LICENSED SOFTWARE ADDENDUM #5 TO MASTER TECH LIC.



 





EXHIBIT 10.81


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.




	 	 	 
	KYOCERA MITA/ PEERLESS LSA #5

	 	CONFIDENTIAL
	
 







LICENSED SOFTWARE ADDENDUM #5 TO MASTER

TECHNOLOGY LICENSE AGREEMENT DATED APRIL 1, 1997



This Licensed Software Addendum #5 (hereinafter this “LSA #5”) is entered into
as of February 17, 2004 (hereinafter the “Effective Date”) by and between
Kyocera Mita Corporation, a Japanese corporation, with offices at 2-28,
1-chome, Tamatsukuri Chuo-ku, Osaka, 540-8585, Japan (hereinafter referred to
as “KYOCERA MITA”), and Peerless Systems Corporation, a Delaware corporation,
with offices at 2381 Rosecrans Ave, Suite 400, El Segundo, CA, 90245
(hereinafter referred to as “PEERLESS”), each sometimes referred to as a
“Party” and jointly as “Parties” to this LSA #5.



This LSA #5 is subject to and incorporates the provisions of the Master
Technology License Agreement (hereinafter referred to as “MTLA”) dated April 1,
1997 entered between PEERLESS and Kyocera Corporation, and transferred to
KYOCERA MITA on April 1, 2002.






	1.	 	DEFINITIONS




1.1 All capitalized terms used herein shall have the meaning specified in this
LSA #5 or, if not defined herein, then the meaning specified in the MTLA. For
terms that are defined in this Section 1 and in the MTLA, the definition
provided herein shall govern for all purposes hereof.



1.2 With respect to any hardware, “Derivative KYOCERA MITA Product” means a
KYOCERA MITA product incorporating PEERLESS Material and any other components
that shall be bundled with and be contained in a package with the KYOCERA MITA
product at the time of KYOCERA MITA’s shipment of that product to KYOCERA
MITA’s customer.



1.3 “Machine Executable Copy” includes anything designated as such under the
MTLA and, without limiting the foregoing, any object code, machine executable
version of any Derivative Work of any Current Release or Update Release
licensed to KYOCERA MITA under this LSA #5.



1.4 “SRP” is the suggested retail price in the United States of America. In
the event that a legal SRP cannot be established inside the United States, the
SRP of the Authorized KYOCERA MITA Device in Japan will be used. In the event
that a relevant SRP is Japanese, Yen shall be established in Japan, the SRP
shall be converted into U.S. dollars at TTM rate equal to the average exchange
rates for the appropriate currency issued by Mizuho Corporate Bank, Limited at
the end of the first and last days of the relevant quarterly accounting period
(or the first business day thereafter if such day is a Sunday or other
non-business day.



1.5 “Derivative Work” means (i) for copyrightable or copyrighted material that
is based upon one or more preexisting works, such as a revision, modification,
translation, abridgment, condensation, expansion, or any other form in which
such preexisting works may be recast, transformed, or adapted; and (ii) for
patentable or patented material, any improvement thereon;



	 	 	 	 	 
	
 
	(March 8, 2004)

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	 	Initials: PEERLESS    ; KYOCERA MITA    







 









 




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.




	 	 	 
	KYOCERA MITA/ PEERLESS LSA #5

	 	CONFIDENTIAL
	
 





and (iii) for
material which is protected by trade secret, any new material derived from such
existing trade secret material, including new material which may be protected
or protectable by copyright, patent and/or trade secret, and that, if prepared
without authorization of the owner of the copyright, patent and trade secret in
such preexisting work, would constitute an infringement. For purposes hereof,
a Derivative Work refers to Licensed Products as defined herein and shall also
include any compilation that incorporates such a preexisting work.





