FY2003 10K Exhibit 10.30






                                                                                    Exhibit 10.30



STRATEGIC ALLIANCE AGREEMENT AMENDMENT NO. 2

The Strategic Alliance Agreement ("SAA") between and amongst
SAP AG ("SAP AG"), SAPMarkets, Inc. ("SAPM"), and Commerce One, Inc. ("Commerce
One") dated September 18, 2000, is hereby amended by the addition by the
addition of this attached Amendment No. 2 ("Amendment"). All definitions, terms
and conditions in the SAA shall apply in this Amendment, unless the specific
terms of this Amendment conflict with the terms of the SAA. If any such
conflicts occur, the specific definitions, terms and conditions of this
Amendment shall govern this Amendment, and supersede Section 30.14 of the
SAA.

For the purposes of this Amendment only, the terms "Party"
and "Parties" shall refer only to Commerce One and SAPM.

 

PURPOSE.Commerce One and SAPM wish to cooperate to
allow utilization of Commerce One's MarketSite Operating Environment" software
("MOE"), including at a minimum C1 Technology, as described in Schedule A
(hereinafter the "Licensed Software") relating to the mySAP.com application
environment and to more effectively deploy each other's resources to increase
marketplace presence and the relative cost of sales borne by each party.
Commerce One agrees to provide this enhancement of the license grant to the
Licensed Software set forth in the SAA in consideration for the revenue sharing
provisions set forth in Section 5.2 below.




	LICENSE.

2.1Grant.

2.1.1Development License. Commerce One hereby
grants to SAPM and SAP AG, a, non-exclusive, non-transferable license, without
right of sublicense (except to the extent necessary for SAPM to collaborate with
SAP affiliated companies), to copy, use, modify and create derivative works
based on the Licensed Software and to create collaborative software modules
which interact with the Licensed Software. The license is limited to the
development of collaborative operating platforms which allow communication and
interoperability between and among SAP AG or SAPM applications and third party
applications for the customers set forth on a separate schedule to be provided,
using commercial best efforts, by SAPM within sixty (60) days of the Effective
Date of this Amendment ("Designated Customers"). The license grant in this
Section 2.1.1 is hereinafter referred to as the "Development License". Commerce
One hereby also grants SAPM a, non-exclusive, non-transferable license, without
right of sublicense (except to the extent necessary for SAPM to collaborate with
SAP AG affiliated companies), to use the Documentation in connection with such
use of the Development License for the Designated Customers (as defined below).
Unless otherwise agreed to by the Parties in writing, the collaborative
application functionality created for these customers shall not be a part of the
Joint Offering as defined in the SAA. To the extent not otherwise addressed in
this Amendment, any and all ownership rights to such derivative functionality
shall be governed by the terms and conditions of a separate intellectual
property ownership agreement entered into by the parties.


2.1.2Distribution License. Commerce One hereby
grants to SAPM and SAP AG a non-exclusive, non-transferable license to
sublicense, directly or indirectly, the Licensed Software and derivatives
thereof for use in relation to the mySAP.com application environment only to
Designated Customers. Commerce One also grants SAPM a non-exclusive,
non-transferable license to sublicense, directly or indirectly, the Documentation
for use in connection with distribution of such Licensed Software or derivatives
thereof only to the Designated Customers.

The Distribution License (as defined by in the terms and
limitations of this Section 2.1.2) shall be limited as follows:






	to the extent practical, a single installation of the
Licensed Software for the mySAP.com application environment(s) for each of the
Designated Customers. For the purposes of the foregoing, each "installation"
shall mean one or more installed copies of the Licensed Software located at the
Designated Customer's site(s). Any copy of the Licensed Software used by SAPM
for backup, fail over testing, and/or disaster recovery shall not constitute a
separate installation for purposes of this Amendment.


	a finite set of Business Scenarios at each Designated
Customer Site (A "Business Scenario" shall mean the communication and
interoperability of one or more SAP AG, SAPM and/or third-party applications for
the execution of a business process or function even if such process or function
requires communication or other involvement from one or more business third
parties.


	Such copy or copies of the Licensed Software shall not be
used to create or operate a Public E-marketplace. For purposes of this
Amendment, a Public E-Marketplace shall mean an open, for-profit, service bureau
offering to buyers, suppliers, and trading partners:

The nature of the Business Scenarios (including but not
limited to functionality, source of origin of the applications, operating
environment, etc.) will be determined by mutual agreement of the Parties. In the
event that the Parties cannot mutually agree upon the nature of the Business
Scenarios, SAPM shall have the ultimate right to designate the Business
Scenarios that will be implemented at each Designated Customer Site. In the
event that SAPM and Commerce One have not agreed upon the nature of the Business
Scenarios at the time of deployment at the Designated Customer Site, however,
Commerce One shall have no support obligations, beyond standard support
(provided that support and maintenance is paid for during such period) for the
Licensed Software, for such disputed Business Scenarios at the Designated
Customer.


