SOFTWARE LICENSE AGREEMENT\n Rev I\n\nTHIS SOFTWARE LICENSE AGREEMENT (this \"Agreement\") is made as of December 4,\n1998, by and between HEWLETT-PACKARD COMPANY, a Delaware corporation (\"HP\"), and\nLYNX REAL-TIME SYSTEMS INC., a California corporation (\"Licensor\").\n\n\n\n1. DEFINITIONS\n\n 1.1 \"Program\" shall mean Licensor's software programs including Operating\n ------- \n System, Tools and Source Code as listed and described in Exhibit A\n ---------\n hereto, including all Program Enhancements, Upgrades, Versions and\n localized versions thereto as further set forth below. Certain\n software tools called utilities, which may be part of a public domain\n software collection, are included in the Program as a convenience to\n Licensee at no charge.\n\n 1.2 \"Enhancements\" shall mean modifications or improvements such as error\n ------------ \n corrections or bug fixes with respect to the functionality or\n performance of the Program, which Licensor may provide for the\n Program.\n\n 1.3 \"Revision\" shall mean a version of the Program, which contains Program\n -------- \n Enhancements and is designated by Licensor by a number on the right of\n the decimal point (e.g. Version 1.X)\n\n 1.4 \"Version\" shall mean a version of the Program which contains\n ------- \n substantial and significant Enhancements, or other substantial change\n in functionality or performance as compared to the previous version\n (if any), and which is designated by Licensor by a number on the left\n of the decimal point (e.g. Version X.0).\n\n 1.5 \"Documentation\" shall mean such manuals and other standard end-user\n ------------- \n and technical documentation that Licensor ordinarily makes available\n with a Program, including amendments and revisions thereto.\n\n 1.6 \"Complete Copy\" of a Program shall include (i) a master copy of the\n ------------- \n Program in object code form which substantially satisfies all\n functional specifications set forth in the Documentation, (ii) all\n Documentation and technical manuals for the Program in manuscript and\n mutually agreeable digital form and (iii) any other available\n documentation and information regarding the Program which HP\n reasonably requests to accomplish evaluation and use of the Program as\n contemplated herein.\n\n 1.7 \"HP Product\" shall mean any HP hardware product as set forth in\n ---------- \n Exhibit B.\n --------- \n\n 1.8 \"Per Copy Fee\" shall mean the amount set forth in Exhibit B payable to\n ------------ --------- \n Licensor by HP for the right to distribute and sublicense a copy of\n the Program and associated user Documentation as contemplated herein.\n\n 1.9 \"Lynx\/HP Product Development Agreement\" shall mean the Lynx\/HP Product\n ------------------------------------- \n Development Agreement covering the LynxOS Kernel Porting effort and\n the tools porting effort for the GNU-based tools (C\/C++, TotalDB (GDB)\n & DDD), TotalView and TimeScan.\n\n 1.10 \"Run Time Software\" shall mean that portion of the Program that will\n ----------------- \n ship with the HP Product. They can include the Core Lynx OS, TCP\/IP,\n NFS Client, NFS Client\/Server, Streams and Updates.\n\n 1.11 Royalty Generating Unit means a HP Product, which contains the \"Run\n ----------------------- \n Time Software\" that is shipped for revenue by HP, its subsidiaries,\n divisions, affiliates or third party subcontractors.\n\n\nCERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH \nTHE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE \nOMITTED PORTIONS.\n\n\n\n \n2. DELIVERY AND ACCEPTANCE\n\n 2.1 Delivery. Licensor agrees to deliver to HP a Complete Copy of each\n -------- \n Program listed in Exhibit A per the milestone schedule in the\n ---------\n Lynx\/HP Product Development Agreement or within ten (10) days after\n receipt of purchase order for any other software product supplied by\n Lynx.\n\n 2.2 Acceptance. For Lynx product offerings not covered under the Lynx\/HP\n ----------\n Product Development Agreement, HP shall have thirty (30) days from the\n date of receipt of a Complete Copy of the Program to evaluate the\n Program for substantial conformity with specifications, and either\n accept, return for rework, or reject the Program. HP shall be entitled\n to test and evaluate any Program by whatever means it deems\n appropriate consistent with Licensor's rights in the Program, and\n Licensor hereby grants to HP any licenses necessary for HP to perform\n its evaluation. If HP returns a Program for rework, Licensor agrees to\n correct the listed defects and resubmit the Program for re-evaluation\n under the same acceptance procedure. In the event HP rejects a\n Program, it shall give Licensor written notice of rejection stating\n the reasons for its unacceptability. No payment shall be payable to\n Licensor until the Program has been accepted by HP in writing or HP\n fails to reject the Program within such 30-day period at which time\n the Program will have been deemed accepted.\n\n For the Lynx custom LynxOS Kernel and Tools porting effort, acceptance\n will be governed by the Lynx\/HP Product Development Agreement.