	2.	 	LICENSE







	2.1	 	Object License Granted: Without limiting any of KYOCERA MITA’s rights
under the MTLA, and subject to the provisions of this LSA #5 as well as
the payment of all applicable License Fees as stated in Section 3.0 of
this LSA #5 for the term of such license, PEERLESS hereby grants a
non-transferable, non-exclusive, worldwide license to KYOCERA MITA:
	 
	 	 	(1) to use, copy, make, reproduce and manufacture the Authorized KYOCERA
MITA Device containing Machine Executable Copies of the Licensed
Products;
	 
	 	 	(2) to sell and distribute the Authorized KYOCERA MITA Device containing
Machine Executable Copies of the Licensed Products in any country of the
world directly, through KYOCERA MITA Distributors and/or Subsidiaries; or
	 
	 	 	(3) to sublicense to Subsidiaries the rights to use, copy, make,
reproduce and manufacture the Authorized KYOCERA MITA Device containing
Machine Executable Copies of the Licensed Products on behalf of KYOCERA
MITA.







	 	a.	 	Authorized KYOCERA MITA Device: KYOCERA MITA is
authorized to use and distribute the Licensed Product(s) in
object code format only listed below in the following
Authorized KYOCERA MITA Devices:







	 	i.	 	KYOCERA MITA produced and branded
monochrome or color laser printer products with print
resolution of 2400 dots per inch (dpi) or less; and
KYOCERA MITA produced and branded
monochrome or color laser printer products with print
resolution of 2400 dots per inch (dpi) or less for an
OEM customer.
	 
	 	ii.	 	KYOCERA MITA produced and branded
monochrome or color copier products; and, KYOCERA MITA
produced monochrome or color copier products for an OEM
customer




2.2 Term And Termination: The term of the Object License or Source License
shall be contemporaneous with the term of the License under the MTLA. After
termination of the Object License or Source License, KYOCERA MITA may, in
addition to any rights granted under the MTLA, retain one (1) copy of the
Source Materials for the sole purpose of providing maintenance support or
similar services in connection with any Machine Executable Copies




	 	 	 	 	 
	
 
	(March 8, 2004)

	 	Page 2
	 	Initials: PEERLESS    ; KYOCERA MITA    







 









 




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.




	 	 	 
	KYOCERA MITA/ PEERLESS LSA #5

	 	CONFIDENTIAL
	
 






distributed
pursuant to the MTLA for a period of one (1) year after the date of termination
of the Object License or Source License unless a Default is deemed to occur
under Section 10.1(a) and Section 10.1(b) of the MTLA.


2.3 Deliverables — The Parties agree that PEERLESS has made and completed all
deliverables required by this LSA #5, and no further deliverables are required
under this LSA #5.



2.4 Licensed Products (As Delivered under LSA #1):






	 	1.	 	PEERLESSPrint®XL
	 
	 	2.	 	PEERLESSPrint®5C
	 
	 	3.	 	PEERLESSPageTM Imaging Operating System




3.0 License Fees and Payments.



3.1 PER UNIT LICENSE FEES: For each Authorized KYOCERA MITA Device shipped
pursuant to this LSA #5, PEERLESS and KYOCERA MITA agree that there shall be a
non-refundable, non-transferable and non-creditable Per Unit License Fee due
and paid to PEERLESS. The amount of the Per Unit License Fees for each
Authorized KYOCERA MITA Device developed hereunder is shown below. The
percentages in the following tables are based on the Suggest Retail Price
(“SRP”) of the product in the United States.



3.2 Per Unit License Fees: The recurring Per Unit License Fee is the fee that
PEERLESS charges KYOCERA MITA for the right to use PEERLESS’ Licensed Products
in each Authorized KYOCERA MITA Device shipped by KYOCERA MITA is detailed
below.




