Skip to main content
Find a Lawyer

Software License Agreement - Hewlett-Packard Co. and Lynx Real-Time Systems Inc.

                          SOFTWARE LICENSE AGREEMENT
                                     Rev I

THIS SOFTWARE LICENSE AGREEMENT (this "Agreement") is made as of December 4,
1998, by and between HEWLETT-PACKARD COMPANY, a Delaware corporation ("HP"), and
LYNX REAL-TIME SYSTEMS INC., a California corporation ("Licensor").


     1.1  "Program" shall mean Licensor's software programs including Operating
          System, Tools and Source Code as listed and described in Exhibit A
          hereto, including all Program Enhancements, Upgrades, Versions and
          localized versions thereto as further set forth below. Certain
          software tools called utilities, which may be part of a public domain
          software collection, are included in the Program as a convenience to
          Licensee at no charge.

     1.2  "Enhancements" shall mean modifications or improvements such as error
          corrections or bug fixes with respect to the functionality or
          performance of the Program, which Licensor may provide for the

     1.3  "Revision" shall mean a version of the Program, which contains Program
          Enhancements and is designated by Licensor by a number on the right of
          the decimal point (e.g. Version 1.X)

     1.4  "Version" shall mean a version of the Program which contains
          substantial and significant Enhancements, or other substantial change
          in functionality or performance as compared to the previous version
          (if any), and which is designated by Licensor by a number on the left
          of the decimal point (e.g. Version X.0).

     1.5  "Documentation" shall mean such manuals and other standard end-user
          and technical documentation that Licensor ordinarily makes available
          with a Program, including amendments and revisions thereto.

     1.6  "Complete Copy" of a Program shall include (i) a master copy of the
          Program in object code form which substantially satisfies all
          functional specifications set forth in the Documentation, (ii) all
          Documentation and technical manuals for the Program in manuscript and
          mutually agreeable digital form and (iii) any other available
          documentation and information regarding the Program which HP
          reasonably requests to accomplish evaluation and use of the Program as
          contemplated herein.

     1.7  "HP Product" shall mean any HP hardware product as set forth in
          Exhibit B.

     1.8  "Per Copy Fee" shall mean the amount set forth in Exhibit B payable to
           ------------                                     ---------           
          Licensor by HP for the right to distribute and sublicense a copy of
          the Program and associated user Documentation as contemplated herein.

     1.9  "Lynx/HP Product Development Agreement" shall mean the Lynx/HP Product
          Development Agreement covering the LynxOS Kernel Porting effort and
          the tools porting effort for the GNU-based tools (C/C++, TotalDB (GDB)
          & DDD), TotalView and TimeScan.

     1.10 "Run Time Software" shall mean that portion of the Program that will
          ship with the HP Product. They can include the Core Lynx OS, TCP/IP,
          NFS Client, NFS Client/Server, Streams and Updates.

     1.11 Royalty Generating Unit means a HP Product, which contains the "Run
          Time Software" that is shipped for revenue by HP, its subsidiaries,
          divisions, affiliates or third party subcontractors.



     2.1  Delivery.  Licensor agrees to deliver to HP a Complete Copy of each
          Program listed in Exhibit A per the milestone schedule in the
          Lynx/HP Product Development Agreement or within ten (10) days after
          receipt of purchase order for any other software product supplied by

     2.2  Acceptance. For Lynx product offerings not covered under the Lynx/HP
          Product Development Agreement, HP shall have thirty (30) days from the
          date of receipt of a Complete Copy of the Program to evaluate the
          Program for substantial conformity with specifications, and either
          accept, return for rework, or reject the Program. HP shall be entitled
          to test and evaluate any Program by whatever means it deems
          appropriate consistent with Licensor's rights in the Program, and
          Licensor hereby grants to HP any licenses necessary for HP to perform
          its evaluation. If HP returns a Program for rework, Licensor agrees to
          correct the listed defects and resubmit the Program for re-evaluation
          under the same acceptance procedure. In the event HP rejects a
          Program, it shall give Licensor written notice of rejection stating
          the reasons for its unacceptability. No payment shall be payable to
          Licensor until the Program has been accepted by HP in writing or HP
          fails to reject the Program within such 30-day period at which time
          the Program will have been deemed accepted.

          For the Lynx custom LynxOS Kernel and Tools porting effort, acceptance
          will be governed by the Lynx/HP Product Development Agreement.


     3.1  License to the Run Time Software Code. Subject to the terms and
          conditions set forth herein, Licensor hereby grants to Hewlett
          Packard's LaserJet Solution's Group, its subsidiaries, divisions and
          affiliates, a non-exclusive, non-transferable, worldwide license to
          use, reproduce, display, and distribute the Run Time Software in
          object code format as bundled with the HP Product. Such bundling
          requirement shall not apply in case of Enhancements, Revisions or new
          Versions of the Run Time Software distributed to existing HP Run Time
          Software customers. Such license shall include the right of HP to
          sublicense distributors, resellers, and other third parties (including
          subcontractors) to achieve the foregoing. Subcontractors must have
          agreed in writing to be bound by all applicable terms and conditions
          of this Agreement, including in particular Sections 3, 6 , 9 and
          10.11. Distributors and resellers are subject to HP's end user

     3.2  License to the Development Systems and Tools Object Code. Subject to
          the terms and conditions set forth herein, Licensor hereby grants to
          Hewlett Packard's LaserJet Solution's Group, its subsidiaries,
          divisions and affiliates and third party subcontractors, a non-
          transferable and non-exclusive, license to use the Program in object
          code format as needed to develop the HP Product. The number of
          Licenses in use at any one time may not exceed the number of
          Development Systems and Tools licensed by HP pursuant to Exhibit B. In
          connection with such use, HP shall have the right to make a reasonable
          number of copies of the Program for normal back up and archival
          purposes. HP its subsidiaries, divisions and affiliates and third
          party subcontractors shall not modify, translate, reverse engineer,
          decompile, disassemble or copy (except for back-up copy of the
          Program) the Program.