\n\n\n\n3. RIGHTS GRANTED AND RESTRICTIONS\n\n 3.1 License to the Run Time Software Code. Subject to the terms and\n ------------------------------------- \n conditions set forth herein, Licensor hereby grants to Hewlett\n Packard's LaserJet Solution's Group, its subsidiaries, divisions and\n affiliates, a non-exclusive, non-transferable, worldwide license to\n use, reproduce, display, and distribute the Run Time Software in\n object code format as bundled with the HP Product. Such bundling\n requirement shall not apply in case of Enhancements, Revisions or new\n Versions of the Run Time Software distributed to existing HP Run Time\n Software customers. Such license shall include the right of HP to\n sublicense distributors, resellers, and other third parties (including\n subcontractors) to achieve the foregoing. Subcontractors must have\n agreed in writing to be bound by all applicable terms and conditions\n of this Agreement, including in particular Sections 3, 6 , 9 and\n 10.11. Distributors and resellers are subject to HP's end user\n agreement.\n\n 3.2 License to the Development Systems and Tools Object Code. Subject to\n -------------------------------------------------------- \n the terms and conditions set forth herein, Licensor hereby grants to\n Hewlett Packard's LaserJet Solution's Group, its subsidiaries,\n divisions and affiliates and third party subcontractors, a non-\n transferable and non-exclusive, license to use the Program in object\n code format as needed to develop the HP Product. The number of\n Licenses in use at any one time may not exceed the number of\n Development Systems and Tools licensed by HP pursuant to Exhibit B. In\n connection with such use, HP shall have the right to make a reasonable\n number of copies of the Program for normal back up and archival\n purposes. HP its subsidiaries, divisions and affiliates and third\n party subcontractors shall not modify, translate, reverse engineer,\n decompile, disassemble or copy (except for back-up copy of the\n Program) the Program.\n\n 3.3 License to the Program Source Code. Subject to the terms and\n ---------------------------------- \n conditions set forth herein, Licensor hereby grants to Hewlett\n Packard's LaserJet Solution's Group a non-transferable and non-\n exclusive license to use the source code format (including all\n applicable documentation) of the Run Time Software for support,\n maintenance and update of the HP Product and associated\n\n\n 1\n\n \n software. HP shall have the right to make one (1) copy of the Program\n Source code in machine readable form, for backup purposes, provided\n that HP reproduces all proprietary notices on the copy; and physically\n transfers the Program Source Code from one computer to another,\n provided that the Program Source Code is used, [*], by [*] than [*]\n ([*]) users at a single site and is not used on more than one computer\n at a time. Hewlett Packard's LaserJet Solution's Group may use pre-\n approved third party subcontractors to achieve the foregoing. Approval\n of such third party subcontractors shall not be unreasonably withheld\n provided that such subcontractors shall have agreed in writing to be\n bound by all applicable terms and conditions of this Agreement,\n including in particular Sections 3, 6 and 9.\n\n 3.4 Trademarks. Neither party is granted any right or interest to the\n ---------- \n trademarks, marks or trade names (collectively, \"Marks\") of the other\n party. Neither party may use the other's Marks without the prior\n written consent of the other party. Notwithstanding the foregoing,\n Licensor agrees that HP may, in its discretion, use Licensor's name\n and the Program name in identification of the existence of the Program\n as bundled with the HP Product.\n\n 3.5 Exemption. Exempted from this Agreement is any software program that\n ---------- \n has been copied or derived from GNU software developed by the Free\n Software Foundation, Inc. That Software falls under either the GNU\n General Public License or the GNU Library General Public License, as\n in the case of libg++. The Lynx user's documentation shows which\n software is copyrighted by the Free Software Foundation. HP has the\n right to obtain a machine-readable copy of the source code for the\n Lynx distributed GNU software at a price that covers the cost of\n handling.\n\n 3.6 Licensed Program. HP shall not be an owner of any copies of the\n ---------------- \n licensed Program, but, rather, is licensed pursuant to this agreement\n to use such copies. HP acknowledges and agrees that, as between HP and\n Licensor, all right, title, and interest in the Program and any part\n thereof, including, without limitation, all rights to patent,\n copyright, trademark and trade secret rights and all other\n intellectual property rights therein and thereto, and all copies\n thereof, in whatever form, including any written documentation and all\n other material describing such Program, shall at all times remain\n solely with Licensor.\n\n 3.7 Licensee Modification. Notwithstanding the forgoing, Licensee shall\n --------------------- \n retain all right, title and interest in and to modifications to the\n Program made by Licensee pursuant to the license in Section 3 above,\n subject always to Licensor's ownership rights in the underlying\n Program.\n\n\n4. PROGRAM MAINTENANCE AND SUPPORT\n\n 4.1 Maintenance and Support.