2.2Restrictions.





	SAPM and SAP AG agree not to reverse engineer,
decompile, or disassemble the Licensed Software except as explicitly permitted
under the terms of this Amendment;


	SAPM and SAP AG agree not to create derivative works
based on the Licensed Software except as explicitly permitted under this
Amendment. the SAA or otherwise by the Parties;


	Prior to the release of the Licensed Software to the
Designated Customers, to the extent permitted by applicable law, SAPM shall
obtain written commitments from such customers not to: (a) reverse engineer,
decompile, or dissemble the Licensed Software; (b) create derivative works based
on the Licensed Software; or (iii) modify the Licensed Software; without express
written permission from Commerce One or SAPM as the case may be.

2.3Licensed Software. The licenses of Section 2
herein apply to thirteen (13) machine readable copies of the Licensed Software
received by SAPM on or before March 30, 2001 and thirteen (13) copies of the on-
line Documentation. The Licensed Software and Documentation have been delivered
and accepted by SAPM. The Parties acknowledge that any professional services
provided by Commerce One are non-essential to the Licensed
Software.


2.4Copies. SAPM will be entitled to make a
reasonable number of machine-readable copies of the Licensed Software as
required for the purposes set forth in the Development License, as well as for
backup or archival purposes. SAPM shall maintain accurate and up-to-date records
of the number and location of all copies of the Licensed Software and shall
inform Commerce One in writing of such location(s). All copies of the Licensed
Software shall be subject to all terms and conditions of this Amendment.
Whenever SAPM is permitted to copy, reproduce or modify all or any part of the
Licensed Software, all titles, trademark symbols, copyright symbols and legends,
and other proprietary markings must be reproduced in the resulting
copy(ies)/modified versions.


2.5Customer Licenses. SAPM shall distribute the
Licensed Software to the Designated Customers only under the terms of, and shall
ensure that the Licensed Software is subject to, license agreements with terms
at least as restrictive as those set forth in this Amendment.


2.6Source Code License. Commerce One will grant
SAPM a source code license as necessary to effectuate the Development
License.


2.7Trademark License by Commerce One. Commerce One
hereby grants SAP, for the Term of this Amendment, a limited, non-transferable,
non-exclusive license to use Commerce One's trademarks designated in Schedule
C solely for the purpose set forth herein. SAPM agrees to submit materials
containing Commerce One's trademarks to Commerce One for approval before release
to the public. Except as set forth in this section, nothing in this Amendment
shall grant or shall be deemed to grant to SAPM any right, title or interest in
or to the Commerce One's trademarks. All uses of Commerce One's trademarks by
SAPM shall inure to the benefit of Commerce One.






	IP OWNERSHIP. Except for derivative works of the
Licensed Software, SAPM and/or SAP AG shall own all right, title and interest to
the mySAP.com applications and other SAP AG and SAPM technologies, and
modifications, extensions, enhancements and derivative works thereof and
thereto, including collaborative software modules that are not derivative works
of the Licensed Software, created pursuant to the development effort
contemplated under this Amendment. In the event SAPM and SAP AG creates a
derivative work of the Licensed Software pursuant to the Development License
herein, unless the Parties agree in writing as to the ownership and royalty
arrangements for such derivative work, neither Party shall have the right to
commercialize such derivative work outside the group of Designated Customers:
provided, however, nothing in this Amendment is intended to restrict SAPM and/or
SAP AG from commercializing, outside the group of Designated Customers, any
other development created pursuant to this Amendment. Nothing in this section
shall give SAPM any ownership rights in and to the Licensed Software (except as
otherwise set forth in the SAA). Sections 18.6, 18.8 and 18.9 of the SAA are
hereby incorporated into this Amendment by this reference.


	TERM & TERMINATION. This Amendment shall
become effective on date the last signature is affixed hereto.

4.1No Obligations. Except as otherwise explicitly
provided in this Amendment and subject to any rights or obligations which have
accrued prior to termination, neither Party shall have any further obligation to
the other under this Amendment upon termination of this Amendment for any
reason.


4.2Exceptions. The terms of this Amendment shall
remain in full force and effect after any termination to the extent and for the
period necessary to permit SAPM to properly perform its continuing obligations
under all licenses of the Licensed Software to Designated Customers under the
Distribution License set forth herein.


