\nA Palm Software
\nB Test Criteria
\nC 3Com Trademark Policy Guidelines
\nD Third Party Components
\nE Royalties and Fees
\nF 3Com Support Services
\nG Minimum Terms and Conditions of End User License
\n<\/c><\/s><\/caption>\n<\/table>\n 21
\n 22<\/p>\n
EXHIBIT A<\/p>\n
PALM SOFTWARE<\/p>\n
[*]<\/p>\n
* Confidential treatment has been requested for certain portions of this
\n document pursuant to an application for confidential treatment sent to the
\n Securities and Exchange Commission. Such portions are omitted from this filing
\n and filed separately with the Securities and Exchange Commission.<\/p>\n
22
\n 23
\n [*]<\/p>\n
* Confidential treatment has been requested for certain portions of this
\n document pursuant to an application for confidential treatment sent to the
\n Securities and Exchange Commission. Such portions are omitted from this filing
\n and filed separately with the Securities and Exchange Commission.<\/p>\n
23
\n 24<\/p>\n
EXHIBIT B<\/p>\n
TEST CRITERIA<\/p>\n
[*]<\/p>\n
* Confidential treatment has been requested for certain portions of this
\n document pursuant to an application for confidential treatment sent to the
\n Securities and Exchange Commission. Such portions are omitted from this filing
\n and filed separately with the Securities and Exchange Commission.<\/p>\n
24
\n 25<\/p>\n
EXHIBIT C<\/p>\n
3COM TRADEMARK POLICY GUIDELINES<\/p>\n
[to be attached]<\/p>\n
25
\n 26<\/p>\n
EXHIBIT D<\/p>\n
THIRD PARTY COMPONENTS<\/p>\n
[*] contained in the current [*] product and in 3Com’s first shipped [*]
\nproduct.<\/p>\n
* Confidential treatment has been requested for certain portions of this
\n document pursuant to an application for confidential treatment sent to the
\n Securities and Exchange Commission. Such portions are omitted from this filing
\n and filed separately with the Securities and Exchange Commission.<\/p>\n
26
\n 27<\/p>\n
EXHIBIT E<\/p>\n
ROYALTIES AND FEES<\/p>\n
[*]<\/p>\n
* Confidential treatment has been requested for certain portions of this
\n document pursuant to an application for confidential treatment sent to the
\n Securities and Exchange Commission. Such portions are omitted from this filing
\n and filed separately with the Securities and Exchange Commission.<\/p>\n
27
\n 28<\/p>\n
EXHIBIT F<\/p>\n
3COM SUPPORT SERVICES 1. Definitions.<\/p>\n
“Severity One” Support is defined as-support required to address a fatal program
\nerror in the Palm Software which has a critical business impact and precludes
\nsignificant useful work from being done or, significantly precludes developer
\nand\/or end-user operations.<\/p>\n
“Severity Two” Support is defined as support required to address a program error
\nin the Palm Software which has a significant business impact where important
\nfeatures are unavailable with no acceptable workaround and development
\noperations are seriously impaired.<\/p>\n
“Severity Three” Support is defined as support required to address a program
\nerror in the Palm Software with some business impact, such as important features
\nunavailable but a workaround is available or less significant features are
\nunavailable with no reasonable workaround.<\/p>\n
2. Support Response Times. The parties shall promptly agree in good faith to
\nshare any information and\/or documentation which may be required to permit 3Com
\nto identify and resolve any development support requests. The support response
\nperiod begins after 3Com (a) has enough information to profile the reported
\nerror and (b) can recreate the reported error or has access to a facility where
\nthe error can be recreated (“Start Date”). 3Com agrees to use commercially
\nreasonable efforts to recreate the reported error and respond based on the
\nfollowing timetable:<\/p>\n
“Severity One” Support. 3Com shall use reasonable commercial efforts to
\nresolve or reduce the severity via workaround and\/or patch within two (2)
\nbusiness days of the Start Date, or if unable to resolve such problem within
\nsuch timeframe, 3Com shall provide its action plan within such timeframe and
\nprovide regular status updates. A final resolution shall be identified in the
\naction plan. 3Com and JD problem managers shall review incident after two (2)
\nbusiness days and every two (2) business days thereafter until the error has
\nbeen resolved.<\/p>\n
“Severity Two” Support. 3Com shall use reasonable commercial efforts to
\nresolve or reduce the severity via workaround and\/or patch within five (5)
\nbusiness days of the Start Date, or if unable to resolve such problem within
\nsuch timeframe, 3Com shall provide its action plan within such timeframe and
\nprovide regular status updates. 3Com and JD problem managers shall review
\nincident after five (5) business days. A final engineering resolution shall be
\nidentified in the action plan.<\/p>\n
“Severity Three” Support. 3Com shall use reasonable commercial efforts
\nto acknowledge the error within ten (10) business days of receipt of notice.