\n ----------------------- \n\n (a) Licensor agrees to provide HP with ongoing maintenance and\n support for the Program and other software supplied under this\n Agreement as set forth in Exhibit C hereto. Licensor agrees to\n --------- \n maintain such number of qualified personnel as is necessary to\n provide such timely and knowledgeable maintenance and support\n service. Annual minimum support fee requirements are defined in\n Exhibit B.\n --------- \n\n (b) Notwithstanding any termination of this Agreement, Licensor\n agrees to maintain and support the Program distributed by HP for\n at least [*] ([*]) years after such Program is included in a HP\n Product for distribution hereunder, provided that HP maintains an\n annual support dollar minimum of $[*] or enters into a [*]\n agreement.\n\n 4.2 Technical Assistance and Training. Licensor agrees to provide to HP\n --------------------------------- \n such technical assistance and training to HP personnel as may be\n reasonably requested in order for HP to use, reproduce, bundle and\n distribute the Program as contemplated herein, as further set forth in\n Exhibit D.\n --------- \n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n \n 2\n\n\n 4.3 Functionality Enhancements. It is expected that the Licensor shall\n --------------------------\n through the duration of this agreement continually enhance the\n Program's functionality (enhancements, revisions and versions) to\n remain among the leaders in their given field of technology as part of\n their normal course of business. Licensor will conduct quarterly\n meetings with HP to review their technology roadmap and delivery dates\n for such roadmap. At these meetings, HP will be able to provide input\n on the Licensor's technology roadmap. Licensor shall consider making\n commercially reasonable efforts in meeting the technology needs of HP\n for which HP has substantial dependency. HP and Licensor shall\n mutually agree on acceptance testing for any and each new program\n functionality. HP may, however, from time to time request significant\n functionality enhancements to the Program which are outside of the\n Licensor's technology roadmap or the roadmap's time frames. Licensor\n agrees to develop these enhancements if both parties agree to the\n enhancement proposal, which may provide for additional NRE payments by\n HP to Licensor. [*] Prior to commencing work, Licensor will provide HP\n with a written estimate of the total fee for the proposed enhancement\n and the final fee shall not exceed the estimate by more than fifteen\n percent (15%) unless mutually agreed to by HP and Licensor.\n\n \n5. PAYMENT\n\n 5.1 Royalty. In consideration for the rights and licenses granted\n ------- \n to HP under this Agreement, HP agrees to pay Licensor a Per Copy Fee\n royalty for each copy of the Run Time Software that HP distributes as\n bundled with the HP Product (net after returns), in the amount set\n forth in Exhibit B. Enhancements to the Run Time Software's\n --------- \n functionality (enhancements, revisions and versions) are [*] as set\n forth in Exhibit B. Such royalty will [*] the right to [*] appropriate\n --------- \n Documentation. [*]. The \"Run Time Update Right\" fee detailed in\n Exhibit B gives HP the right to update existing Run Time Software\n --------- \n customers with the latest Revision or new Version of the Run Time\n Software. [*]. Other fees for LynxOS Development System Licenses and\n LynxOS Source Code Licenses including annual maintenance and support\n are also detailed in Exhibit B.\n ---------\n\n 5.2 Payment. A Per Copy Fees will accrue on the date that a Royalty\n ------- \n Generating Unit is shipped or in the case of a Revision or new Version\n of the Run Time Software shipped to existing customers, when that\n distribution occurs. All accrued Per Copy Fees will be paid by HP to\n Licensor within thirty five (35) days after the end of each HP fiscal\n quarter, which ends on the last day of each January, April, July and\n October. Payments will be accompanied by a report stating the number\n of copies of the Run Time Software, Revision or new Version\n distributed in the relevant quarter, and the calculation for the\n royalty payment. All other Fees will be paid to Licensor within forty\n (40) days after receipt of invoice. All such invoices shall reference\n a valid purchase order number issued by HP.\n\n 5.3 Audit. Upon fifteen (15) days prior written notice to HP, Licensor\n ----- \n may, at its own expense, appoint a nationally recognized independent\n auditor, to whom HP has no reasonable objection, to audit and examine\n such records at HP's offices during normal business hours, solely for\n the purpose of confirming the accuracy of royalty payments hereunder.\n Such auditor shall be subject to an appropriate non-disclosure\n agreement executed prior to any such audit. Such audit may be made no\n more often than once every twelve calendar month period. Should an\n audit discover any errors or omissions by HP amounting to more than 5%\n of the amount due during any given period audited, HP shall reimburse\n Licensor for the cost of the audit.\n\n \n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n 3\n\n\n 5.4 [*]. Licensor warrants that the amounts payable hereunder by HP are\n [*] than [*] of licenses for those versions of the Run Time Software\n for shipment in [*].\n \n 5.5 Taxes. Licensor shall be solely responsible for taxes on amounts paid\n ----- \n to Licensor by HP under this Agreement, including all state and local\n use, sales, property (ad valorem) and similar taxes, provided that HP\n provides Licensor with an appropriate reseller certificate.