     3.3  License to the Program Source Code. Subject to the terms and
          conditions set forth herein, Licensor hereby grants to Hewlett
          Packard's LaserJet Solution's Group a non-transferable and non-
          exclusive license to use the source code format (including all
          applicable documentation) of the Run Time Software for support,
          maintenance and update of the HP Product and associated


          software. HP shall have the right to make one (1) copy of the Program
          Source code in machine readable form, for backup purposes, provided
          that HP reproduces all proprietary notices on the copy; and physically
          transfers the Program Source Code from one computer to another,
          provided that the Program Source Code is used, [*], by [*] than [*]
          ([*]) users at a single site and is not used on more than one computer
          at a time. Hewlett Packard's LaserJet Solution's Group may use pre-
          approved third party subcontractors to achieve the foregoing. Approval
          of such third party subcontractors shall not be unreasonably withheld
          provided that such subcontractors shall have agreed in writing to be
          bound by all applicable terms and conditions of this Agreement,
          including in particular Sections 3, 6 and 9.

     3.4  Trademarks.  Neither party is granted any right or interest to the
          trademarks, marks or trade names (collectively, "Marks") of the other
          party. Neither party may use the other's Marks without the prior
          written consent of the other party. Notwithstanding the foregoing,
          Licensor agrees that HP may, in its discretion, use Licensor's name
          and the Program name in identification of the existence of the Program
          as bundled with the HP Product.

     3.5  Exemption. Exempted from this Agreement is any software program that
          has been copied or derived from GNU software developed by the Free
          Software Foundation, Inc. That Software falls under either the GNU
          General Public License or the GNU Library General Public License, as
          in the case of libg++. The Lynx user's documentation shows which
          software is copyrighted by the Free Software Foundation. HP has the
          right to obtain a machine-readable copy of the source code for the
          Lynx distributed GNU software at a price that covers the cost of

     3.6  Licensed Program. HP shall not be an owner of any copies of the
          licensed Program, but, rather, is licensed pursuant to this agreement
          to use such copies. HP acknowledges and agrees that, as between HP and
          Licensor, all right, title, and interest in the Program and any part
          thereof, including, without limitation, all rights to patent,
          copyright, trademark and trade secret rights and all other
          intellectual property rights therein and thereto, and all copies
          thereof, in whatever form, including any written documentation and all
          other material describing such Program, shall at all times remain
          solely with Licensor.

     3.7  Licensee Modification. Notwithstanding the forgoing, Licensee shall
          retain all right, title and interest in and to modifications to the
          Program made by Licensee pursuant to the license in Section 3 above,
          subject always to Licensor's ownership rights in the underlying


     4.1  Maintenance and Support.

          (a)  Licensor agrees to provide HP with ongoing maintenance and
               support for the Program and other software supplied under this
               Agreement as set forth in Exhibit C hereto. Licensor agrees to
               maintain such number of qualified personnel as is necessary to
               provide such timely and knowledgeable maintenance and support
               service. Annual minimum support fee requirements are defined in
               Exhibit B.

          (b)  Notwithstanding any termination of this Agreement, Licensor
               agrees to maintain and support the Program distributed by HP for
               at least [*] ([*]) years after such Program is included in a HP
               Product for distribution hereunder, provided that HP maintains an
               annual support dollar minimum of $[*] or enters into a [*]

     4.2  Technical Assistance and Training.  Licensor agrees to provide to HP
          such technical assistance and training to HP personnel as may be
          reasonably requested in order for HP to use, reproduce, bundle and
          distribute the Program as contemplated herein, as further set forth in
          Exhibit D.


     4.3  Functionality Enhancements. It is expected that the Licensor shall
          through the duration of this agreement continually enhance the
          Program's functionality (enhancements, revisions and versions) to
          remain among the leaders in their given field of technology as part of
          their normal course of business. Licensor will conduct quarterly
          meetings with HP to review their technology roadmap and delivery dates
          for such roadmap. At these meetings, HP will be able to provide input
          on the Licensor's technology roadmap. Licensor shall consider making
          commercially reasonable efforts in meeting the technology needs of HP
          for which HP has substantial dependency. HP and Licensor shall
          mutually agree on acceptance testing for any and each new program
          functionality. HP may, however, from time to time request significant
          functionality enhancements to the Program which are outside of the
          Licensor's technology roadmap or the roadmap's time frames. Licensor
          agrees to develop these enhancements if both parties agree to the
          enhancement proposal, which may provide for additional NRE payments by
          HP to Licensor. [*] Prior to commencing work, Licensor will provide HP
          with a written estimate of the total fee for the proposed enhancement
          and the final fee shall not exceed the estimate by more than fifteen
          percent (15%) unless mutually agreed to by HP and Licensor.


             5.1  Royalty.  In consideration for the rights and licenses granted
          to HP under this Agreement, HP agrees to pay Licensor a Per Copy Fee
          royalty for each copy of the Run Time Software that HP distributes as
          bundled with the HP Product (net after returns), in the amount set
          forth in Exhibit B. Enhancements to the Run Time Software's
          functionality (enhancements, revisions and versions) are [*] as set
          forth in Exhibit B. Such royalty will [*] the right to [*] appropriate
          Documentation. [*]. The "Run Time Update Right" fee detailed in
          Exhibit B gives HP the right to update existing Run Time Software
          customers with the latest Revision or new Version of the Run Time
          Software. [*]. Other fees for LynxOS Development System Licenses and
          LynxOS Source Code Licenses including annual maintenance and support
          are also detailed in Exhibit B.

