AND THE PARTIES SHALL
SHARE THE PROVISION OF THIRD LEVEL SUPPORT.
FROM [***] THROUGH THE REMAINDER OF
THE LICENSE PERIOD, [***].
ALL SUPPORT OBLIGATIONS OF BOTH PARTIES TOWARD EACH
OTHER SHALL TERMINATE AS OF THE END OF THE LICENSE PERIOD, UNLESS EXPLICITLY
AGREED OTHERWISE BETWEEN THE PARTIES.
II.
MAINTENANCE: EACH PARTY SHALL MAINTAIN ITS OWN
COMPONENTS OF [***] (INCLUDING PROVISION OF RELEVANT PATCH DISTRIBUTION, ETC.)
AS APPROPRIATE.
III.
NEITHER PARTY SHALL [***] DURING THE LICENSE PERIOD.
4.
License Fees related to MarketConnect.
a.
Neither party shall [***] during the License Period.
The
parties shall agree upon appropriate pricing for [***] by no later than April 1,
2003.
III.
RESOLUTION OF OUTSTANDING ITEMS
THE PARTIES AGREE TO RESOLVE VARIOUS OUTSTANDING PAYMENT ISSUES PERTAINING TO
CERTAIN CUSTOMERS IN THE MANNER REFLECTED ON: 1) THE SETTLEMENT CHART ATTACHED
AS EXHIBIT A; 2) THE CHART ON EXHIBIT B REFLECTING A SUMMARY OF THE MATTERS
DETAILED ON EXHIBIT A; AND 3) EXHIBIT C DETAILING THE PARTIES' SETTLEMENT
PERTAINING TO [***]. BOTH PARTIES AGREE TO MAKE ANY REQUIRED PAYMENTS PURSUANT
TO EXHIBITS A AND B IN A TIMELY AND EXPEDITIOUS MANNER.
TO THE EXTENT SUCH
RESOLUTION REQUIRES PAYMENT BY A SUBSIDIARY OF SAP AG TO COMMERCE ONE, SAP AG
WILL ENSURE THAT SUCH SUBSIDIARY ACTS IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT.
IN EXCHANGE FOR SUCH PAYMENT AND RESOLUTION, EACH PARTY (ON ITS OWN
BEHALF AND ON BEHALF OF ITS RESPECTIVE SUBSIDIARIES AND AFFILIATES) HEREBY
AGREES TO RELEASE AND DISCHARGE THE OTHER PARTY, ITS RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, ASSIGNS AND
SUCCESSORS-IN-INTEREST FROM ANY AND ALL CLAIMS, DEMANDS, OR CAUSES OF ACTION OF
ANY KIND, KNOWN OR UNKNOWN, SOLELY RELATING TO SUCH MATTERS PERTAINING TO SUCH
CUSTOMERS ("THE CLAIMS") AND EACH PARTY HEREBY WAIVES ANY AND ALL SUCH CLAIMS.
EACH PARTY HAS BEEN FULLY ADVISED BY ITS ATTORNEY OF THE CONTENTS OF SECTION
1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA, AND EACH PARTY EXPRESSLY
WAIVES THAT SECTION AND THE BENEFITS THEREOF.
SECTION 1542 READS AS FOLLOWS:
"A GENERAL RELEASE DOES NOT EXTENT TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
IV.
PRESS RELEASE RELATING TO [***]
Commerce One acknowledges and agrees that SAP will issue a press release
relating to [***], subject to prior approval of such press release by Commerce
One, which shall not be unreasonably withheld or delayed by Commerce One. SAP
acknowledges and agrees [***].
[***] CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE BRACKETED PORTIONS.
THE
CONFIDENTIAL REDACTED PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES EXCHANGE COMMISSION.
3
[SIGNATURE BLOCK ON FOLLOWING PAGE.]
4
IN WITNESS WHEREOF, the Parties have caused their duly authorized
representatives to enter into this Amendment effective on the Effective Date.
COMMERCE ONE, INC.
By:
Name:
Title:
SAP AG
By:
By:
Name:
Name:
Title:
Title:
5
Exhibit A
Commerce