\n\n\n6. WARRANTY AND INDEMNIFICATION\n\n 6.1 General Warranty. Licensor warrants that it owns or has licensed all\n ---------------- \n rights to each Program and accompanying Documentation, including all\n portions thereof (except as described in section 3.5), and that such\n interests are free of any and all restrictions, settlements, judgments\n or adverse claims. Licensor warrants it has full power and authority\n to grant HP the rights granted herein including the right to use,\n reproduce and distribute each Program and appropriate Documentation\n worldwide and to authorize third parties to do the same.\n\n 6.2 Program Warranty. Licensor warrants that each Program will operate in\n ---------------- \n accordance with and substantially conform to the specifications set\n forth in the Product Description and Specifications as set out in\n Exhibit A of the Lynx\/HP Product Development Agreement or as\n --------- \n subsequently modified by mutual agreement of the parties. In the event\n of a non-compliance, HP's remedy is to have the issue resolved under\n the \"Maintenance and Support\" of Exhibit C.\n --------- \n\n 6.3 Date Processing Compliant. Licensor warrants that the Lynx OS Run Time\n ------------------------- \n Software is date processing compliant for issues arising within the\n term of this agreement (i.e. Year 2000). Date processing compliant\n programs will perform without error, loss of data or loss of\n functionality arising from any failure to process, calculate, compare\n or sequence date data accurately. In addition, date processing\n compliant products will not cause any associated products or systems\n in which they may be used to fail in any of described above. A\n specific year 2000 Compliance Warranty will remain in effect through\n December 31, 2000, notwithstanding any other warranty period specified\n in this Agreement. In the event of a non-compliance, HP's remedy is to\n have the issue resolved under the \"Maintenance and Support\" of Exhibit\n --------\n C.\n -\n\n 6.4 [*] Should any claim or breach arise under 6.1, 6.5 or 6.6, HP\n ------\n shall have the [*] to [*] of any [*] under this Agreement. HP agrees\n to place the same in [*] or [*]\n \n 6.5 No Infringement. Licensor warrants that the Program, Documentation,\n --------------- \n trademarks, copyrights and trade names related to the Program do not\n violate or infringe any patent, copyright, trade secret or other\n proprietary right of any third party and that Licensor is not aware of\n any facts upon which such a claim for infringement could be based.\n\n 6.6 Infringement Indemnity. Licensor will indemnify, hold harmless and\n ---------------------- \n defend any claim, suit, or proceeding brought against HP or its\n customers insofar as it is based on a claim that the Program or\n Documentation, or any part thereof, furnished by Licensor under this\n Agreement constitutes an infringement of any third party's patent,\n copyright, trademark, trade name, or unauthorized trade secret use;\n provided that Licensor is notified promptly in writing of such claim,\n and given authority, information and assistance (at Licensor's\n expense) to handle the defense and\/or settlement of any such claim,\n suit or proceeding. Licensor agrees to pay all damages and costs\n awarded therein against HP and its customers.\n\n In case any Program or Documentation or any part thereof in such suit\n is held to constitute an infringement and its use is enjoined,\n Licensor shall, at its own expense and at its option, either procure\n for HP and its customers the right to continue use or, if applicable,\n replace the same with a non-infringing program and documentation of\n equivalent function and performance, or modify them so they become\n non-infringing without detracting from function or performance.\n\n Notwithstanding the foregoing, Licensor shall have no responsibility\n for claims arising from (i) modifications of the Program made by HP if\n such claim would not have arisen but for such\n\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n 4\n\n \n modifications, or (ii) combination or use of the Program with HP\n Products if such claim would not have arisen but for such combination\n or use.\n\n\n 6.7 Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PROGRAM\n ------------------- \n IS PROVIDED \"AS IS\". LICENSOR MAKES NO OTHER WARRANTIES, EITHER\n EXPRESS OR IMPLIED, REGARDING THE PROGRAM, ITS MERCHANTABILITY OR ITS\n FITNESS FOR ANY PARTICULAR PURPOSE EXCEPT AS PROVIDED FOR IN THE\n SPECIFICATIONS IN EXHIBIT A. LICENSOR DOES NOT WARRANT THAT USE OF THE\n --------- \n PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE PROGRAM WILL\n OPERATE WITH THE COMBINATION OF HARDWARE AND SOFTWARE SELECTED BY HP.\n \n\n7. TERM AND TERMINATION\n\n 7.1 Term. Unless otherwise terminated earlier under this Section 7, this\n ----\n Agreement shall commence as of the date first set forth above, and\n shall continue for a period of five (5) years after such date. This\n Agreement will renew automatically for additional one (1) year periods\n unless written notice is given by one party to the other as to its\n intention not to renew this Agreement at least thirty (30) days prior\n to the end of the initial or any subsequent term.