\n3Com shall provide a final engineering resolution within three (3) months or
\nnext scheduled release, whichever is sooner.<\/p>\n
So long as 3Com is using reasonable commercial efforts to recreate
\nreported errors and resolve or reduce Severity One and Severity Two problems in
\naccordance with the action plan provided, 3Com’s inability to resolve such
\nproblems within the timeframes stated herein or the action plan shall not be
\ndeemed a material breach of Section 6.1 the Agreement. The prescribed support
\nresponse times above may be extended as mutually agreed, such agreement not to
\nbe unreasonably withheld, e.g., if resolution of the problem requires timely
\nhardware certification or test, or if resolution represents significant risk to
\nthe essential functions. Any support requests that are attributable to any
\nmatters other than errors in the unmodified Palm Software provided by 3Com to JD
\nhereunder are subject to billing at 3Com’s standard time and materials rates.<\/p>\n
3. Support Evaluation. The parties will attempt in good faith to
\npromptly resolve any controversy or claim relating to performance of the
\ntechnical support assistance provided by 3Com under this Agreement. Each party
\nmay request the other party to involve appropriate senior executives of such
\nother party who shall have the authority to resolve the matter.<\/p>\n
28
\n 29<\/p>\n
EXHIBIT G<\/p>\n
MINIMUM TERMS AND CONDITIONS OF END USER LICENSE<\/p>\n
1. JD Technology, Inc. (“JD”) grants the end user (“End User”) a
\nnonexclusive license to use the software accompanying the JD Product
\n(“Software”). With respect to the JD Product Desktop Software, End User may
\nreproduce and provide one (1) copy of such Software for each personal computer
\nor JD Product on which such Software is used as permitted hereunder. With
\nrespect to the JD Product Device Software, End User may use such Software only
\non one (1) JD Product. End User may assign its right under the End User License
\nAgreement to an assignee of all of End User’s rights and interest to the
\nSoftware only if End User transfers all copies of the Software subject to the
\nEnd User License Agreement to such assignee and such assignee agrees in writing
\nto be bound by all the terms and conditions of the End User License Agreement.<\/p>\n
2. End User agrees not to reverse engineer, decompile or disassemble the
\nSoftware. End User will not copy the Software except as necessary to use it in
\naccordance with this End User License Agreement. End User agrees that any such
\ncopies of the Software shall contain the same proprietary notices which appear
\non and in the original copy of the Software.<\/p>\n
3. Except as stated above, the End User License Agreement does not grant
\nEnd User any rights (whether by license, ownership or otherwise) in or to
\nintellectual property with respect to the Software.<\/p>\n
4. End User will not export or re-export the Software without all
\nappropriate United States and other foreign government licenses.<\/p>\n
5. Title to and ownership of the Software and any copy thereof shall
\nremain with JD and its suppliers.<\/p>\n
6. If the Software is licensed for a proposal or agreement with the
\nUnited States Government or any contractor therefor, the Software must be
\nlegended, marked and licensed as described in Section 10.3 of the Agreement.<\/p>\n
29
\n 30<\/p>\n
AMENDMENT NO. 1
\n TO
\n SOFTWARE LICENSE AGREEMENT<\/p>\n
This Amendment No. 1 (“Amendment”) is entered into by and between Palm
\nComputing, Inc., a subsidiary of 3Com Corporation (collectively, “3Com”), a
\nCalifornia corporation with a place of business at 1565 Charleston Road,
\nMountain View, California 94043, and Handspring, Inc. (“Licensee”), a California
\ncorporation with a place of business at 299 California Avenue, Palo Alto,
\nCalifornia 94306. The effective date of this Amendment shall be September 24,
\n1998 (“Effective Date”).<\/p>\n
RECITALS<\/p>\n
A. Effective as of September 24, 1998, 3Com and Licensee entered into a
\nSoftware License Agreement (“License Agreement”; capitalized terms used herein
\nand not defined shall have the meanings set forth in the License Agreement) with
