Technology Licensing Agreement (Addendum) - Matsushita Electric Industrial Co. Ltd. and The 3DO Co.
ADDENDUM
This Addendum is entered into and rendered effective as of the 24th day of
April, 1996, by and between Matsushita Electric Industrial Co., Ltd. ("MEI") and
The 3DO Company ("3DO"), for the purpose of supplementing the Technology
Licensing Agreement which the parties executed on December 7, 1995 (the "M2
License Agreement"). In consideration of the mutual representations, warranties
and covenants contained in the M2 License Agreement and in this Addendum, and
other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Unless defined herein, capitalized words and phrases used in this
Addendum shall have the definitions and meanings set forth in the M2 License
Agreement.
2. As requested by MEI, 3DO shall develop an M2 System Design for MEI's
initial CD-ROM based M2 Hardware Product [CONFIDENTIAL TREATMENT REQUESTED] (the
"[CONFIDENTIAL TREATMENT REQUESTED] System Design"). 3DO shall develop the
[CONFIDENTIAL TREATMENT REQUESTED] System Design in compliance with the
specification and related performance characteristics referenced in Exhibit A,
attached hereto, and in accordance with the development milestone schedule set
forth in Exhibit B, attached hereto. The deliverable items relating to the
[CONFIDENTIAL TREATMENT REQUESTED] System Design, to be developed and delivered
by 3DO to MEI in furtherance of this Addendum, are listed in Exhibit C, attached
hereto. The parties acknowledge and agree that (i) the terms and conditions of
the M2 License Agreement shall govern the development, licensing, support,
exploitation, and intellectual property rights with respect to the [CONFIDENTIAL
TREATMENT REQUESTED] System Design, (ii) the [CONFIDENTIAL TREATMENT REQUESTED]
System Design is one of the M2 System Designs and shall be included within the
definition of the Licensed Technology under the M2 License Agreement, (iii)
semiconductor device(s) listed among the deliverable items set forth in Exhibit
C, attached hereto, shall be included within the definition of the Chipsets
under the M2 License Agreement, (iv) the twelve (12) month period referenced in
Section 4.1(b) of the M2 License Agreement shall be extended and remain in
effect until June 30, 1997, and (v) "December 31, 1997" referred to in Sections
4.3(a) and 4.3(b) shall be changed to "June 30, 1998."
3. MEI acknowledges that 3DO's development of the [CONFIDENTIAL TREATMENT
REQUESTED] System Design and the resulting performance characteristics of the
[CONFIDENTIAL TREATMENT REQUESTED] System Design are [CONFIDENTIAL TREATMENT
REQUESTED]. 3DO shall be responsible for [CONFIDENTIAL TREATMENT REQUESTED].
4. At MEI's request, 3DO shall permit a mutually agreed number of MEI's
engineers to be located at 3DO's facilities in Redwood City, California during
the design and development of the [CONFIDENTIAL TREATMENT REQUESTED]
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System Design. Any and all costs associated with the participation of MEI's
engineers in the design and/or development of the [CONFIDENTIAL TREATMENT
REQUESTED] System Design shall be exclusively borne by MEI, including, without
limitation, salaries, health benefits (if any), transportation charges, lodging
and meals, any required engineering equipment and related software, and
telephone, facsimile and other such communications charges. Notwithstanding the
involvement of MEI's engineers in the development of the [CONFIDENTIAL TREATMENT
REQUESTED] System Design, 3DO agrees that it shall be solely responsible for any
third-party charges relating to the development and production of any prototypes
ordered by 3DO relating to the [CONFIDENTIAL TREATMENT REQUESTED] System Design.
5. Until March 31, 1997, 3DO shall provide MEI, and third-party developers
(to be designated by MEI provided such third-party developers are based in North
American, Switzerland, Norway or the European Community countries), with
technical support from Redwood City, California in the English language,
regarding the development tools for the original [CONFIDENTIAL TREATMENT
REQUESTED] M2 System Design for MEI's initial CD-ROM based M2 Hardware Product,
as well as for the [CONFIDENTIAL TREATMENT REQUESTED] System Design
(collectively, "Developer Technical Support" or "DTS"), including, without
limitation, daily support (as and when required) and Q&A via telephone and/or
other communications services. 3DO will assign one or more of its engineers to
provide technical support to third-party developers designated by MEI, upon
request by MEI and subject to the parties' mutual agreement regarding such
technical support. 3DO shall provide MEI, upon request, with a written summary
setting forth the technical questions asked by any such third party developers
and the answers provided by 3DO. In addition, 3DO shall provide MEI with a
summary of Studio 3DO's technical questions related to a Studio 3DO title, and
indicate 3DO's responses regarding such referenced questions, unless, 3DO
determines, in its discretion, that disclosure of such technical questions
and/or responses would involve the disclosure of any trade secret information.