\n\n 7.2 Termination for Breach. Either party may terminate this Agreement by\n ---------------------- \n written notice to the other party if the other party breaches any\n material provision of this Agreement and such breach is not cured\n within sixty (60) days after written notice thereof is received by the\n breaching party. This Agreement is predicated on \"HP-Lynx Product\n Development Agreement\" being successfully completed. Failure to\n complete the \"HP-Lynx Product Development Agreement\" shall be\n considered breach and grounds to terminate this SOFTWARE LICENSE\n AGREEMENT. Failure to comply with support obligations under this\n Agreement will be considered breach and grounds to terminate this\n Software License Agreement.\n\n\n 7.3 Effect of Termination. Notwithstanding any termination of this\n --------------------- \n Agreement, all licenses granted to end users prior to the date of\n termination for use of the Run Time Software shall survive. In the\n event that this Agreement is terminated by HP due to breach by\n Licensor, the licenses granted to HP under Section 3 shall survive so\n long as HP continues to pay Licensor the applicable Per Copy Fees\n under Section 5.\n\n 7.4 Survival. Notwithstanding any termination of this Agreement, the\n -------- \n following provisions of this Agreement shall survive for the relevant\n period of time set forth therein, if any: Sections 3.5, 3.6 (Rights\n Granted and Restrictions), 4.1 (Support), 5.1, 5.2, 5.3 (Payment), 6\n (Warranty and Indemnification), 8 (Limited Liability), 9 (Confidential\n Information) and 10 (Other Provisions).\n\n8. LIMITED LIABILITY\n\n IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST\n PROFITS, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES ARISING FROM ANY\n CLAIM OR ACTION HEREUNDER, BASED ON CONTRACT, TORT OR OTHER LEGAL\n THEORY, AND WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE\n POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL EITHER PARTY BE LIABLE\n TO THE OTHER PARTY FOR DAMAGES FOR ANY CAUSE WHATSOEVER IN AN AMOUNT\n IN EXCESS OF THE AMOUNTS PAYABLE TO LICENSOR UNDER THIS AGREEMENT AND\n THE HP\/LYNX PRODUCT DEVELOPMENT AGREEMENT. THIS SECTION 8 REPRESENTS\n REASONABLE ALLOCATION OF RISK.\n\n \n\n \n9. CONFIDENTIAL INFORMATION\n\n 9.1 The Program. All Programs in object code form and related\n ----------- \n Documentation provided to HP hereunder are deemed non-confidential,\n and HP is not under any obligation to Licensor to restrict access to\n or use of such Programs in object code form or related Documentation,\n provided HP otherwise complies with the terms of this Agreement.\n\n 9.2 Confidential Information. During the term of this Agreement, either\n ------------------------\n party may receive or have access to technical information, as well as\n information about product plans and strategies, promotions, customers\n and related non-technical business information which the disclosing\n party considers to be confidential (\"confidential information\"). In\n the event such information is disclosed, the parties shall first agree\n to disclose and receive such information in confidence. If then\n disclosed, the information shall (i) be marked as confidential at the\n time of disclosure, or (ii) if disclosed orally but stated to be\n confidential, be designated as confidential in a writing by the\n disclosing party summarizing the confidential information disclosed\n and sent to the receiving party within a reasonable period of time\n after such oral disclosure. Notwithstanding any provision to the\n contrary, all source code provided by either party to the other, and\n all business information with respect to any unpublished or future\n Licensor or HP products, are deemed confidential information for the\n purposes of this Section 9.\n\n 9.3 Nondisclosure. Confidential information may be used by the receiving\n ------------- \n party only with respect to performance of its obligations under this\n Agreement, and only by those employees of the receiving party who have\n a need to know such information for purposes related to this\n Agreement. The receiving party shall protect the Confidential\n Information of the disclosing party by using the same degree of care\n (but not less than a reasonable degree of care) to prevent the\n unauthorized use, dissemination or publication of such Confidential\n Information, as the receiving party uses to protect its own\n confidential information of like nature. The receiving party's\n obligation under this Section 9 shall be for a period of three (3)\n years after the date of disclosure except for either parties' source\n code which shall be held confidential in perpetuity. The foregoing\n obligation shall not apply to any information which is: (i) already\n known by the receiving party prior to disclosure; (ii) publicly\n available through no fault of the receiving party; (iii) rightfully\n received from a third party without a duty of confidentiality; (iv)\n disclosed by the disclosing party to a third party without a duty of\n confidentiality on such third party; (v) independently developed by\n the receiving party prior to or independent of the disclosure; (vi)\n disclosed under operation of law; or (vii) disclosed by the receiving\n party with the disclosing party's prior written approval.