\nregard to Licensee’s developing, manufacturing and marketing handheld computing
\nproducts incorporating specified 3Com software and technology related to the
\n3Com Palm Computing platform.<\/p>\n
B. Following the effective date of the License Agreement, Licensee
\nchanged its corporate name from “JD Technology, Inc.” to “Handspring, Inc.”<\/p>\n
C. Licensee has received, and hopes to receive in the future, from 3Com
\ncertain source code for the Palm Software so that Licensee may examine such
\nsource code to assist Licensee in developing products within the scope of the
\nLicense Agreement.<\/p>\n
D. 3Com is willing to provide such source code to Licensee as specified
\nin this Amendment pursuant to the terms and conditions of the License Agreement.<\/p>\n
AGREEMENT<\/p>\n
NOW, THEREFORE, the parties hereby amend the License Agreement as
\nfollows:<\/p>\n
1 SOURCE CODE DELIVERABLES. The following is added to Section 3 of the License
\nAgreement:<\/p>\n
“3.3 Delivery of Palm Source Code. 3Com has provided, and may at its
\nsole option from time to time elect to provide, JD with certain source code for
\ncertain Palm Software (“Palm Source Code”.)”<\/p>\n
“3.4 Delivery of Palm Source Code Documentation. 3Com may, at its
\noption, from time to time elect to provide JD with technical documentation
\nrelating to the Palm Source Code (“Palm Source Code Documentation”).”<\/p>\n
1
\n 31<\/p>\n
2. LICENSES. The following is added to Section 2 of the License Agreement:<\/p>\n
“2.9 Source Code License.<\/p>\n
(a) Right to Use. Subject to the terms and conditions of this
\nAgreement, 3Com hereby grants to JD a limited, non-exclusive, non-transferable,
\nfully-paid license to examine the Palm Source Code and the Palm Source Code
\nDocumentation for the sole purpose of assisting JD in developing JD Products
\nwithin the scope of the License Agreement and to reproduce no more than three
\n(3) copies of the Palm Source Code and Palm Source Code Documentation.<\/p>\n
(b) Limitations of License. JD shall not have the right to: (i)
\nsublicense any of its rights under this Section 2.9 to any third party; (ii)
\nincorporate any Palm Source Code or Palm Source Code Documentation in any
\ntechnology or products of JD or of any third party; (iii) disclose any Palm
\nSource Code or Palm Source Code Documentation to any third party; (iv) use or
\nreproduce any Palm Source Code or Palm Source Code Documentation other than as
\npermitted by subsection (a) above; or (iv) modify or distribute any Palm Source
\nCode or Palm Source Code Documentation in any manner.<\/p>\n
(c) Inspection Rights. 3Com shall have the right, upon reasonable
\nadvance notice, to inspect JD’s records and facilities with respect to the use
\nof the Palm Source Code and Palm Source Code Documentation in order to verify
\nthat such use is within the scope of this Agreement, and that there are
\nappropriate security procedures in place to protect the Palm Source Code and
\nPalm Source Code Documentation (including, but not limited to, the procedures
\nset forth in Section 13.3 below).<\/p>\n
(d) No Other Licenses. The licenses granted under this Section 2.9
\nare specifically set forth herein, and no licenses are granted by 3Com to JD by
\nimplication or estoppel to the Palm Source Code or Palm Source Code
\nDocumentation.”<\/p>\n
3 SUPPORT. The following is added to Section 7 of the License Agreement:<\/p>\n
“7.5 Source Code Support. 3Com shall have no obligation to provide JD
\nwith any support or maintenance of any kind for the Palm Source Code or Palm
\nSource Code Documentation at any time.”<\/p>\n
4 PROPRIETARY RIGHTS. The following is added to Section 10 of the License
\nAgreement:<\/p>\n
“10.5 Source Code. JD acknowledges that the Palm Source Code and Palm
\nSource Code Documentation are the valuable trade secrets and Confidential
\nInformation of 3Com. 3Com shall be the sole and exclusive owner of the Palm
\nSource Code and Palm Source Code Documentation. JD agrees that it will not
\nremove, alter or otherwise obscure any proprietary rights notices appearing in
\nthe Palm Source Code or Palm Source Code Documentation.”<\/p>\n