     5.2  Payment.  A Per Copy Fees will accrue on the date that a Royalty
          Generating Unit is shipped or in the case of a Revision or new Version
          of the Run Time Software shipped to existing customers, when that
          distribution occurs. All accrued Per Copy Fees will be paid by HP to
          Licensor within thirty five (35) days after the end of each HP fiscal
          quarter, which ends on the last day of each January, April, July and
          October. Payments will be accompanied by a report stating the number
          of copies of the Run Time Software, Revision or new Version
          distributed in the relevant quarter, and the calculation for the
          royalty payment. All other Fees will be paid to Licensor within forty
          (40) days after receipt of invoice. All such invoices shall reference
          a valid purchase order number issued by HP.

     5.3  Audit.  Upon fifteen (15) days prior written notice to HP, Licensor
          may, at its own expense, appoint a nationally recognized independent
          auditor, to whom HP has no reasonable objection, to audit and examine
          such records at HP's offices during normal business hours, solely for
          the purpose of confirming the accuracy of royalty payments hereunder.
          Such auditor shall be subject to an appropriate non-disclosure
          agreement executed prior to any such audit. Such audit may be made no
          more often than once every twelve calendar month period. Should an
          audit discover any errors or omissions by HP amounting to more than 5%
          of the amount due during any given period audited, HP shall reimburse
          Licensor for the cost of the audit.



     5.4  [*]. Licensor warrants that the amounts payable hereunder by HP are
          [*] than [*] of licenses for those versions of the Run Time Software
          for shipment in [*].
     5.5  Taxes.  Licensor shall be solely responsible for taxes on amounts paid
          to Licensor by HP under this Agreement, including all state and local
          use, sales, property (ad valorem) and similar taxes, provided that HP
          provides Licensor with an appropriate reseller certificate.


     6.1  General Warranty.  Licensor warrants that it owns or has licensed all
          rights to each Program and accompanying Documentation, including all
          portions thereof (except as described in section 3.5), and that such
          interests are free of any and all restrictions, settlements, judgments
          or adverse claims. Licensor warrants it has full power and authority
          to grant HP the rights granted herein including the right to use,
          reproduce and distribute each Program and appropriate Documentation
          worldwide and to authorize third parties to do the same.

     6.2  Program Warranty.  Licensor warrants that each Program will operate in
          accordance with and substantially conform to the specifications set
          forth in the Product Description and Specifications as set out in
          Exhibit A of the Lynx/HP Product Development Agreement or as
          subsequently modified by mutual agreement of the parties. In the event
          of a non-compliance, HP's remedy is to have the issue resolved under
          the "Maintenance and Support" of Exhibit C.

     6.3  Date Processing Compliant. Licensor warrants that the Lynx OS Run Time
          Software is date processing compliant for issues arising within the
          term of this agreement (i.e. Year 2000). Date processing compliant
          programs will perform without error, loss of data or loss of
          functionality arising from any failure to process, calculate, compare
          or sequence date data accurately. In addition, date processing
          compliant products will not cause any associated products or systems
          in which they may be used to fail in any of described above. A
          specific year 2000 Compliance Warranty will remain in effect through
          December 31, 2000, notwithstanding any other warranty period specified
          in this Agreement. In the event of a non-compliance, HP's remedy is to
          have the issue resolved under the "Maintenance and Support" of Exhibit

     6.4   [*]    Should any claim or breach arise under 6.1, 6.5 or 6.6, HP
          shall have the [*] to [*] of any [*] under this Agreement. HP agrees
          to place the same in [*] or [*]
     6.5  No Infringement.  Licensor warrants that the Program, Documentation,
          trademarks, copyrights and trade names related to the Program do not
          violate or infringe any patent, copyright, trade secret or other
          proprietary right of any third party and that Licensor is not aware of
          any facts upon which such a claim for infringement could be based.

     6.6  Infringement Indemnity. Licensor will indemnify, hold harmless and
          defend any claim, suit, or proceeding brought against HP or its
          customers insofar as it is based on a claim that the Program or
          Documentation, or any part thereof, furnished by Licensor under this
          Agreement constitutes an infringement of any third party's patent,
          copyright, trademark, trade name, or unauthorized trade secret use;
          provided that Licensor is notified promptly in writing of such claim,
          and given authority, information and assistance (at Licensor's
          expense) to handle the defense and/or settlement of any such claim,
          suit or proceeding. Licensor agrees to pay all damages and costs
          awarded therein against HP and its customers.

          In case any Program or Documentation or any part thereof in such suit
          is held to constitute an infringement and its use is enjoined,
          Licensor shall, at its own expense and at its option, either procure
          for HP and its customers the right to continue use or, if applicable,
          replace the same with a non-infringing program and documentation of
          equivalent function and performance, or modify them so they become
          non-infringing without detracting from function or performance.

          Notwithstanding the foregoing, Licensor shall have no responsibility
          for claims arising from (i) modifications of the Program made by HP if
          such claim would not have arisen but for such



          modifications, or (ii) combination or use of the Program with HP
          Products if such claim would not have arisen but for such combination
          or use.



     7.1  Term. Unless otherwise terminated earlier under this Section 7, this
          Agreement shall commence as of the date first set forth above, and
          shall continue for a period of five (5) years after such date. This
          Agreement will renew automatically for additional one (1) year periods
          unless written notice is given by one party to the other as to its
          intention not to renew this Agreement at least thirty (30) days prior
          to the end of the initial or any subsequent term.

     7.2  Termination for Breach.  Either party may terminate this Agreement by
          written notice to the other party if the other party breaches any
          material provision of this Agreement and such breach is not cured
          within sixty (60) days after written notice thereof is received by the
          breaching party. This Agreement is predicated on "HP-Lynx Product
          Development Agreement" being successfully completed. Failure to
          complete the "HP-Lynx Product Development Agreement" shall be
          considered breach and grounds to terminate this SOFTWARE LICENSE
          AGREEMENT. Failure to comply with support obligations under this
          Agreement will be considered breach and grounds to terminate this
          Software License Agreement.