	 	 	 
	Product Description
	 	Per Unit License Fee

	Authorized KYOCERA MITA Device (printer)
Section 2.1 (3) (a) (i)

	 	*** of the SRP
	Authorized KYOCERA MITA Device (copier) Section 2.1
(3) (a) (ii)

	 	*** of the SRP






3.3 BLOCK LICENSE.



3.3.1 Block License Grant. In lieu of paying the required Per Unit Royalty Fee
on an “as incurred” basis, PEERLESS has granted KYOCERA MITA a Block License
under which KYOCERA MITA may offset the Per Unit Royalties incurred by the
Authorized KYOCERA MITA Devices identified in Section 2.1 herein.



3.3.2 Block License Payment. PEERLESS has granted KYOCERA MITA a Block License
for PEERLESS Licensed Products contained in the Authorized KYOCERA MITA
Devices. This Block License will be granted for non-refundable,
non-transferable and non-creditable payment of *** dollars (U.S.$ ***).




	 	 	 	 	 
	
 
	(March 8, 2004)

	 	Page 3
	 	Initials: PEERLESS    ; KYOCERA MITA    







 









 




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.




	 	 	 
	KYOCERA MITA/ PEERLESS LSA #5

	 	CONFIDENTIAL
	
 






3.3.3 Block License Terms and Conditions. The terms and conditions of the
PEERLESS granted Block License to KYOCERA MITA are as follows.





	 	a)	 	The utilization of the Block License shall apply to the use
of all PEERLESS Licensed Products named in this LSA #5 (as listed in
Section 2.1 herein).
	 
	 	b)	 	For the distribution of the Authorized KYOCERA MITA Devices
named in this LSA #5, KYOCERA MITA may apply the reduced Per Unit
License Fees for each object code copy of the PEERLESS Licensed
Product as set out below in Section 3.3.4 herein.
	 
	 	c)	 	KYOCERA MITA will apply the above stated Per Unit Recurring
License Fee to the actual number of Authorized KYOCERA MITA Devices
shipped which contain the object code copies of the PEERLESS
Licensed Products and will thus calculate the equivalent earned Per
Unit Recurring License Fee.
	 
	 	d)	 	The Per Unit Recurring License Fees stated in Section 3.3.4
below, shall apply until the crediting of the equivalent earned
recurring license fee equals *** dollars (U.S.$ ***).
	 
	 	e)	 	Upon exhaustion of the *** dollars (U.S. $***) Block License,
the following actions may take place at KYOCERA MITA’s option:







	 	i)	 	KYOCERA MITA, at its sole discretion, may
purchase additional Block License(s) in the amount of ***
dollars (U.S. $***) each under the same terms and conditions
as enumerated herein.
	 
	 	ii)	 	KYOCERA MITA, at its sole discretion may decide
not to purchase an additional Block License as set forth in e)
i) above; in which case, the recurring Per Unit License Fee
for each Authorized KYOCERA MITA Device named in this LSA #5
would revert to rate as defined in Section 3.2 herein.




3.3.4 License Fees for Authorized KYOCERA MITA Devices authorized in this LSA
#5 under this Block License:




	 	 	 
	Product Description
	 	Per Unit License Fee

	Authorized KYOCERA MITA Device (printer)
Section 2.1 (3) (a) (i)

	 	*** of the SRP
	Authorized KYOCERA MITA Device (copier)
Section 2.1 (3) (a) (ii)

	 	*** of the SRP






3.4 Exclusion of Other Recurring License Fees. The Recurring License Fees
associated with fonts provided by Adobe Systems Incorporated are not included
in the Per Unit Recurring License Fees or Distribution Fee outlined above.
Such Recurring Fees, if applicable, must be negotiated by KYOCERA MITA with,
and paid directly to, PEERLESS. The Recurring License




	 	 	 	 	 
	
 
	(March 8, 2004)

	 	Page 4
	 	Initials: PEERLESS    ; KYOCERA MITA    







 









 




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.




	 	 	 
	KYOCERA MITA/ PEERLESS LSA #5

	 	CONFIDENTIAL
	
 






Fees associated with
fonts provided by Agfa Corporation or Bitstream Inc. are not included in the
Per Unit Recurring License Fees or Distribution Fee outlined above. Such
Recurring Fees, if applicable, must be negotiated by KYOCERA MITA with, and
paid directly to, the respective entity.