2
\n 32<\/p>\n
5 WARRANTY. The following is added to Section 11 of the License Agreement:<\/p>\n
“11.4 Source Code Warranty Disclaimer. 3COM MAKES NO WARRANTIES,
\nEXPRESS, IMPLIED OR STATUTORY, WHATSOEVER AS TO THE PALM SOURCE CODE OR PALM
\nSOURCE CODE DOCUMENTATION. IN PARTICULAR, ANY AND ALL WARRANTIES OF
\nMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND YEAR
\n2000 COMPLIANCE THEREFOR ARE EXPRESSLY EXCLUDED.”<\/p>\n
6 CONFIDENTIALITY. The following is added to the end of Section 13.3 of the
\nLicense Agreement after the period:<\/p>\n
“In the event that 3Com provides JD with a copy of the [*] (the [*])
\nwhich contains all, substantially all or a significant portion of the Palm
\nSoftware in source code form, JD agrees to the following additional obligations
\nwith respect to the [*] notwithstanding any other provision of this Agreement:
\n(i) JD shall only be entitled to use two (2) copies of the [*], (ii) JD shall
\nnot make any additional copies of the [*], (iii) JD shall only use the [*] on
\ntwo (2) PC’s at any one time, (iv) the following named individuals shall be the
\nonly persons permitted to use or access the [*]: [*], and [*], (v) each copy of
\nthe [*] shall be kept in a locked room or file cabinet when not in use, and (vi)
\nuse of the [*] shall be password protected. JD shall have the right to change
\nthe named individuals upon fifteen (15) days written notice to 3Com. Except as
\notherwise set forth in this Section 13.3, the provisions of this Agreement that
\napply to the Palm Source Code shall apply to the source code contained in the
\n[*].”<\/p>\n
6 INJUNCTIVE RELIEF. The following is added to Section 17 of the License
\nAgreement:<\/p>\n
“17.15 Injunctive Relief. The copying, disclosure, or use of the Palm
\nSource Code or Palm Source Code Documentation in a manner inconsistent with any
\nprovision of this Agreement will cause irreparable injury to 3Com for which 3Com
\nwill not have an adequate remedy at law. 3Com will be entitled to equitable
\nrelief in court, including but not limited to temporary restraining orders,
\npreliminary injunctions and permanent injunctions.”<\/p>\n
7 ENTIRE AGREEMENT. The parties agree that this Amendment constitutes the entire
\nagreement between the parties relating to its subject matter and supersedes all
\nprior or simultaneous representations, discussions, negotiations, and
\nagreements, whether written or oral; provided, however, that the License
\nAgreement, except as modified by this Amendment, remains in full force and
\neffect. The parties acknowledge that the terms and conditions of the License
\nAgreement, including but not limited to Sections 2.8 (Limitations on Scope of
\nAgreement), 8.2 (Publicity), 13 (Confidentiality), 14 (Limitation of Liability),
\n15 (Export Regulations), and 16.5 (Survival) of the License Agreement, will
\napply to the Palm Source Code or Palm Source Code Documentation.<\/p>\n
* Confidential treatment has been requested for certain portions of this
\n document pursuant to an application for confidential treatment sent to the
\n Securities and Exchange Commission. Such portions are omitted from this filing
\n and filed separately with the Securities and Exchange Commission.<\/p>\n
3
\n 33<\/p>\n
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the dates
\nset forth below effective as of the Effective Date.<\/p>\n
PALM COMPUTING, INC., HANDSPRING, INC.
\na subsidiary of 3Com Corporation<\/p>\n
By: \/s\/ Mark Bercow By: \/s\/ Donna Dubinsky
\n ——————————– ———————————
\nName: Mark Bercow Name: Donna Dubinsky
\n —————————— ——————————-
\nTitle: VP Title: CEO
\n —————————– ——————————
\nDate: 1\/14\/99 Date: 1\/8\/99
\n —————————— ——————————-<\/p>\n
4
\n 34<\/p>\n
AMENDMENT NO. 2
\n TO
\n SOFTWARE LICENSE AGREEMENT<\/p>\n
This Amendment No. 2 (“Amendment”) is entered into by and between Palm
\nComputing, Inc., a subsidiary of 3Com Corporation (collectively, “3Com”), a
\nCalifornia corporation with a place of business at 5400 Bayfront Plaza,
\nCalifornia 95052, and Handspring, Inc. (“Licensee”), a California corporation
\nwith a place of business at 299 California Avenue, Palo Alto, California 94306.