     7.3  Effect of Termination.  Notwithstanding any termination of this
          Agreement, all licenses granted to end users prior to the date of
          termination for use of the Run Time Software shall survive. In the
          event that this Agreement is terminated by HP due to breach by
          Licensor, the licenses granted to HP under Section 3 shall survive so
          long as HP continues to pay Licensor the applicable Per Copy Fees
          under Section 5.

     7.4  Survival.  Notwithstanding any termination of this Agreement, the
          following provisions of this Agreement shall survive for the relevant
          period of time set forth therein, if any: Sections 3.5, 3.6 (Rights
          Granted and Restrictions), 4.1 (Support), 5.1, 5.2, 5.3 (Payment), 6
          (Warranty and Indemnification), 8 (Limited Liability), 9 (Confidential
          Information) and 10 (Other Provisions).





     9.1  The Program. All Programs in object code form and related
          Documentation provided to HP hereunder are deemed non-confidential,
          and HP is not under any obligation to Licensor to restrict access to
          or use of such Programs in object code form or related Documentation,
          provided HP otherwise complies with the terms of this Agreement.

     9.2  Confidential Information. During the term of this Agreement, either
          party may receive or have access to technical information, as well as
          information about product plans and strategies, promotions, customers
          and related non-technical business information which the disclosing
          party considers to be confidential ("confidential information"). In
          the event such information is disclosed, the parties shall first agree
          to disclose and receive such information in confidence. If then
          disclosed, the information shall (i) be marked as confidential at the
          time of disclosure, or (ii) if disclosed orally but stated to be
          confidential, be designated as confidential in a writing by the
          disclosing party summarizing the confidential information disclosed
          and sent to the receiving party within a reasonable period of time
          after such oral disclosure. Notwithstanding any provision to the
          contrary, all source code provided by either party to the other, and
          all business information with respect to any unpublished or future
          Licensor or HP products, are deemed confidential information for the
          purposes of this Section 9.

     9.3  Nondisclosure. Confidential information may be used by the receiving
          party only with respect to performance of its obligations under this
          Agreement, and only by those employees of the receiving party who have
          a need to know such information for purposes related to this
          Agreement. The receiving party shall protect the Confidential
          Information of the disclosing party by using the same degree of care
          (but not less than a reasonable degree of care) to prevent the
          unauthorized use, dissemination or publication of such Confidential
          Information, as the receiving party uses to protect its own
          confidential information of like nature. The receiving party's
          obligation under this Section 9 shall be for a period of three (3)
          years after the date of disclosure except for either parties' source
          code which shall be held confidential in perpetuity. The foregoing
          obligation shall not apply to any information which is: (i) already
          known by the receiving party prior to disclosure; (ii) publicly
          available through no fault of the receiving party; (iii) rightfully
          received from a third party without a duty of confidentiality; (iv)
          disclosed by the disclosing party to a third party without a duty of
          confidentiality on such third party; (v) independently developed by
          the receiving party prior to or independent of the disclosure; (vi)
          disclosed under operation of law; or (vii) disclosed by the receiving
          party with the disclosing party's prior written approval.

     9.4  Notification. Each party agrees to notify the other promptly on the
          event of any breach of security under conditions in which it would
          appear that any confidential information was prejudiced or exposed to
          loss. Each party shall, upon request of the other, take all other
          reasonable steps necessary to recover any compromised confidential
          information disclosed to or placed in the possession of each party by
          virtue of this Agreement. Each party shall individually bear the cost
          of taking any such steps.

     9.5  Remedies. Each party acknowledges that any breach of any of its
          obligations under this section 9 is likely to cause or threaten
          irreparable harm to the other, and accordingly, agree that in such
          event, the aggrieved party shall be entitled to equitable relief to
          protect its interest therein, which will be limited to preliminary and
          permanent injunctive relief for both HP and Licensor but will not
          limit the aggrieved party from seeking expanded remedies from other
          unrelated third parties.


     10.1  Publicity.  Each party agrees not to publicize or disclose the
          existence or terms of this Agreement to any third party (except as
          allowed in this agreement in section 3) without the prior written


            consent of the other except as required by law. In particular, no
            press releases shall be made without the mutual written consent of
            each party.

     10.2   Independent Contractors.  The relationship of the parties under this
            Agreement is that of independent contractors, and neither party is
            an employee, agent, partner or joint venturer of the other.

     10.3   Relationship Managers.  Each party designates the person(s) set 
            forth in Exhibit E as the primary contact(s) of each party with 
            respect to this Agreement, which person(s) may be redesignated by a
            party by notice to the other.

     10.4   Dispute Resolution.  In the event of disagreement with respect to 
            any aspect of this Agreement, the parties agree to discuss in good-
            faith to reach an amicable resolution, and to escalate such
            resolution process to the appropriate members of their respective
            management organization who have the power and authority to achieve
            a successful resolution.

     10.5   Notice.  Unless otherwise stated, all notices required under this
            Agreement shall be in writing and shall be considered given upon
            personal delivery of the written notice or within forty eight (48)
            hours after deposit in the U.S. Mail, certified or registered, and
            addressed to the appropriate relationship manager as set forth in
            Exhibit E.

     10.6   No Assignment.  Neither party may assign or transfer any of the
            rights or responsibilities set forth herein, or change its control
            of ownership, without the express written consent of the other party
            (which consent shall not be unreasonably withheld or delayed) and
            any purported attempt to do so shall be deemed void.