3.5 Royalty Payment. KYOCERA MITA shall pay royalties due hereunder in United
States Dollars.






	4.	 	NOTICES




For the purpose of this LSA #5, the notices required are:



For:





PEERLESS
PAGETM is a trademark of the PEERLESS Systems Corporation; and,




PEERLESSPrint®XL, PEERLESSPrint®5E and Memory Reduction Technology® are
registered trademarks PEERLESS Systems Corporation; and




COPYRIGHT© 2002 PEERLESS Systems Corporation





	5.	 	ANNOUNCEMENTS




Pursuant to Paragraph 15.1 of the MTLA and in addition to the obligations set
out in Section 15 of the MTLA, the Parties’ obligations to disclose the use of
the Licensed Products in Marketing Literature under this LSA#5 are as follows:



5.1 Marketing Materials. All KYOCERA MITA marketing materials on the
Authorized KYOCERA MITA Device will refer to the Licensed Products by the
PEERLESS trade name when those Licensed Products are utilized in the Authorized
KYOCERA MITA Device, referred to or described in KYOCERA MITA’s marketing
materials.



5.2 Press Releases. Once KYOCERA MITA has issued a public statement announcing
the Authorized KYOCERA MITA Device, PEERLESS may also disclose in any PEERLESS
advertisement or other promotional material naming KYOCERA MITA and the
technology licensed to KYOCERA MITA for its Authorized KYOCERA MITA Device,
provided that PEERLESS shall not disclose in such press release any other
details about the Authorized KYOCERA MITA Device without KYOCERA MITA’s prior
written approval, which approval shall not be unreasonably withheld.






	6.	 	TRAINING




No training is provided under this LSA #5.




	 	 	 	 	 
	
 
	(March 8, 2004)

	 	Page 5
	 	Initials: PEERLESS    ; KYOCERA MITA    







 









 




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.




	 	 	 
	KYOCERA MITA/ PEERLESS LSA #5

	 	CONFIDENTIAL
	
 









	7.	 	TELEPHONE SUPPORT




No telephone support is provided under this LSA #5.






	8.	 	WARRANTY




No warranty is provided under this LSA #5.






	9.	 	PAYMENT SCHEDULE





Payment Schedule




	 	 	 	 	 
	1. Block License Payment #1 within thirty (30) days of execution of this LSA #5
or April 30, 2004, whichever comes first
	 	US$***
	2. Block License Payment #2 within one hundred twenty (120) days of execution of
this LSA #5 or July 30, 2004, whichever comes first
	 	US$***
	3. Block License Payment #5 within two hundred ten (210) days of execution of
this LSA #5 or October 30, 2004, whichever comes first
	 	US$***
	4. Block License Payment #4 within three hundred (300) days of execution of this
LSA #5 or January 30, 2005, whichever comes first
	 	US$***
	5. Block License Payment #5 within three hundred ninety (390) days of execution
of this LSA #5 or May 30, 2005, whichever comes first
	 	US$***
	      TOTAL
	 	US$***






IN WITNESS WHEREOF, each of KYOCERA MITA and PEERLESS has executed this LSA #5
by its duly authorized officer as of the Effective Date:




	 	 	 
	KYOCERA MITA CORPORATION

	 	PEERLESS SYSTEMS CORPORATION
	 
	 	 
	By:/s/ Makoto Koga

	 	By:/s/ William Neil
	

(Authorized Signature)

	 	

(Authorized Signature)
	Name: Makoto Koga

	 	Name: William Neil
	Title: Senior General Manager

	 	Title: Vice President of Finance and CFO
	Date: April 27, 2004

	 	Date: April 16, 2004







	 	 	 	 	 
	
 
	(March 8, 2004)

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	 	Initials: PEERLESS    ; KYOCERA MITA