\nThe effective date of this Amendment shall be March 9, 1999 (“Effective Date”).<\/p>\n
RECITALS<\/p>\n
A. Effective as of September 24, 1998, 3Com and Licensee entered into a
\nSoftware License Agreement, as amended (“License Agreement”; capitalized terms
\nused herein and not defined shall have the meanings set forth in the License
\nAgreement) with regard to Licensee’s developing, manufacturing and marketing
\nhandheld computing products incorporating specified 3Com software and technology
\nrelated to the 3Com Palm Computing platform.<\/p>\n
B. Licensee has received, and hopes to receive in the future, from 3Com
\ncertain source code for the Palm Software so that Licensee may modify certain
\nportions of such source code as specified in this Amendment pursuant to the
\nterms and conditions of the License Agreement.<\/p>\n
AGREEMENT<\/p>\n
NOW, THEREFORE, the parties hereby amend the License Agreement as
\nfollows:<\/p>\n
1 DEFINITION. Each reference in the License Agreement to “JD” shall be
\ndeleted and replaced with the word “Licensee.”<\/p>\n
2 SOURCE CODE MODIFICATION. The following is added to Section 2 of the
\nLicense Agreement:<\/p>\n
“2.10 Source Code Modification License. Subject to the terms and
\nconditions of this Agreement, 3Com hereby grants to Licensee a limited,
\nnon-exclusive, non-transferable (subject to Section 17.9), fully-paid license to
\n(i) modify those portions of the Palm Source Code as identified in an Attachment
\nhereto (the “Modifiable Source Code”) but only for the limited purpose(s) set
\nforth in such Attachment with respect to such Modifiable Code, and (ii) use,
\nreproduce and distribute such modifications (the “Modifications”) in object code
\nform to the same extent as Licensee is permitted to do so with respect to
\nDerivative Works pursuant to Section 2.2 above. For each set of Modifiable Code,
\nthe parties shall execute separate sequentially numbered Attachments (e.g.
\nAttachment No. 1, Attachment No. 2, etc.). Licensee shall have no right to (a)
\nsublicense the rights granted in subsection (i) above to any third party, (b)
\nmodify any Palm Source Code other than the Modifiable Source Code, or (c) modify
\nthe Modifiable Source Code for any purpose other than as expressly set forth in
\nthe applicable<\/p>\n
1
\n 35<\/p>\n
Attachment. The licenses granted under this Section 2.10 are specifically set
\nforth herein, and no licenses are granted by 3Com to Licensee by implication or
\nestoppel to the Modifiable Source Code.”<\/p>\n
3 OWNERSHIP. The following is added to the end of Section 10.1 of the License
\nAgreement:<\/p>\n
“Subject always to 3Com’s ownership of the Palm Software and the
\nrestrictions set forth in Section 2 above, Licensee shall be the sole and
\nexclusive owner of the Modifications and the Modifications shall be deemed
\n“Licensee Software” for purposes of this Agreement. Licensee agrees to provide
\n3Com, upon 3Com’s request, copies of all Modifications. Licensee hereby grants
\nto 3Com a worldwide, nonexclusive, fully paid, royalty free, perpetual and
\nirrevocable license to use, reproduce, modify, display and distribute the
\nModifications in source code and\/or executable form, including the right to
\nsublicense such rights through single or multiple tiers of distribution.”<\/p>\n
4 TERMINATION. Except as expressly provided in this Section 4, this Amendment,
\nand all rights and obligations under this Amendment, shall terminate and be of
\nno further force or effect if there is a material change in the ownership or
\ncontrol of Licensee such that more than twenty percent (20%) or more of the
\nvoting equity stock of Licensee is owned and\/or controlled (directly or
\nindirectly) by one or more Competitors. In the event of such termination,
\nLicensee shall promptly (i) cease all modification of the Palm Source Code, (ii)
\nreturn all Modifiable Source Code to the extent such source code has not
\npreviously been provided to Licensee under Amendment No. l to the License
\nAgreement, including, but not limited to, all copies thereof in whole and in
\npart, to 3Com, and (iii) destroy all copies thereof, in whole and in part,
\nresiding within any computers in Licensee’s control. Notwithstanding the
\nforegoing, in the event of termination of this Amendment pursuant to this
\nSection 4, in no event shall such termination affect Licensee’s rights to
\nreproduce and distribute in object code form Modifications existing as of the
\neffective date of such termination pursuant to Section 2.10(ii).<\/p>\n
5 ENTIRE AGREEMENT. The parties agree that this Amendment and any Attachments
\nmade effective pursuant to this Agreement constitute the entire agreement
\nbetween the parties relating to its subject matter and supersedes all prior or
\nsimultaneous representations, discussions, negotiations, and agreements, whether
\nwritten or oral; provided, however, that the License Agreement, except as
\nmodified by this Amendment, remains in full force and effect.<\/p>\n
2
\n 36<\/p>\n
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
\nthe dates set forth below effective as of the Effective Date.<\/p>\n
PALM COMPUTING, INC., HANDSPRING, INC.