\n\n\n 9.4 Notification. Each party agrees to notify the other promptly on the\n ------------ \n event of any breach of security under conditions in which it would\n appear that any confidential information was prejudiced or exposed to\n loss. Each party shall, upon request of the other, take all other\n reasonable steps necessary to recover any compromised confidential\n information disclosed to or placed in the possession of each party by\n virtue of this Agreement. Each party shall individually bear the cost\n of taking any such steps.\n\n\n 9.5 Remedies. Each party acknowledges that any breach of any of its\n -------- \n obligations under this section 9 is likely to cause or threaten\n irreparable harm to the other, and accordingly, agree that in such\n event, the aggrieved party shall be entitled to equitable relief to\n protect its interest therein, which will be limited to preliminary and\n permanent injunctive relief for both HP and Licensor but will not\n limit the aggrieved party from seeking expanded remedies from other\n unrelated third parties.\n\n\n10. OTHER PROVISIONS\n\n 10.1 Publicity. Each party agrees not to publicize or disclose the\n --------- \n existence or terms of this Agreement to any third party (except as\n allowed in this agreement in section 3) without the prior written\n\n 6\n\n \n consent of the other except as required by law. In particular, no\n press releases shall be made without the mutual written consent of\n each party.\n\n 10.2 Independent Contractors. The relationship of the parties under this\n ----------------------- \n Agreement is that of independent contractors, and neither party is\n an employee, agent, partner or joint venturer of the other.\n\n 10.3 Relationship Managers. Each party designates the person(s) set \n --------------------- \n forth in Exhibit E as the primary contact(s) of each party with \n --------- \n respect to this Agreement, which person(s) may be redesignated by a\n party by notice to the other.\n\n 10.4 Dispute Resolution. In the event of disagreement with respect to \n ------------------ \n any aspect of this Agreement, the parties agree to discuss in good-\n faith to reach an amicable resolution, and to escalate such\n resolution process to the appropriate members of their respective\n management organization who have the power and authority to achieve\n a successful resolution.\n\n 10.5 Notice. Unless otherwise stated, all notices required under this\n ------ \n Agreement shall be in writing and shall be considered given upon\n personal delivery of the written notice or within forty eight (48)\n hours after deposit in the U.S. Mail, certified or registered, and\n addressed to the appropriate relationship manager as set forth in\n Exhibit E.\n --------- \n\n 10.6 No Assignment. Neither party may assign or transfer any of the\n ------------- \n rights or responsibilities set forth herein, or change its control\n of ownership, without the express written consent of the other party\n (which consent shall not be unreasonably withheld or delayed) and\n any purported attempt to do so shall be deemed void.\n\n 10.7 Governing Law. This Agreement is made under and shall be construed\n ------------- \n in accordance with the law of the State of California, without\n reference to conflict of laws principles. Any claim or suit with\n respect to this Agreement shall be brought in the jurisdiction in\n which the non-complaining party resides.\n\n 10.8 Severability. The terms of this Agreement shall be applicable\n ------------ \n severally to each Program, if more than one, and any dispute\n affecting either party's rights or obligations as to one or more\n Program(s) shall not affect the rights granted hereunder as to any\n other Program. If any provision of this Agreement is held to be\n invalid or unenforceable by a court of competent jurisdiction, then\n the remaining provisions will nevertheless remain in full force and\n effect, and the parties will negotiate in good-faith a substitute,\n valid and enforceable provision which most nearly effects the\n parties' intent in entering into this Agreement.\n\n 10.9 Headings. The captions and headings used in this Agreement are for\n -------- \n convenience in reference only, and are not to be construed in any\n way as terms or be used to interpret the provisions of this\n Agreement.\n\n 10.10 No Distribution Obligation. Except as expressly provided herein, HP\n -------------------------- \n may in its sole discretion decide to distribute or not distribute\n the Program as it deems appropriate. Nothing in this Agreement shall\n be construed or interpreted as placing a \"best efforts\" standard\n upon HP with respect to the use and distribution of the Program, or\n placing any minimum obligation to pay Per Copy Fees.\n\n 10.11 Non-Restrictive Relationship. Nothing in this Agreement shall be\n ---------------------------- \n construed to preclude HP from independently developing, acquiring\n from other third parties, distributing or marketing software\n programs or other products which may perform the same or similar\n functions as the Programs provided under this Agreement. Except that\n HP itself or other third parties they contract with to provide the\n same or similar functions may not reverse engineer, decompile,\n disassemble or use the Source Code provided under this Agreement to\n develop such products or programs.