     10.7   Governing Law.  This Agreement is made under and shall be construed
            in accordance with the law of the State of California, without
            reference to conflict of laws principles. Any claim or suit with
            respect to this Agreement shall be brought in the jurisdiction in
            which the non-complaining party resides.

     10.8   Severability.  The terms of this Agreement shall be applicable
            severally to each Program, if more than one, and any dispute
            affecting either party's rights or obligations as to one or more
            Program(s) shall not affect the rights granted hereunder as to any
            other Program. If any provision of this Agreement is held to be
            invalid or unenforceable by a court of competent jurisdiction, then
            the remaining provisions will nevertheless remain in full force and
            effect, and the parties will negotiate in good-faith a substitute,
            valid and enforceable provision which most nearly effects the
            parties' intent in entering into this Agreement.

     10.9   Headings.  The captions and headings used in this Agreement are for
            convenience in reference only, and are not to be construed in any
            way as terms or be used to interpret the provisions of this

     10.10  No Distribution Obligation.  Except as expressly provided herein, HP
            may in its sole discretion decide to distribute or not distribute
            the Program as it deems appropriate. Nothing in this Agreement shall
            be construed or interpreted as placing a "best efforts" standard
            upon HP with respect to the use and distribution of the Program, or
            placing any minimum obligation to pay Per Copy Fees.

     10.11  Non-Restrictive Relationship.  Nothing in this Agreement shall be
            construed to preclude HP from independently developing, acquiring
            from other third parties, distributing or marketing software
            programs or other products which may perform the same or similar
            functions as the Programs provided under this Agreement. Except that
            HP itself or other third parties they contract with to provide the
            same or similar functions may not reverse engineer, decompile,
            disassemble or use the Source Code provided under this Agreement to
            develop such products or programs.

     10.12  Modifications.  This Agreement may be modified only by a writing
            signed by an authorized representative of each party.


     10.13  Waiver.  Neither party's failure to exercise any of its rights
            hereunder shall constitute or be deemed a waiver or forfeiture of
            any such rights.

     10.14  Force Majeure.  Nonperformance of either party will be excused to
            the extent that performance is rendered impossible by strike, fire,
            flood, governmental acts or orders or restrictions or other similar
            reason where failure to perform is beyond the control and not caused
            by the negligence of the non-performing party, provided that the 
            non-performing party gives prompt notice of such conditions to the
            other party and makes all reasonable efforts to perform.

     10.15  Export Control.  Each party agrees to comply with all applicable
            United States laws and regulations which may govern the export of
            Program abroad, including the Export Administration Act of 1979, as
            amended, any successor legislation, and the Export Administration
            Regulations issued by the Department of Commerce.

     10.16  Entire Agreement.  This document represents the entire agreement
            between the parties as to the matters set forth herein and
            supersedes all prior discussions, representations or understandings
            between them.

     10.17  Exhibits.  Each of the following Exhibits referred to in this
            Agreement is incorporated in full in this Agreement wherever
            reference to it is made:

            EXHIBIT B   FEES

     10.18  Counterparts.  This Agreement may be executed in counterparts, each
            of which shall be deemed
            an original.



By: /s/ Bruce Schrepple                      By: /s/ Inder M. Singh

Print Name: BRUCE SCHREPPLE                  Print Name: INDER M. SINGH

Title: CBLU Controller                       Title: CEO


                                   EXHIBIT A
- By reference the specifications detailed in the HP/Lynx Product Development
  Agreement Exhibit A are included in this Exhibit A.
            ---------                      --------- 

- Provide a LynxOS 3.0.0* functionally equivalent product that supports
  the [*] or any [*] family member that Lynx supports#.

- Provide a LynxOS 3.0.0*functionally equivalent product that supports
  the Intel X86*.

- Support HP-UX version 10.20* as a host for LynxOS 3.0.0* cross development
  targeting the [*] or any [*] family member that Lynx supports#.

- Port the LynxOS SunoS 4.1.x*/5.x* Cross Development Kit (CDK) to HP-UX
  10.20*. The capabilities, features, utilities, and operation on the
  HP/UX should be similar to the SunOS CDK.

- Provide a LynxOS native CDK (Total View and Time Scan) for Intel X86* target

* It is expected that the Licensor shall through the duration of this agreement
  continually enhance the Program's functionality (enhancements, revisions and
  versions) to remain among the leaders in their given field of technology as
  part of their normal course of business and that the improved functionality is
  covered under this Software License Agreement.

# This includes any [*] compliant CPU or CPU core that conforms to the [*]
instruction set architecture. CPU specific differences (i.e. caches, TLB, MMU,
etc.) within a [*] processor family may impact the CPU support portion of the
LynxOS source and/or BSP. If HP selects a [*] CPU not currently supported by
Lynx, HP has the option to perform the porting efforts itself or mutually agree
with Licensor on a business arrangement for the development work to support the

[*] = Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.


1)   Products (object and source code)