\na subsidiary of 3Com Corporation<\/p>\n
By: \/s\/ Mark Bercow By: \/s\/ Donna Dubinsky
\n ——————————– ———————————
\nName: Mark Bercow Name: Donna Dubinsky
\n —————————— ——————————-
\nTitle: VP Title: CEO
\n —————————– ——————————<\/p>\n
3
\n 37<\/p>\n
ATTACHMENT NO. 1<\/p>\n
This Attachment No. 1 is an attachment to Amendment No.2 to the Software License
\nAgreement between Palm Computing, Inc., a subsidiary of 3Com Corporation and
\nHandspring, Inc.<\/p>\n
[*]<\/p>\n
[*]<\/p>\n
PALM COMPUTING, INC., HANDSPRING, INC.
\na subsidiary of 3Com Corporation<\/p>\n
By: \/s\/ Gabriel Aroste-Lopez By: \/s\/ Donna Dubinsky
\n ——————————– ———————————
\nName: Gabriel Aroste-Lopez Name: Donna Dubinsky
\n —————————— ——————————-
\nTitle: Director Platform Development Title: CEO
\n Services
\n —————————– ——————————
\nDate: 3-16-99 Date: 3\/9\/99
\n —————————— ——————————-<\/p>\n
* Confidential treatment has been requested for certain portions of this
\n document pursuant to an application for confidential treatment sent to the
\n Securities and Exchange Commission. Such portions are omitted from this filing
\n and filed separately with the Securities and Exchange Commission.<\/p>\n
4
\n 38<\/p>\n
ATTACHMENT NO. 2<\/p>\n
This Attachment No.2 is an attachment to Amendment No.2 to the Software License
\nAgreement between Palm Computing, Inc., a subsidiary of 3Com Corporation and
\nHandspring, Inc.<\/p>\n
[*]<\/p>\n
[*]<\/p>\n
AMENDMENT TO AMENDMENT NO.2: For purposes of this Attachment No.2 only, the
\nfollowing two sentences are deleted from Section 3 of Amendment No.2 with
\nrespect to Modifications made by Licensee pursuant to this Attachment No.2:<\/p>\n
“Licensee agrees to provide 3Com, upon 3Com’s request, copies of all
\n Modifications. Licensee hereby grants to 3Com a worldwide, nonexclusive,
\n fully paid, royalty free, perpetual and irrevocable license to use,
\n reproduce, modify, display and distribute the Modifications in source
\n code and\/or executable form, including the right to sublicense such
\n rights through single or multiple tiers of distribution.”<\/p>\n
Except as modified by this Attachment No.2 with respect to this Attachment No.2,
\nAmendment No.2 shall remain in full force and effect.<\/p>\n
PALM COMPUTING, INC., HANDSPRING, INC.
