AMEND.#19 TO DEVELOPMENT LICENSE & SUBLICENSE AGMT



 





EXHIBIT 10.82



AMENDMENT NO. 19

TO THE

POSTSCRIPT SOFTWARE DEVELOPMENT LICENSE

AND SUBLICENSE AGREEMENT

BETWEEN

ADOBE SYSTEMS INCORPORATED

AND

PEERLESS SYSTEMS CORPORATION




Effective Date: April 1, 2004




          This Amendment No. 19 (the “Amendment”) to the PostScript Software
Development License and Sublicense Agreement dated July 23, 1999 (the
“Agreement”) is between Adobe Systems Incorporated, a Delaware corporation
having a place of business at 345 Park Avenue, San Jose, CA 95110 (“Adobe”) and
Peerless Systems Corporation, a Delaware corporation, having a place of
business at 2381 Rosecrans Avenue, El Segundo, California 90245 (“Peerless”).



          WHEREAS, the purpose of this Amendment is to (i) permit distribution of
Disabled (as defined below) Licensed Systems as well as Enabled (as defined
below) Licensed Systems; (ii) revise the point at which Licensed System
royalties accrue from the time of distribution to the point at which OEM
Customer distributes an Enabled Licensed System or the time at which a
previously distributed Disabled Licensed System becomes Enabled, as applicable;
and (iii) specify the Font Programs that are and are not permitted to be
distributed with Disabled Licensed Systems.



          NOW, THEREFORE, the parties agree as follows:



          1. A new Paragraph 2.14 (“Disabled Licensed System”) is added hereto to
read as follows:



          “2.14 Disabled Licensed System. Peerless may authorize its OEM Customers
to distribute Roman Versions of Licensed Systems (as that term is defined in
Paragraph 8.3 of the Agreement) in a “Disabled” condition without incurring a
payment obligation to Adobe unless and until the Disabled Licensed System is
“Enabled” through the use of an “Access Mechanism”. An “Access Mechanism” means
any mechanism designed to restrict access and use of the Adobe Software and
Font Programs (including mechanisms such as dongles, access key codes, and
other appropriate technological access control methods). “Disabled” means that
the Adobe Software and Font Programs in the Licensed System are disabled with
an effective mechanism to ensure that an End User is unable to access and use
the functionality normally provided by the Adobe Software or use the Font
Programs except by way of an Access Mechanism. “Enabled” means that an End User
has access to use of the functionality normally provided by the Adobe Software
and the Font Programs as included with the Licensed System.



 









 




Peerless shall ensure and shall require its OEM Customers to ensure that
the Adobe Software and Font Programs are Enabled only after the End User has
agreed to the terms of an applicable End User Agreement containing the minimum
terms set forth in Attachment 1 to EXHIBIT B of the Agreement. Peerless shall
not permit Non-Roman Font Programs to be distributed for use with a Disabled
Licensed System unless with the prior written approval of Adobe. If a Licensed
System is not Enabled, then it shall be Disabled. All Access Mechanisms must be
approved by Adobe in writing prior to any use or distribution by an OEM
Customer. Peerless shall ensure and shall require its OEM Customers to ensure
that the Access Mechanism is engineered to permit the use of a single copy of
the Adobe Software and Font Programs solely in accordance with the rights
permitted to be sublicensed to End Users of such Licensed System under the
applicable Licensed System Appendix and this Agreement. Peerless acknowledges
that an Access Mechanism may not enable use of a single copy of the Adobe
Software and Font Programs for multiple concurrent ripping purposes or to drive
multiple concurrent output devices unless the End User is permitted such use
under the terms of the applicable End User Agreement and is obligated to pay
for such additional usage in accordance with the applicable Licensed System
Appendix and this Agreement. Royalties for Disabled Licensed Systems are earned
on the date of shipment or installation of the Access Mechanism or when the
Licensed System is Enabled, whichever occurs sooner. A failure by Peerless to
comply with the above requirements shall constitute a material breach by
Peerless of the Agreement.”




          2. All other terms and conditions of the Agreement shall remain in full
force and effect.



 









 





          IN WITNESS WHEREOF, each of Adobe and Peerless has executed this Amendment
No. 19 to the PostScript Software Development License and Sublicense Agreement
by its duly authorized officer.



	 	 	 	 	 	 	 
	Adobe:	 	Peerless:
	 
	 	 	 	 	 	 
	ADOBE SYSTEMS INCORPORATED	 	PEERLESS SYSTEMS CORPORATION
	 
	 	 	 	 	 	 
	By

	 	/s/ Jim Stephens
	 	By
	 	/s/ William Neil
	 
	 	 	 	 	 	 
	Print

	 	 	 	Print	 	 
	Name

	 	Jim Stephens
	 	Name
	 	William Neil
	 
	 	 	 	 	 	 
	Title

	 	SVP Worldwide Sales and Field
Operations
	 	Title
	 	VP Finance, CFO
	 
	 	 	 	 	 	 
	Date

	 	4/26/04
	 	Date
	 	6 April, 2004