AMEND.#15 TO DEVELOPMENT LICENSE & SUBLICENSE AGMT



 





EXHIBIT 10.80


Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission.




AMENDMENT NO. 16

TO THE

POSTSCRIPT SOFTWARE DEVELOPMENT LICENSE

AND SUBLICENSE AGREEMENT

BETWEEN

ADOBE SYSTEMS INCORPORATED

AND

PEERLESS SYSTEMS CORPORATION




Effective Date: January 1, 2004




     This Amendment No. 16 (the “Amendment”) to the PostScript Software
Development License and Sublicense Agreement dated July 23, 1999, as previously
amended (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 to the Agreement is to revise the
license fees and royalty rates as specified below.



     NOW, THEREFORE, the parties agree as follows:


1. The parties hereby acknowledge and agree that all distribution of Licensed
Systems and royalty-bearing components of Licensed Systems occurring prior to
(but not on or after) the Effective Date of this Amendment No. 16 to the
Agreement shall be calculated and paid by Peerless in accordance with the
pricing provisions, as set forth in ***, in effect prior to the Effective Date
of this Amendment No. 16. The parties further acknowledge and agree that the
pricing provisions in Paragraph 3.2.1, as amended herein, shall apply only to
Licensed Systems and royalty-bearing components of Licensed Systems distributed
on or after the Effective Date of this Amendment No. 16.



2. Paragraph 3.2. (“Calculating Actual Licensed System Royalties Payable to
Adobe”) of EXHIBIT O (“Royalty Payments and Other Fees”) of the Agreement is
hereby deleted as of the Effective Date and replaced in its entirety to read as
follows:




     “3.2 Calculating Actual Licensed System Royalties Payable to Adobe. The
payment provisions as set forth below describe the methodology for calculating
the royalties to be paid to Adobe by Peerless for Licensed Systems distributed
by OEM Customers during the applicable accounting period. If the payments made
to Adobe under Paragraph 3.1 are less than the actual royalties owed to Adobe
as determined under ***, Peerless shall pay Adobe the difference at the end of
the then current accounting period to satisfy all such underpayment.



     3.2.1 ***



     3.2.2 ***



     3.2.3 ***


3. All other terms and condition of the Agreement shall remain in full force
and effect.




	 	 	 	 	 
	 

	 	Amend. No. 16 — Adobe/Peerless
	 	Page 1 of 2







 









 




Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission.




     IN WITNESS WHEREOF, each of Adobe and Peerless has executed this Amendment
No. 16 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
	 	Title:
	 	Vice President Finance,
	

	 	and Field Operations
	 	 	 	Chief Financial Officer
	 
	 	 	 	 	 	 
	Date:

	 	4/26/04
	 	Date:
	 	April 6, 2004







	 	 	 	 	 
	 

	 	Amend. No. 16 — Adobe/Peerless
	 	Page 2 of 2