4.3Maintenance & Support. Following any
expiration or termination of this Amendment, Commerce One shall continue to
provide maintenance and support consistent with the post-termination rights in
the Agreement including, but not limited to, providing Updates and Upgrades for
a period of three years from termination of this Amendment subject to payment of
the appropriate maintenance and support fees.


4.4License Agreements. Each license granted under the
Distribution License subsisting shall continue in effect and shall survive the
termination of this Amendment.


4.5Survival. Section 25.7 of the SAA is hereby
incorporated herein by this reference and is extended to include the following
sections of this Amendment: Sections 3 ("IP Ownership"), 4.3 ("Maintenance and
Support), 4.4 ("License Agreements"), 7 ("Software Warranty & Disclaimer"),
8 ("Representations & Covenants"), 9 ("Indemnification"), 12 ("Maintenance
& Support"), 14 ("Support Code Escrow").




	DESIGNATED CUSTOMER LICENSE FEES. 

5.1 The Parties acknowledge that SAPM has paid Commerce
One an initial license fee for the Licensed Software for the Designated
Customers, which amount was reported to Commerce One of SAPM's royalty report
under the SAA for the calendar quarter ended March 31, 2001. Both parties
acknowledge that the license fees payable by SAPM to Commerce One are non-refundable.



5.2 SAPM agrees to pay to Commerce One an amount equal to
thirty five percent (35%) of the License Fees paid by any Designated Customer
for the Licensed Software in excess of two (2) times the agreed upon unit price
per license which unit price was $1,580,000 as set forth in the March 31, 2001
quarterly royalty report to the SAA; provided, however, if the customer is
designated by the parties as a "Joint Customer" (to be jointly approached and
engaged with by SAPM and Commerce One) in the customer list to be jointly
reviewed in advance by the Parties, SAPM agrees to pay to Commerce One an amount
equal to fifty percent (50%) of the License Fees paid by any Designated Customer
for the Licensed Software in excess of two (2) times the agreed upon unit price
per license which unit price was $1,580,000 as set forth in the March 31, 2001
quarterly royalty to the SAA.



	AUDIT RIGHTS. The retention of records obligation
of Section 24 of the SAA is hereby extended to include all records, files,
documents, and correspondence relating to the Licensed Software and incorporated
herein by the reference.


	SOFTWARE WARRANTY & DISCLAIMER. For a period
of six (6) months from delivery of the Licensed Software to SAP, Commerce One
warrants to SAPM and SAP AG that the Licensed Software shall substantially
comply with the technical specifications set forth in the applicable product
documentation. Additionally, Commerce One hereby extends the warranties made in
Section 19.1 of the SAA and THE DISCLAIMER OF WARRANTY MADE IN SECTION 19.2 OF
THE SAA TO THE LICENSED SOFTWARE AND INCORPORATES SUCH WARRANTIES AND DISCLAIMER
OF THE SAA INTO THIS AMENDMENT BY THIS REFERENCE.


	REPRESENTATIONS & COVENANTS. Commerce One
hereby extends the representations and warranties made in Section 20.1 of the
SAA to the Licensed Software and incorporates such representations and
warranties of the SAA into this Amendment by this reference. SAP AG and SAPM
hereby extends the representations and warranties made in Section 20.2 of the
SAA Amendment, as applicable, and incorporates such representations and
warranties into this Amendment by this reference.

Commerce One also agrees that it will not assert any patent
rights it may have against the combination of collaborative operating platforms
and Licensed Software which SAPM or SAP AG implements at the Designated
Customers.



	INDEMNIFICATION. Commerce One hereby extends to
SAP AG and SAPM its indemnification obligations made in Section 21 of the SAA to
include the Licensed Software and incorporates such obligations in to this
Amendment by this reference. SAP AG and SAPM hereby extend to Commerce One their
indemnification obligations made in Section 21 of the SAA to this
Amendment.

9.1 MAINTENANCE & SUPPORT. Maintenance and support
for the Licensed Software shall commence effective April 1, 2001. SAPM shall pay
maintenance and support fees to Commerce One equal to 10% of the unit price per
license per annum as set forth in the March 31, 2001 quarterly royalty report to
the SAA. SAPM may cancel maintenance and support for the Licensed Software at
any time; provided, however, that such maintenance and support services in
respect of the Licensed Software cannot be reinstated in respect of any such
installation after such cancellation unless SAPM remits to Commerce One the
maintenance and support fees due in respect of the period of
cancellation.