\na subsidiary of 3Com Corporation<\/p>\n
By: \/s\/ Mark Bercow By: \/s\/ Donna Dubinsky
\n ——————————– ———————————-
\nName: Mark Bercow Name: Donna Dubinsky
\n —————————— ——————————–
\nTitle: VP Title: CEO
\n —————————– ——————————-
\nDate: 3\/9\/99 Date: 3\/9\/99
\n —————————— ——————————–<\/p>\n
* Confidential treatment has been requested for certain portions of this
\n document pursuant to an application for confidential treatment sent to the
\n Securities and Exchange Commission. Such portions are omitted from this filing
\n and filed separately with the Securities and Exchange Commission.<\/p>\n
5
\n 39<\/p>\n
ATTACHMENT NO. 3<\/p>\n
This Attachment No.3 is an attachment to Amendment No.2 to the Software License
\nAgreement between Palm Computing, Inc., a subsidiary of 3Com Corporation and
\nHandspring, Inc.<\/p>\n
[*]<\/p>\n
[*]<\/p>\n
AMENDMENT TO AMENDMENT NO.2: For purposes of this Attachment No.3 only, the
\nfollowing two sentences are deleted from Section 3 of Amendment No.2 with
\nrespect to Modifications made by Licensee pursuant to this Attachment No.3:<\/p>\n
“Licensee agrees to provide 3Com, upon 3Com’s request, copies of all
\n Modifications. Licensee hereby grants to 3Com a worldwide, nonexclusive,
\n fully paid, royalty free, perpetual and irrevocable license to use,
\n reproduce, modify, display and distribute the Modifications in source
\n code and\/or executable form, including the right to sublicense such
\n rights through single or multiple tiers of distribution.”<\/p>\n
Except as modified by this Attachment No.3 with respect to this Attachment No.3,
\nAmendment No.2 shall remain in full force and effect.<\/p>\n
PALM COMPUTING, INC., HANDSPRING, INC.
\na subsidiary of 3Com Corporation<\/p>\n
By: \/s\/ Mark Bercow By: \/s\/ Donna Dubinsky
\n ——————————– ———————————–
\nName: Mark Bercow Name: Donna Dubinsky
\n —————————— ———————————
\nTitle: VP Title: CEO
\n —————————– ——————————–
\nDate: 4\/28\/99 Date: 3\/25\/99
\n —————————— ———————————<\/p>\n
* Confidential treatment has been requested for certain portions of this
\n document pursuant to an application for confidential treatment sent to the
\n Securities and Exchange Commission. Such portions are omitted from this filing
\n and filed separately with the Securities and Exchange Commission.<\/p>\n
40<\/p>\n
AMENDMENT NO. 3
\n TO
\n SOFTWARE LICENSE AGREEMENT<\/p>\n
This Amendment No. 3 (“Amendment”) is entered into by and between Palm
\nComputing, Inc., a subsidiary of 3Com Corporation (collectively, “3Com”), a
\nCalifornia corporation with a place of business at 5400 Bayfront Plaza, Santa
\nClara, California 95052, and Handspring, Inc. (“Licensee”), a California
\ncorporation with a place of business at 299 California Avenue, Palo Alto,
\nCalifornia 94306. The effective date of this Amendment shall be 4\/8, 1999
\n(“Effective Date”).<\/p>\n
RECITALS<\/p>\n
A. Effective as of September 24, 1998, 3Com and Licensee entered into a
\nSoftware License Agreement, as amended (“License Agreement”; capitalized terms
\nused herein and not defined shall have the meanings set forth in the License
\nAgreement) with regard to Licensee’s developing, manufacturing and marketing
\nhandheld computing products incorporating specified 3Com software and technology
\nrelated to the 3Com Palm Computing platform.<\/p>\n
B. The parties desire to amend the License Agreement as set forth in
\nthis Amendment.<\/p>\n
The parties hereby amend the License Agreement as follows:<\/p>\n
1 CONFIDENTIALITY. The following phrases are deleted from Section 13.3 of the
\nLicense Agreement:<\/p>\n
“(iv) the following named individuals shall be the only persons
\npermitted to use or access the [*]: [*] and [*]”<\/p>\n
“Licensee shall have the right to change the named individuals upon
\nfifteen (15) days written notice to 3Com.”<\/p>\n
2 ENTIRE AGREEMENT. The parties agree that this Amendment constitutes the entire
\nagreement between the parties relating to its subject matter and supersedes all
\nprior or simultaneous representations, discussions, negotiations, and
\nagreements, whether written or oral; provided, however, that the License
\nAgreement, except as modified by this Amendment, remains in full force and
\neffect.<\/p>\n
* Confidential treatment has been requested for certain portions of this
\n document pursuant to an application for confidential treatment sent to the
\n Securities and Exchange Commission. Such portions are omitted from this filing
\n and filed separately with the Securities and Exchange Commission.<\/p>\n
1
\n 41<\/p>\n
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
\nthe dates set forth below effective as of the Effective Date.<\/p>\n
PALM COMPUTING, INC., HANDSPRING, INC.
