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Title: |
Business Collaboration Agreement |
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Date: |
2003 |
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Preview shows 12KB of 43KB total |
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Price: |
$43 |
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ID: |
#1189092 |
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BUSINESS COLLABORATION AGREEMENT
This Business Collaboration Agreement (Agreement) is entered into as of October 7, 2002 (Effective Date) by and between PalmSource, Inc., a Delaware corporation with a principal place of business at 5470 Great America Parkway, Santa Clara, California 95052-8145, U.S.A. (PalmSource) and Sony Corporation, a Japanese corporation with its principal place of business at 6-7-35 Kitashinagawa, Shinagawa-ku, Tokyo 141-0001, Japan (Sony).
RECITALS:
A. Sony is in the business of designing, developing, manufacturing and marketing handheld computing devices.
B. PalmSource is in the business of designing, developing, manufacturing and marketing operating systems for handheld and/or mobile computing devices; and
C. Effective as of November 12, 1999, Palm, Inc. (predecessor to PalmSource) and Sony entered into a Software License Agreement, as amended (License Agreement, as further defined below) with regard to Sonys developing, manufacturing and marketing handheld computing products incorporating specified PalmSource software and technology related to the Palm Operating system platform.
D. Concurrently with the signing of this Agreement, the parties are also entering into that certain Amendment No. 6 to the Software License Agreement, establishing terms and conditions under which Sony may examine and modify certain Palm Source Code (as defined therein).
E. Concurrently with the signing of this Agreement, Sony through its wholly-owned subsidiary Sony Corporation of America and PalmSource are also entering into that certain Stock Purchase Agreement under which Sony Corporation of America is purchasing certain number of shares of Series A Preferred Stock of PalmSource.
F. The parties desire to enter into certain business collaborations as set forth in this Agreement.
NOW, THEREFORE, the parties agree as follows:
AGREEMENT:
| I. | Definitions. As used herein, the following capitalized terms shall have the meanings set forth below. Except as otherwise set forth in this Agreement, capitalized terms used in this Agreement shall have the same definitions as set forth in the License Agreement. |
| 1. |
Affiliate means, with respect to a given subject, an entity which controls, is controlled by or is under common control with the subject. Such entity shall be considered an Affiliate only so long as such control exists. For the purposes of this definition, control means beneficial ownership of more than fifty percent (50%) of the shares entitled to vote in the election of directors or other managing authority or, where there are no such |
SONY AND PALMSOURCE CONFIDENTIAL
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shares, more than fifty percent (50%) of ownership interest representing the right to make decisions. |
| 2. | Applicable Business Area means (i) with respect to PalmSource, PalmSources OS products and extensions thereof which it licenses or will license generally to its licensees, and (ii) with respect to Sony, Sonys handheld computing and Smartphones developed or sold by or for (x) Sonys Handheld Computing Company of Mobile Network Company, (y) any successor group or division thereof within Sony or any of its Affiliates, and (z) any other business area of Sony or any of its Affiliates that develops Licensee Products using the Palm Software or modifies or has access to any Palm Source Code or Palm Source Code Documentation. |
| 3. | Development Partner means a PalmSource Licensee with whom PalmSource enters into a definitive written joint development agreement during the term of this Agreement, under which such PalmSource Licensee will participate in a co-development program with PalmSource for New Versions where such PalmSource Licensee develops material portions of the Palm Source Code for the New Versions and has the right to access and modify all or substantially all of the Palm Source Code for the execution of such co-development program (Development Partner Agreement). A Development Partner and its Affiliates shall together be considered only a single Development Partner, for purposes of this Agreement. |
| 4. | Development Period means a period of three (3) years from the Effective Date or such longer period as the parties may mutually agree to conduct co-development projects under Article III below. |
| 5. | License Agreement means the Software License Agreement between the parties dated November 12, 1999, as amended, including without limitation as amended by that certain Amendment No. 6 to the Software License Agreement entered into concurrently herewith. |
| 6. | New Version means, any Updates of the latest version of Palm OS as of the Effective Date which is Palm OS 5.1. |
| 7. | PalmSource Licensee means a third party who enters into a definitive written license agreement with PalmSource on terms similar to the License Agreement, under which such third party develops its own handheld computing products and/or Smartphones using the Palm Software as the primary operating system embedded therein and pays per unit royalties to PalmSource for distribution of such products. PalmSources Affiliates (other than Palm, Inc.) shall not be considered a PalmSource Licensee for purposes of this Agreement. |
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