Source     Binary    Operating System Components
X          X         LynxOS 3.0.0 and follow-on OSs.                          
X          X         LynxOS 3.0.M integrated into Lynx MAIN product release.  
X          X         LynxOS supporting [*] processors supported by Lynx      
X          X         Core LynxOS 3.0.0:
                     .  Kernel binaries/libraries
                     .  Applications RT-libraries
                     .  Shared Objects
                     .  POSIX 1003.1 - Operating System Definition API
                     .  POSIX 1003.1b - Real-Time extensions API
                     .  POSIX 1003.1c - Threads extensions (1003.4a Draft 4) API
                     .  UNIX Multi-process model
                     .  Multi-threaded support
                     .  Deterministic Task Response
                     .  Pre-emptible kernel
                     .  Virtual memory addressing (HW MMU support)
                     .  Demand-Paged Virtual Memory
                     .  Real-Time scheduling
                     .  Kernel and application threads
                     .  Uniform global priorites
                     .  Priority Inheritance
                     .  Real-Time I/O
                     .  Dynamically loadable device drivers. LynxOS drivers
                        model System V device drivers with standard entry points
                        (open, close, write, ioctl, ioinset, install, uninstall)
                     .  UNIX-like hierarchical file system
                     .  Advanced Interrupt Handling Technology
                     .  Server message block (SMB) support for seamless
                        connectivity to the Windows world.
                     .  Remote Procedure Call (RPC)
                     .  ELF Object Format
                     .  User Mode applications will have access to 64-bit data.
                        Libraries will not be changed to pass or manipulate 
                        long-long data types. Support will include the ability
                        for gdb to view and modify the long-long data type.
                        Additional functionality will be added to libc to print
                        long-long data via stdio.
                     .  SVR4-Style (no dlopen and friends) libraries and
                        capabilities as in LynxOS 3.0.0.
X         X          TCP/IP stack conforming to BSD 4.4 Lite release with both
                     Client and Server support, including: telent, ftp, tftp,
                     ppp, cslip, slip.
X         X          NFS Client
X         X          NFS Client / Server
X         X          System V release 3.2 STREAMS support and conforming TLI
                     library support and access to TCP-IP stack using the TLI

[*] = Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.


Source    Binary     Development Tool Components
X         X          LynxOS 3.0.M Porting Kit for [*] & other
                     [*] processors supported Lynx.
X         X          HP-UX Cross Development Kit (binary) targeting the 
                     [*] & other [*] processors supported Lynx.
X         X          Cygnus 97R1 GNU tool chain with Total/db and SKDB
                     executable on an HP-UX 10.20 host.
          X          TotalView for [*] on HP-UX 10.20 host.
          X          TimeScan for [*] on HP-UX 10.20 host.

[*] = Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.


                                   EXHIBIT B

Lynx Run-Time License  Royalty Cost

                          Lynx Run Time Royalty Table

                                  Per Unit Price         @ [*]
Core Lynx OS
  *      [*]                                $[*]                      $[*]
  #      [*]                                $[*]                      $[*]
  *      [*]                                $[*]                      $[*]
  #      [*]                                $[*]                      $[*]
NFS Client 
  *      [*]                                $[*]                      $[*]
  #      [*]                                $[*]                      $[*]
NFS Client/Server 
         [*]                                $[*]                      $[*]
  #      [*]                                $[*]                      $[*]

 *       [*]                                $[*]                      $[*]
  #      [*]                                $[*]                      $[*]
Run time Update Right & *       [*]                                $[*]                      $[*]
  #      [*]                                $[*]                      $[*]
* [*] is defined as any model [*] laser jet printer product that is developed
and deployed by HP LSG - Boise, at this PPM or greater.

# [*] is defined as any model color laser jet printer product that is developed
and deployed by HP LSG - Boise.
@ [*] means that once the [*] volume times the per [*] equals the [*] equals the
  in each HP fiscal quarter that [*] royalty payments are required during that
  HP fiscal quarter.

  HP has the option to use it's own solution and [*] fees, as long as the HP
solution does not include any Lynx intellectual property.

& The "Run Time Update Right" gives HP the right to update existing Run Time
Software customers with the latest Revision or new Version of the Run Time
Software. HP has the option to employ the "Run Time Update Right" by paying this
additional amount on each HP product as it ships them or they may choose not to
pay for the  "Run Time Update Right" at time of shipment but can still update
any portion of the installed base in the future by paying an additional Core
Lynx OS fee at the time of update for each individual update.

Lynx Open Development Environment Cost

The price for the LynxOS Open Development Environment which includes the listed
LynxOS feature set and associated GNU-based Cross Development Environment is as



                   LynxOS Development System License Pricing

Annual Quantity          [*] to [*]         [*] to [*]        [*] to [*]         [*] to [*]        [*] to [*]       [*] to [*]
Open Dev Env             $[*]                 $[*]              $[*]               $[*]              $[*]              $[*]
Annual Support           $[*]                 $[*]              $[*]               $[*]              $[*]              $[*]