\n\n 10.12 Modifications. This Agreement may be modified only by a writing\n ------------- \n signed by an authorized representative of each party.\n\n 7\n\n \n 10.13 Waiver. Neither party's failure to exercise any of its rights\n ------ \n hereunder shall constitute or be deemed a waiver or forfeiture of\n any such rights.\n\n 10.14 Force Majeure. Nonperformance of either party will be excused to\n ------------- \n the extent that performance is rendered impossible by strike, fire,\n flood, governmental acts or orders or restrictions or other similar\n reason where failure to perform is beyond the control and not caused\n by the negligence of the non-performing party, provided that the \n non-performing party gives prompt notice of such conditions to the\n other party and makes all reasonable efforts to perform.\n\n 10.15 Export Control. Each party agrees to comply with all applicable\n -------------- \n United States laws and regulations which may govern the export of\n Program abroad, including the Export Administration Act of 1979, as\n amended, any successor legislation, and the Export Administration\n Regulations issued by the Department of Commerce.\n\n 10.16 Entire Agreement. This document represents the entire agreement\n ---------------- \n between the parties as to the matters set forth herein and\n supersedes all prior discussions, representations or understandings\n between them.\n\n 10.17 Exhibits. Each of the following Exhibits referred to in this\n -------- \n Agreement is incorporated in full in this Agreement wherever\n reference to it is made:\n\n EXHIBIT A PROGRAM DESCRIPTION\n EXHIBIT B FEES\n EXHIBIT C MAINTENANCE AND SUPPORT\n EXHIBIT D TECHNICAL ASSISTANCE AND TRAINING\n EXHIBIT E RELATIONSHIP MANAGERS\n\n 10.18 Counterparts. This Agreement may be executed in counterparts, each\n ------------ \n of which shall be deemed\n an original.\n\n\nAgreed:\n\nHEWLETT-PACKARD COMPANY LYNX REAL-TIME SYSTEMS\n\n\n\nBy: \/s\/ Bruce Schrepple By: \/s\/ Inder M. Singh\n\nPrint Name: BRUCE SCHREPPLE Print Name: INDER M. SINGH\n\nTitle: CBLU Controller Title: CEO\n\n\n\n\n 8\n\n \n EXHIBIT A\n \n PROGRAM DESCRIPTION and SPECIFICATONS\n \n- By reference the specifications detailed in the HP\/Lynx Product Development\n Agreement Exhibit A are included in this Exhibit A.\n --------- --------- \n\n- Provide a LynxOS 3.0.0* functionally equivalent product that supports\n the [*] or any [*] family member that Lynx supports#.\n\n- Provide a LynxOS 3.0.0*functionally equivalent product that supports\n the Intel X86*.\n\n- Support HP-UX version 10.20* as a host for LynxOS 3.0.0* cross development\n targeting the [*] or any [*] family member that Lynx supports#.\n\n- Port the LynxOS SunoS 4.1.x*\/5.x* Cross Development Kit (CDK) to HP-UX\n 10.20*. The capabilities, features, utilities, and operation on the\n HP\/UX should be similar to the SunOS CDK.\n\n- Provide a LynxOS native CDK (Total View and Time Scan) for Intel X86* target\n development.\n\n* It is expected that the Licensor shall through the duration of this agreement\n continually enhance the Program's functionality (enhancements, revisions and\n versions) to remain among the leaders in their given field of technology as\n part of their normal course of business and that the improved functionality is\n covered under this Software License Agreement.\n\n# This includes any [*] compliant CPU or CPU core that conforms to the [*]\ninstruction set architecture. CPU specific differences (i.e. caches, TLB, MMU,\netc.) within a [*] processor family may impact the CPU support portion of the\nLynxOS source and\/or BSP. If HP selects a [*] CPU not currently supported by\nLynx, HP has the option to perform the porting efforts itself or mutually agree\nwith Licensor on a business arrangement for the development work to support the\nCPU.\n\n\n[*] = Certain information on this page has been omitted and filed separately\nwith the Securities and Exchange Commission. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n\n 9\n\n\n\n1) Products (object and source code)\n\nSource Binary Operating System Components\n--------------------------------------------------------------------------------\nX X LynxOS 3.0.0 and follow-on OSs. \n--------------------------------------------------------------------------------\nX X LynxOS 3.0.M integrated into Lynx MAIN product release. \n--------------------------------------------------------------------------------\nX X LynxOS supporting [*] processors supported by Lynx \n--------------------------------------------------------------------------------\nX X Core LynxOS 3.0.0:\n . Kernel binaries\/libraries\n . Applications RT-libraries\n . Shared Objects\n . POSIX 1003.1 - Operating System Definition API\n . POSIX 1003.1b - Real-Time extensions API\n . POSIX 1003.1c - Threads extensions (1003.4a Draft 4) API\n . UNIX Multi-process model\n . Multi-threaded support\n . Deterministic Task Response\n . Pre-emptible kernel\n . Virtual memory addressing (HW MMU support)\n . Demand-Paged Virtual Memory\n . Real-Time scheduling\n . Kernel and application threads\n . Uniform global priorites\n . Priority Inheritance\n . Real-Time I\/O\n . Dynamically loadable device drivers. LynxOS drivers\n model System V device drivers with standard entry points\n (open, close, write, ioctl, ioinset, install, uninstall)\n . UNIX-like hierarchical file system\n . Advanced Interrupt Handling Technology\n . Server message block (SMB) support for seamless\n connectivity to the Windows world.