part of and

subject 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 or

subpackages that are contained in the “Java,” “Javax” or “Sun” packages in any

class file naming convention.




 




B.   IP Markings.  SAP agrees that it shall not remove,

obliterate or obscure any copyright, trademark or other proprietary or

restricted rights notices, legends or markings on or in the licensed software.




 




II.                [***]




A.                   Bundling.  SAP agrees that it will: (i) only distribute

the [***]

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 as

restrictive as the following in its EULAs:




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

way.




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

connection with the [***] software.




3.      Title to the licensed software remains with Commerce One and

its licensors.




4.      End user is prohibited from further

distributing the licensed software.




5.      End user will not alter or remove any

agreement, trademark notice, copyright notice or other proprietary rights

notice of PSC, its licensors and their suppliers contained in the licensed

software.




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 with

all regulations and acknowledges that it has the responsibility to obtain

licenses to export, re-export or import the [***].  [***] software may not be downloaded, or otherwise exported or

re-exported: (i) into, or to a national or resident of, Cuba, Iraq, Iran, North

Korea, Libya, Sudan, Syria, or any other country to which the U.S. has

embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of

Specially Designated Nations or the U.S. Commerce Department’s Table of Denial

Orders; and (iii) is subject to the U.S. Export Administration Act and its

associated regulations, and may be subject to export or import regulations in

other countries.




8.      End user agrees use, duplication or

disclosure by the United States government is




 




[***]  Confidential treatment has been requested

for the bracketed portions.  The

confidential redacted portion has been omitted and filed separately with the

Securities and Exchange Commission.




 




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subject to the

restrictions as set forth in the Rights in Technical Data and Computer Software

Clauses in DFARS 252.227-7013(c)(1)(ii) and FAR 52.227-19(c)(2) as applicable.




9.                 SAP will make no representations on

behalf of Commerce One’s licensors or their suppliers.




10.           SAP will disclaim all implied warranties.




11.           End users are prohibited from reverse

engineering or decompiling the [***] software to the extent permitted by law.




12.           SAP will disclaim the liability of

Commerce One’s licensors and their suppliers for all damages, whether direct,

special, incidental or consequential damages.




 




C.                                                              Third

Party Licensor Terms.




The following are

additional license requirements applicable for the following specific third

party products which are included within the [***] software and SAP agrees to

incorporate the additional applicable license provisions into its EULA prior to

shipping the connector.




 




1.                [***]




a.       License

to 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 specific

files identified as optional in the [***] Software README file), provided that

the [***] Software is distributed with your Java applet or application

(“Program”); (ii) do not distribute additional [***] Software intended to

replace any component(s) of the [***] Software; (iii) do not remove or alter

the 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” packages

or 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 and

against 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 and

conditions contained in Section 1 above, User are permitted to reproduce and

distribute, only as part of the [***] Software, those specific binary code

file(s) from your copy of the [***] SOFTWARE DEVELOPMENT KIT, STANDARD EDITION,

VERSION 1.2.2 which are listed in the [***] Software README file notwithstanding

the SDK License prohibition on distribution. 

Except as specifically permitted by this Agreement or any exception

contained in [***] (TM) Version 1.0 binary code license




 




[***]  Confidential treatment

has been requested for the bracketed portions. 

The confidential redacted portion has been omitted and filed separately

with 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 acknowledge

as between User and Sun that Sun owns the Java trademark and all Java-related

trademarks, logos and icons including the Coffee Cup and Duke (“Java Marks”)

and agrees to comply with the Java Trademark Guidelines at

http://java.sun.com/trademarks.html.




 




2.                 [***]




Redistribution

Information.  User acknowledges that the [***] contains

the [***][***] 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 assumes

no liability for any claim that may arise regarding the use of such IBM

technology.




 




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 is

dependent upon them, subject to the following terms and conditions.




 




b.             User agrees:




i.              That

copies 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 party

claim arising out of the use or distribution of your  application;




iii.               Not to use IBM’s name or trademarks in connection with

the marketing of your applications without IBM’s prior written consent;




iv.              To prohibit the recipient from copying (except for

backup purposes), reverse assembling, reverse compiling, or otherwise

translating the application; and




v.                 Not to use the same path name as the original

files/modules.




 




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

jre11\lib\ .




Your application

containing a copy of the above referenced files/modules must be labeled as

follows:




 




[***]  Confidential treatment

has been requested for the bracketed portions. 

The confidential redacted portion has been omitted and filed separately

with the Securities and Exchange Commission.




 




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“CONTAINS




 




[***]




 




Runtime Modules




(c) Copyright IBM

Corporation 1998-1999




All Rights Reserved”




 




5.                 SPECIFIC TERMS REQUIRED BY SUN.




a.                Restrictions. 

Notwithstanding anything to the contrary in the International Program

License Agreement User is granted a royalty-free right to reproduce and

distribute the Program Code provided that User: (i) distribute the Program Code

complete 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 any

component(s) of the Program Code (iii) only distribute your Java applet or

application subject to a license agreement that protects IBM and its

subsidiaries and suppliers interests consistent with the terms contained

herein; (iv) may not create, or authorize your licensees to create additional

classes, interfaces, or subpackages that are contained in the “java”, “javax”

or “sun” packages or similar as specified by Sun in any class file naming

convention; and (v) agree to indemnify, hold harmless, and defend IBM and its

subsidiaries and suppliers from and against any claims or lawsuits, including

attorneys’ fees, that arise or result from the use or distribution of your

applet or application.




 




The Program Code is not

designed 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 any

nuclear facility. IBM AND ITS SUBSIDIARIES AND SUPPLIERS DISCLAIM ANY EXPRESS

OR IMPLIED WARRANTY OF FITNESS FOR SUCH USE.




 




b.          Trademarks and Copyrights.




i.                     User shall not modify, delete, suppress, or obscure

any copyright, trademark or other legal notice (whether from IBM or any third

party) which may be displayed by or included within the Program Code.




ii.                  User will include written copyright and other legal

notices (including notice to US Government users) in the Offering and on its

packaging sufficient to protect the intellectual property rights of IBM and its

suppliers.




 iii.            User

recognize IBM’s and Sun’s ownership and title to their respective trademarks

and of any goodwill attaching thereto, including goodwill resulting from use.

User will not use or attempt to register any trademark which is confusingly

similar to such IBM or Sun trademarks.




 iv.           On

all Publications and product packaging for your Offering User will include the

Program Title to indicate that the Program Code is included within the

Offering, ensuring that:




 




[***]  Confidential treatment

has been requested for the bracketed portions. 

The confidential redacted portion has been omitted and filed separately

with the Securities and Exchange Commission.




 




14





























 




•     The Program

Title is less prominent in the Publications than your own trade names or

trademarks for the Offering, while still being reasonably noticeable to

Customers;




•     Any IBM

trademarks forming part of the Program Title are acknowledged as “trademarks of

IBM Corporation”, and any Sun trademarks forming part of the Program Title are

acknowledged as “trademarks of Sun Microsystems Inc.”




•     Such

acknowledgments shall be no less prominent than any similar acknowledgment of

your own trademarks.




 




6.     GNU. [***]




Redistribution

Information.   No GNU public license or similar open source

licenses contained within the Software shall be removed or modified and no

proprietary rights notices or agreements accompanying the Software shall be

deleted.




 




[END OF APPENDIX B]




 




 




[***]  Confidential treatment has been requested

for the bracketed portions.  The

confidential redacted portion has been omitted and filed separately with the

Securities and Exchange Commission.




 




15