9.2 The Parties shall agree on detailed support terms,
responsibilities and pricing for Commerce One's maintenance & support of any
Licensed Software to the Designated Customers, including Updates, Upgrades, call
receipt, call screening, installation assistance, problem identification and
diagnosis, hand-over procedures and development level support; provided,
however, that all support (including escalation procedures) by each Party shall
be provided in accordance with a mutually agreed upon Support Level Agreement
which shall be based on the support summary set forth in Exhibit F of the
SAA.





	SOURCE CODE ESCROW. The obligations set forth in
Section 27 of the SAA are hereby extended to include the Licensed Software and
are incorporated into this Amendment by the reference.


	STATUS. Except as regards to payments to Commerce
One under Section 5 ("Price") hereunder, Section 29 of the SAA is incorporated
into this Amendment by this reference.


	EXPORT OF LICENSED SOFTWARE. Section 30.17 of the
SAA is hereby extended to include the Licensed Software and the mySAP.com
applications and is incorporated herein by this reference.


	EXPORT CONTROL. Section 30.18 of the SAA is hereby
extended to include the Licensed Software and the mySAP.com applications and is
incorporated herein by this reference.


	DESIGNATED CUSTOMER ENGAGEMENT. The Parties agree
to immediately engage with Designated Customers in order to facilitate the
implementation of the Licensed Software.


	ENTERPRISE PROCUREMENT COMMITMENT. The Parties
agree to work in good faith toward cooperation and a revised financial and go-
to-market model for the Enterprise Buyer product suite within (30) calendar days
from the date hereof.


	ASSIGNMENT. Commerce One hereby authorizes SAPM to
assign any or all of its rights and obligations under this Amendment to SAP AG
or an SAP AG affiliated company.


	AMENDMENT TO AGREEMENT LANGUAGE. 

In the Agreement, Exhibit B, Section 1.A.3 shall be
replaced in its entirety with the following:

Private MarketSets: Effective April 1, 2001, upon the
execution of the applicable license agreement with the "Named Customers", the
licensing Party shall be responsible for remitting to the other Party, either C1
or SAPM, an amount equal to thirty five percent (35%) of the License Fees paid
by such Named Customer; provided, however, if the customer was designated a
"Joint Customer" in the private exchange customer list to be mutually agreed
upon by the Parties, the licensing Party shall be responsible for remitting to
the other Party, either C1 or SAPM, an amount equal to fifty percent (50%) of
the License Fees for the Joint Offering. In the event the customer subsequently
licenses from either of the Parties the ability to operate a revenue generating
marketplace, the licensing Party shall remit to the other Party either 35% or
50% (consistent with the applicable percentages above) of the Revenue Share
received by the licensing Party pursuant to the customer agreement, which shall
not be less than three percent (3%) of customer Gross Revenues as defined in the
applicable customer and end user agreement, and any other consideration
including, but not limited to equity of the customer obtained in consideration
of such expanded license right, shall be allocated between parties on a similar
basis.

The private exchange "Named Customer List" referenced above
shall be kept by appointed committees (including representatives from each of
the SAP field, SAPM, Commerce One field, and Commerce One Strategic
Sales/Business Development) for each of Americas, EMEA Asia/Pacific, and kept
current not less than twice per calendar month.

Notwithstanding the foregoing and notwithstanding anything to
the contrary in the Agreement, the Parties agree that nothing set forth above
shall prohibit either party from licensing to any of the Named Customers or
Joint Customers, and furthermore that the licensing of public and private
exchanges shall be subject to the minimum royalties set forth in Exhibit 1 to
this Amendment (which Exhibit 1 will amend and replace such minimum royalty
amounts set forth in the SAA).




[SIGNATURE PAGE FOLLOWS]

 

 

 

IN WITNESS WHEREOF, the Parties have caused their duly
authorized representatives to enter into this Amendment as of the dates
indicated below


	
Commerce One, Inc.
	
SAPMarkets, Inc.






	
By: /s/ Robert M. Kimmitt
	
By: /s/ Andre Simone

	
Name: Robert M. Kimmitt
	
Name: Andre Simone

	
Title: Vice Chairman and President
	
Title: CFO 

	
Date: April 10, 2001
	
Date: April 10, 2001







SAP AG

By: /s/ Henning Kagermann

                   Name: Prof. Dr. Henning Kagermann

                   Title: Co-Chairman and CEO

                   Date: April 12, 2001


SAP AG

By: /s/ Herbert Heitmann

                   Name:  Herbert Heitmann

                   Title: __________________

                   Date: April 12, 2001