HP LSG Boise anticipates a requirement for [*] Lynx Open Development Seats (ODEC) in support of both the applications porting efforts and custom board support porting efforts. Hewlett Packard - Boise will purchase a minimum of [*] ODEC's prior to [*] using the [*] to [*] price schedule as depicted above. After [*] HP LSG Boise will purchase at a minimum, another [*] ODEC's within the next [*] month period ([*] to [*]) using the [*] to [*] price schedule as depicted above, and although anticipates maintaining [*] ODEC licenses at a minimum for the length of the contract term, pricing will be based on the actual maximum numbers of seats per year. Lynx will allow Hewlett Packard - Boise to pro-rate all Lynx product maintenance so these product maintenance periods may coincide with Hewlett Packard's fiscal year calendar. HP can convert the Intel X86 licenses to [*] at their [*]. [*] licenses are formatter target independent. Lynx Operating System Source Code --------------------------------- Lynx Real-Time Systems will make available completely buildable source code versions of its product offering. Below is a list of the available source code software products and their associated costs. LynxOS Source Code License Pricing --------------------------------------------------------------- Source Code Annual Support --------------------------------------------------------------- LynxOS v3.0 $[*] $[*] --------------------------------------------------------------- TCP/IP $[*] $[*] --------------------------------------------------------------- STREAMS $[*] $[*] --------------------------------------------------------------- NFS Client/Server $[*] $[*] --------------------------------------------------------------- GNU Toolchain [*] [*] --------------------------------------------------------------- Annual support includes updates to the latest version of the source code that HP is currently developing under. The LynxOS Operating System Source code includes the source for the selected target processor, test suites and both electronic and hard copy versions of LynxOS documentation. HP LSG Boise will acquire the LynxOS v3.0 source code upon start of this porting effort, 4/27/98. Lynx would initially deliver this source code for a selected processor they already support. At the Alpha delivery point of this effort, 9/27/98, Lynx will replace this initial source code delivery with the [*] specific source code product. Lynx Optional Development Tools Cost ------------------------------------ The price for the LynxOS optional development tools, TotalView and TimeScan, are as follows: LynxOS Optional Development Tools License Pricing [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 13 ------------------------------------------------------------------------------------------------------------------------------ Annual Quantity [*] to [*] [*] to [*] [*] to [*] [*] to [*] [*] to [*] [*] to [*] ------------------------------------------------------------------------------------------------------------------------------- TotalView $[*] $[*] $[*] $[*] $[*] $[*] -or- TimeScan ------------------------------------------------------------------------------------------------------------------------------- Annual Support $[*] $[*] $[*] $[*] $[*] $[*] -------------------------------------------------------------------------------------------------------------------------------
HP can convert the Intel X86 licenses to [*] at their [*] [*] licenses are formatter target independent. Lynx [*] Support [*] Assistance ---------------------------------------- At HP's option Lynx Real-Time Systems will provide a HP dedicated Lynx [*] at the Hewlett-Packard Boise site whose responsibilities at a minimum will consist of: . Support during Custom Board porting efforts . Support during applications porting efforts . Support on Lynx internals questions . Liaison between customer and factory Qualifications of the dedicated on-site Lynx support engineer will be mutually agreed to. In order for Lynx to provide this on-site assistance, Hewlett Packard would need to commit to a minimum of $[*] of support revenue annually to Lynx for a [*] period. The annual support revenue is calculated by totaling all sums paid by HP to Lynx for annual support of tools and source code during a HP fiscal year. Hewlett Packard will provide the necessary on-site facilities support for this individual including appropriate computing and telecommunication support. Maintenance/Support Minimum --------------------------- In order to keep in force the support and maintenance provided under Exhibit C, --------- HP must maintain an annual support dollar minimum of $[*]. As an option to this minimum, HP may enter into a long-term support agreement with Lynx. HP may also choose not to have Lynx support the programs. [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 14 Exhibit C Maintenance and Support ----------------------- 1.0 DEFINITIONS: The following terms are defined for the purpose of this Exhibit as follows: 1.1 Site: Site is the designated location of the HEWLETT PACKARD facility specified as the HP LSG Boise for which technical support will be provided pursuant to this Agreement. 1.2 Program: Program means Licensor's software products identified in Exhibit A, including all manuals and other related end user documentation provided by Licensor, and including all updates thereto delivered to HEWLETT PACKARD by Licensor. Some computer software and related materials included within the Program, called utilities, may be part of public domain software collection, and maybe included in the Program as a convenience to HEWLETT PACKARD at no charge. 1.3 Support Contact(s): Support Contact(s) are the designated person(s) at the Site who shall communicate with Licensor on any problems, questions, and/or issues related to the Program. Note: HP shall designate one primary and one secondary contact person for each site listed in section 1.1 for each selected target processor. All of HP's primary and secondary support contacts must attend Licensor's Application Programming and Device Driver training classes. 1.4 Error: An Error is a failure attributable to the Program or its documentation which causes the Program to deviate materially from the functional specifications of the Program. 1.5 Error Correction: An Error Correction is either a software modification, patch ,or addition that, when made or added to the Program, establishes material conformity of the Program to the functional specification. 1.6 Workaround: A Workaround is a procedure, routine, or suitable alternate solution that, when observed in the regular operation of the Program, allows the user to get around the problem or practical adverse effect on the Program of an error or nonconformity. The workaround may include alternate methods of implementation to achieve a similar but not identical solution. 1.7 Update: An Update is any modification or addition that, when made or added to the License Software, fixes bugs and may provide functionality enhancements. 1.8 Normal Working Hours: Normal Working Hours are the hours between 8:00 a.m. and 5:00 p.m., Pacific Time, on the days Monday through Friday, excluding the regularly scheduled Licensor holidays. 1.9 Closure Time: shall be defined as Licensor's final disposition of a Hewlett-Packard request regarding the software. 1.10 Relative Priority: Will be based on mutual agreement and shall be one of the following hierarchy: Low: Cosmetic, as in output field alignment, obvious typographical errors or poor grammar. 15 Medium: Failure of a minor feature or tool, or a feature doesn't work as documented but a workaround exists. High: A major feature or tool does not work as documented and no reasonable workaround exists. Failure of major features of product builds. Kernel crashes outside routine operation (eg. Debugging). Critical: Real data loss or corruption, or essential part of the system is unusable. 1.11 Acknowledgement: shall be defined as Licensor's (1) initial Acknowledgement of problem receipt and resource assignment and (2) acknowledgement that Licensor has been able to reproduce the problem. 