\na subsidiary of 3Com Corporation<\/p>\n
By: \/s\/ Mark Bercow By: \/s\/ Donna Dubinsky
\n ——————————– ———————————–
\nName: Mark Bercow Name: Donna Dubinsky
\n —————————— ———————————
\nTitle: VP Title: CEO
\n —————————– ——————————–
\nDate: 4\/28\/99 Date: 4\/8\/99
\n —————————— ———————————<\/p>\n
2
\n 42<\/p>\n
AMENDMENT NO. 4
\n TO
\n SOFTWARE LICENSE AGREEMENT<\/p>\n
This Amendment No. 4 (“Amendment”) is entered into by and between Palm
\nComputing, Inc., a subsidiary of 3Com Corporation (collectively, “3Com”), a
\nCalifornia corporation with a place of business .at 5400 Bayfront Plaza, Santa
\nClara, California 95052, and Handspring, Inc. (“Licensee”), a California
\ncorporation with a place of business at 299 California Avenue, Palo Alto,
\nCalifornia 94306. The effective date of this Amendment shall be _______________,
\n1999 (“Effective Date”).<\/p>\n
RECITALS<\/p>\n
A. Effective as of September 24, 1998, 3Com and Licensee entered into a
\nSoftware License Agreement, as amended (“License Agreement”; capitalized terms
\nused herein and not defined shall have the meanings set forth in the License
\nAgreement) with regard to Licensee’s developing, manufacturing and marketing
\nhandheld computing products incorporating specified 3Com software and technology
\nrelated to the 3Com Palm Computing platform.<\/p>\n
B. The parties desire to amend the License Agreement as set forth in
\nthis Amendment.<\/p>\n
The parties hereby amend the License Agreement as follows:<\/p>\n
1 CONFIDENTIALITY. The last two sentences of 13.3 of the License Agreement are
\ndeleted in their entirety and restated as follows:<\/p>\n
“In the event that 3Com, from time to time, provides Licensee with a
\ncopy of one or more CDs which contain all, substantially all or a significant
\nportion of the Palm Software in source code form, including any updates,
\nupgrades or new versions thereof (the “Palm Software CD”), Licensee agrees to
\nthe following additional obligations with respect to the Palm Software CD
\nnotwithstanding any other provision of this Agreement: (i) Licensee shall only
\nbe entitled to use two (2) copies of the Palm Software CD, (ii) Licensee shall
\nnot make any additional copies of the Palm Software CD, (iii) Licensee shall
\nonly use the Palm Software CD on two (2) PC’s at any one time, (iv) each copy of
\nthe Palm Software CD shall be kept in a locked room or file cabinet when not in
\nuse, and (v) use of the Palm Software shall be password protected. Except as
\notherwise set forth in this Section 13.3, the provisions of this Agreement that
\napply to the Palm Source Code shall apply to the source code contained in the
\nPalm Software CD.”<\/p>\n
2 ENTIRE AGREEMENT. The parties agree that this Amendment constitutes the entire
\nagreement between the parties relating to its subject matter and supersedes all
\nprior or simultaneous representations, discussions, negotiations, and
\nagreements, whether written or oral; provided, however, that the License
\nAgreement, except as modified by this Amendment, remains in full, force and
\neffect.<\/p>\n
1
\n 43<\/p>\n
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
\nthe dates set forth below effective as of the Effective Date.<\/p>\n
PALM COMPUTING, INC., HANDSPRING, INC.
\na subsidiary of 3Com Corporation<\/p>\n
By: \/s\/ Daniel S. Keller By: \/s\/ Donna Dubinsky
\n ——————————– ———————————-
\nName: Daniel S. Keller Name: Donna Dubinsky
\n —————————— ——————————–
\nTitle: VP, Platform Engineering Title: CEO
\n —————————– ——————————-
\nDate: 12\/9\/99 Date: 12\/8\/99
\n —————————— ——————————–<\/p>\n
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