ELAINE SOFTWARE LICENSE AND SERVICES AGREEMENT

This Elaine Software License and Services Agreement (Agreement) is executed June 3, 2003 (the Execution Date) and effective as of December 3, 2001 (the Effective Date), by and between PalmSource, Inc. (PalmSource), a Delaware corporation with a place of business at 1240 Crossman Avenue, Sunnyvale, CA 94089, PalmSource Overseas Limited, a company organized and existing under the laws of Cayman Islands, with its registered office at West Wing Building, Harbour Drive, George Town, Grand Cayman, Cayman Islands, British West Indies (referred to individually as PalmSource Cayman or collectively with PalmSource, Inc. as PalmSource) and Palm, Inc., a Delaware corporation with a place of business at 400 N. McCarthy Blvd., Milpitas, CA 95035, and its Wholly Owned Subsidiaries (as defined below) (referred to collectively with Palm, Inc. as Palm or Licensee).

RECITALS

A. WHEREAS, the Board of Directors of Palm has determined that it is in the best interest of Palm and its stockholders to separate Palms existing businesses into two independent businesses and have the current business of the Palm platform solutions group conducted through a wholly-owned subsidiary, PalmSource;

B. WHEREAS, as part of the foregoing, Palm and PalmSource have entered into a Master Separation Agreement effective as of December 3, 2001, which provides for, among other things, the execution and delivery of certain other agreements in order to facilitate and provide for the foregoing;

C. WHEREAS, also as part of the foregoing, PalmSource or its suppliers are the owners of a certain server software known as the Elaine Software, as more particularly described in Section 1 of Exhibit A; and

D. WHEREAS, Palm desires to obtain a license to use the Elaine Software for the provision of services to its wireless subscribers and is willing to provide a proxy server for other users of PalmSource compatible devices, including customers using devices from other licensees of the PalmSource operating system. PalmSource is willing to grant to Palm such a license provided that Palm continues to support and maintain a proxy server using the Elaine Software on the terms and conditions set forth below.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises of the parties, and of good and valuable consideration, it is agreed by and between the parties as follows:

1. Definitions

1.1 API means the set of documented access methods through which the programmatic services provided by the Elaine Software are made available to licensees and application developers. Such access methods include, without limitation, header files, events, network communications, macro and scripting languages, function calls and library routines.

1.2 Change of Control means, with respect to a given entity, any transaction or series of related transactions that would occasion: (i) the sale or lease of all or substantially all of an entitys business or assets; (ii) any merger, consolidation, share exchange, recapitalization, business combination or other transaction resulting in the exchange of the outstanding shares of an entity for securities or consideration issued, or caused to be issued, by the acquiring corporation or its subsidiary, unless the stockholders of such entity as of the date prior to the closing date of such transaction (or series of related transactions) hold more than fifty percent (50%) of the voting securities in the surviving corporation in such transaction computed on a fully diluted basis; or (iii) any person having acquired beneficial ownership or the right to acquire beneficial ownership of, or any group (as such term is defined under Section 13(d) of the United States Securities Exchange Act of 1934) having been formed that beneficially owns or has the right to acquire beneficial ownership of, fifty percent (50%) or more of the outstanding voting securities of an entity.

1.3 Confidential Information means that information of either party (Disclosing Party) which is disclosed to the other party (Receiving Party) pursuant to this Agreement in written form and marked Confidential, Proprietary or similar designation, or if orally disclosed, that information which the Receiving Party should reasonably discern, by an objective examination of the disclosure and the surrounding facts and circumstances, to be confidential in nature. In addition, Licensee Confidential Information shall be deemed to include information pertaining to the Palm.net Business which (i) is not otherwise in the public domain and of which Licensee actively undertakes to restrict or control the disclosure to third parties in a manner intended to maintain confidentiality and (ii) is known to or in the possession of PalmSource as of the Separation Date. In addition, PalmSource Confidential Information shall be deemed to include information pertaining to the Elaine Software, Elaine Software Documentation, Elaine Software Source Code and Elaine Software Source Code Documentation which (i) is not otherwise in the public domain and of which PalmSource actively undertakes to restrict or control the disclosure to third parties in a manner intended to maintain confidentiality and (ii) is known to or in the possession of Licensee as of the Separation Date. Confidential Information shall include, but not be limited to, trade secrets, know-how, inventions, techniques, processes, algorithms, software programs, schematics, designs, contracts, customer lists, financial information, product plans, sales and marketing plans and business information. References to PalmSource as a Receiving Party or a Disclosing Party shall also include all of PalmSources present and future subsidiaries, subject to the restrictions contained in this Agreement. References to Licensee as a Receiving Party or a Disclosing Party shall also include all of Licensees present and future Subsidiaries (other than PalmSource), subject to the restrictions contained in this Agreement.

1.4 Derivative Works means any software programs, and copies thereof, which are developed by Licensee and which incorporate or contain any modifications of any part of the Elaine Software delivered by PalmSource hereunder, including without limitation any revision,

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