2.0 SCOPE OF SERVICES During the term of this agreement, and in consideration of the support fees paid by HEWLETT PACKARD, Licensor shall provide the following services, in support of the Program during Normal Working Hours to the persons designated as HEWLETT PACKARD's Support Contact(s), (such support shall be called "Technical Support"): 2.1 Licensor X shall maintain a support center capable of receiving by telephone, e-mail, and/or fax, information and inquiries from HEWLETT PACKARD concerning the Program. 2.2 Licensor shall maintain a staff to provide the services set forth in this Agreement. 2.3 Licensor shall provide support to HP for the current and the two (2) prior Revisions of the program. It is expected that revisions are no more frequent than 9 to 12 months in between Revisions. Licensor shall also maintain earlier Revisions of the program, provided that HP does purchase a long-term support program for the earlier Revision. 2.4 Licensor shall use due diligence and commercially reasonable efforts to correct errors reported by Hewlett-Packard. Licensor's response to Hewlett-Packard's telephone or e-mail request shall be as follows: Priority Acknowledgement Time Closure Time for Solution/workaround Critical 1 Working Day [*] Calendar Days High 3 Working Days [*] Calendar Days Medium 5 Working Days Mutual agreed to Disposition. Low 20 Working Days Mutual agreed to Disposition. [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 16 Hewlett Packard shall provide (i) if possible a sample program separate from Hewlett Packard's Product(s), which, when executed in conjunction with the Program, clearly illustrates the problem with such Program, and (ii) a details description of the problem. Hewlett Packard shall prioritize any such problem submitted to Licensor for resolution in accordance with the hierarchy described above. Hewlett Packard shall supply any additional information reasonably requested by Licensor and Hewlett Packard shall make appropriate resources available to assist in the problem identification and resolution. Acknowledgement Time and Closure Time are measured from the date that Licensor receives notice of the error during normal business hours (exclusive of Licensor regular holidays) and Hewlett-Packard supplies pertinent configuration data and additional information reasonably necessary to duplicate the problem, until the correction is received by Hewlett-Packard. HP shall receive conformation of receipt of errors submitted by HP within 1 working day. Licensor shall communicate to HP the status of all unresolved errors on a weekly basis or other frequency as mutually agreed to. In the event that Licensor does not provide a solution/workaround to a "High" or "Critical" error problem within the Closure Time period, Licensor shall develop and present a plan to HP within five (5) calendar days to provide a solution as soon as reasonably practicable. If this plan is unacceptable to HP, HP may choose to escalate discussion of the problem with Hewlett-Packard's manager and Licensor CEO. After such discussion, Hewlett-Packard shall provide Licensor with a written summary of Hewlett-Packard's position and the results of the discussion, detailing the procedure, if any, for preparing and delivering the correction. Hewlett-Packard and Licensor can mutually agree to extend the Closure Time on a case-by-case basis. Licensor shall advise Hewlett-Packard of its response to, correction of, all errors identified in the Software and Documentation, and HP shall have the option to incorporate any corrections/workarounds as they become available as specified in section 2.6 of this Exhibit C. ---------- 2.5 Under this Agreement, it is Licensor's responsibility to provide assistance in the following areas: 2.4.1 Systems installation and configuration. 2.4.2 Command Syntax and Usage. 2.4.3 Advanced assistance with the use of Licensor facilities, system calls, driver facilities, and utilities at the application and interaction level. 2.4.4 Comprehension and use of the documentation for the Program. 2.4.5 General advice on the features, capabilities and use of the Program. 2.4.6 Problem Reporting 2.4.7 Problem Escalation 2.4.8 Patches for Error Corrections if appropriate 2.6 Licensor shall be responsible for using all reasonable diligence in reproducing and acknowledging verifiable and reproducible Errors when reported to Licensor by HEWLETT PACKARD's Support Contact(s) in accordance with Licensor's standard procedures, and shall provide HEWLETT PACKARD with any existing or known Error Correction and/or Workarounds as may be appropriate. 17 2.7 Licensor may, from time to time, issue new Updates of the Program to its supported customers. HEWLETT PACKARD acknowledges that implementation of Updates may require recompilation of files, and/or making other changes necessitated by Errors Correction and/or added functionality. Licensor shall provide HEWLETT PACKARD with ten copies of each new Update release of the program, without additional charge. Interim updates shall be provided electronically using Licensor's patch mechanism or be made available to HP via Licensor's ftp site. 2.8 Licensor will make available to HEWLETT PACKARD training at Boise facility according to the schedule of fees set forth in Exhibit D (Technical assistance and training). 2.9 Hewlett Packard may request Licensor to provide special support services or consulting services in addition to the standard support services described herein. However, Licensor is under no obligation to provide such special support or consulting services and any such special services shall be at Licensor's then standard time and material rates. 2.10 The following services are NOT provided under the terms of this Support Agreement: 2.10.1 Assistance with the theory of operation and/or the functioning of the internals. 2.10.2 Consultation Services. 2.10.3 Software not listed in Exhibit A. 18 EXHIBIT D TECHNICAL ASSISTANCE AND TRAINING 1.0 Licensor agrees to provide on-going technical assistance with respect to the Program, and training with respect to the use, reproduction and distribution of the Program as contemplated under this Agreement. 2.0 Standard Factory Training is offered in the form of the following workshops: . Real.Time Programming workshop . Device Driver development workshop . Advanced Device Driver workshop . LynxOS Internals workshop . On-Site Training (customized for your application requirement) These workshops are offered on a repeating scheduled basis in San Jose. All workshops are 5 days in length and are currently at $[*] per student. 3.0 On-Site training. Licensor shall, at HP's request and at a mutually agreeable time, conduct on-site training for HP on a basis at the prevailing rates in effect at the time of the scheduling of the training. HP shall be required to provide the hardware to be used for the training class. 3.1 On-site training at the customer site is currently at $[*] plus travel and expenses for a class of up to 10 students. Additional students beyond the original [*] may be added at a cost of $[*] per student with a maximum of [*] additional students. 3.2 Licensor and HP may mutually agree to customize a specific training plan and schedule for HP-LSG selecting appropriate topics from the standard training courses outlined in 2.0 above. 4.0 The prices for Licensor's Training Workshops and on-site courses are subject to change. HP shall be offered the prevailing current price for these Workshops and on-site courses at the time of the order. [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 19 EXHIBIT E NOTICE AND RELATIONSHIP MANAGERS HP: LICENSOR: Business Manager Business Manager ---------------- ---------------- Jim Cronk Bhupi Singh 208-396-2333 408-558-3118 Notices with respect to the administration of this Agreement shall be addressed to the Business Manager set forth above and cc: to HP's legal department @ ms 314 in Boise. 20
Was this helpful?

Response sent, thank you

Copied to clipboard