\n . Remote Procedure Call (RPC)\n . ELF Object Format\n . User Mode applications will have access to 64-bit data.\n Libraries will not be changed to pass or manipulate \n long-long data types. Support will include the ability\n for gdb to view and modify the long-long data type.\n Additional functionality will be added to libc to print\n long-long data via stdio.\n . SVR4-Style (no dlopen and friends) libraries and\n capabilities as in LynxOS 3.0.0.\n--------------------------------------------------------------------------------\nX X TCP\/IP stack conforming to BSD 4.4 Lite release with both\n Client and Server support, including: telent, ftp, tftp,\n ppp, cslip, slip.\n--------------------------------------------------------------------------------\nX X NFS Client\n--------------------------------------------------------------------------------\nX X NFS Client \/ Server\n--------------------------------------------------------------------------------\nX X System V release 3.2 STREAMS support and conforming TLI\n library support and access to TCP-IP stack using the TLI\n interface\n--------------------------------------------------------------------------------\n\n[*] = Certain information on this page has been omitted and filed separately\nwith the Securities and Exchange Commission. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n\n 10\n\n\n\n\n--------------------------------------------------------------------------------\nSource Binary Development Tool Components\n--------------------------------------------------------------------------------\nX X LynxOS 3.0.M Porting Kit for [*] & other\n [*] processors supported Lynx.\n--------------------------------------------------------------------------------\nX X HP-UX Cross Development Kit (binary) targeting the \n [*] & other [*] processors supported Lynx.\n--------------------------------------------------------------------------------\nX X Cygnus 97R1 GNU tool chain with Total\/db and SKDB\n executable on an HP-UX 10.20 host.\n--------------------------------------------------------------------------------\n X TotalView for [*] on HP-UX 10.20 host.\n--------------------------------------------------------------------------------\n X TimeScan for [*] on HP-UX 10.20 host.\n--------------------------------------------------------------------------------\n\n[*] = Certain information on this page has been omitted and filed separately\nwith the Securities and Exchange Commission. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n 11\n\n \n EXHIBIT B\n \n FEES\n\n\nLynx Run-Time License Royalty Cost\n------------------------------------\n\n\n Lynx Run Time Royalty Table\n\n------------------------------------------------------------------------------- \n Per Unit Price @ [*]\n-------------------------------------------------------------------------------\nCore Lynx OS\n * [*] $[*] $[*]\n # [*] $[*] $[*]\n--------------------------------------------------------------------------------\nTCP\/IP \n * [*] $[*] $[*]\n # [*] $[*] $[*]\n--------------------------------------------------------------------------------\nNFS Client \n * [*] $[*] $[*]\n # [*] $[*] $[*]\n--------------------------------------------------------------------------------\nNFS Client\/Server \n [*] $[*] $[*]\n # [*] $[*] $[*]\n--------------------------------------------------------------------------------\n\nSTREAMS\n * [*] $[*] $[*]\n # [*] $[*] $[*]\n--------------------------------------------------------------------------------\nRun time Update Right & * [*] $[*] $[*]\n # [*] $[*] $[*]\n--------------------------------------------------------------------------------\n \n* [*] is defined as any model [*] laser jet printer product that is developed\nand deployed by HP LSG - Boise, at this PPM or greater.\n\n# [*] is defined as any model color laser jet printer product that is developed\nand deployed by HP LSG - Boise.\n \n@ [*] means that once the [*] volume times the per [*] equals the [*] equals the\n in each HP fiscal quarter that [*] royalty payments are required during that\n HP fiscal quarter.\n\n HP has the option to use it's own solution and [*] fees, as long as the HP\nsolution does not include any Lynx intellectual property.\n\n& The \"Run Time Update Right\" gives HP the right to update existing Run Time\nSoftware customers with the latest Revision or new Version of the Run Time\nSoftware. HP has the option to employ the \"Run Time Update Right\" by paying this\nadditional amount on each HP product as it ships them or they may choose not to\npay for the \"Run Time Update Right\" at time of shipment but can still update\nany portion of the installed base in the future by paying an additional Core\nLynx OS fee at the time of update for each individual update.\n\nLynx Open Development Environment Cost\n--------------------------------------\n\nThe price for the LynxOS Open Development Environment which includes the listed\nLynxOS feature set and associated GNU-based Cross Development Environment is as\nfollows:\n\n\n[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH\nTHE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE\nOMITTED PORTIONS.\n\n 12\n\n\n LynxOS Development System License Pricing\n\n\n<\/pre>\n