3DO agrees that it shall use reasonable best efforts to answer MEI's technical
questions and/or any such third-party technical questions within two (2)
business days of receipt. If 3DO cannot answer such technical questions within
two (2) business days of receipt, 3DO will provide MEI or such third-party with
a plan for answering the question, if possible. Upon request from MEI prior to
March 31, 1997, 3DO will provide to MEI a summary of the "bugs" in the
[CONFIDENTIAL TREATMENT REQUESTED] CD-ROM based M2 System Design and in the
[CONFIDENTIAL TREATMENT REQUESTED] System Design. In addition, 3DO will provide,
at MEI's request, up to ten (10) one-day training seminars at 3DO's facilities
in Redwood City, California regarding MEI's initial CD-ROM based M2 Hardware
Product. Such seminars shall take place no earlier than July 29, 1996, and no
later than March 31, 1997. With respect to each such training seminar, MEI shall
inform 3DO, at least four (4) weeks in advance of the date of the seminar, of
the number of proposed trainees and the companies employing each of such
trainees, and, as soon as MEI is advised by such companies, of the names of the
individual trainees. 3DO and MEI shall each be responsible for one-half (1/2) of
the costs of providing food and drinks for the trainees. 3DO also agrees that it
will undertake to provide up to five (5) additional training seminars
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at other locations outside Redwood City, California, subject to the mutual
agreement of the parties regarding any such proposed locations and related
dates. In such event, MEI acknowledges and agrees that it shall be solely
responsible for all costs and expenses incurred by 3DO's employees in providing
any such training seminars outside Redwood City, California, including, without
limitation, transportation charges, lodging and meals, and any required
equipment charges (but specifically excluding the salaries of any such employees
of 3DO). 3DO will provide to MEI, at MEI's request, any available sample source
code which 3DO elects to develop to provide technical support to MEI and
third-party developers, and at 3DO's sole discretion any other sample source
code.
6. On or before May 17, 1996, 3DO shall deliver to MEI the source code and
object code for the single processor version of the software development tool
familiarly known to the parties as "Mercury." A description of the deliverable
items comprising such version of the Mercury software development tool are set
forth in Exhibit D, attached hereto (collectively, the "[CONFIDENTIAL TREATMENT
REQUESTED] Mercury Deliverables"). The [CONFIDENTIAL TREATMENT REQUESTED]
Mercury Deliverables are hereby included within the definition of the Licensed
Technology under the M2 License Agreement and, accordingly, are hereby
incorporated in Section 4.3 of Exhibit A and Section 6 of Exhibit B of the M2
License Agreement.
7. The deliverable items referenced in Section 4.3 of Exhibit A and
Section 6 of Exhibit B of the M2 License Agreement as the "Graphic framework
library (including BSDF)", the "3D pipeline library", the "[CONFIDENTIAL
TREATMENT REQUESTED]", and the four Framework-related converters identified as
the "[CONFIDENTIAL TREATMENT REQUESTED]", the "[CONFIDENTIAL TREATMENT
REQUESTED]", the "[CONFIDENTIAL TREATMENT REQUESTED]", and the "[CONFIDENTIAL
TREATMENT REQUESTED]" (collectively, the "Framework Deliverables") are hereby
deleted from such Sections of said Exhibits of the M2 License Agreement, and
instead are included within the definition of the Supplemental Technology and,
accordingly, are incorporated in Section 6 of Exhibit A and Section 11 of
Exhibit B of the M2 License Agreement. The Framework Deliverables shall be
provided to MEI on an "AS IS" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, and 3DO
shall have no obligation to fix any "bugs", or to otherwise improve the
performance, or to provide any support to MEI or to any third party regarding
the Framework Deliverables. If 3DO, at its sole discretion, elects to develop a
[CONFIDENTIAL TREATMENT REQUESTED] System Design version of the aforementioned
[CONFIDENTIAL TREATMENT REQUESTED] System Design Framework Deliverables, 3DO
shall provide MEI with such [CONFIDENTIAL TREATMENT REQUESTED] System Design
version of the Framework Deliverables on an "AS IS" BASIS, WITHOUT ANY
WARRANTIES OF ANY KIND, and 3DO shall have no obligation to fix any "bugs", or
to otherwise improve the performance, or to provide any support to MEI or to any
third party regarding the [CONFIDENTIAL TREATMENT REQUESTED] System Design
version of the Framework Deliverables.
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8. MEI shall waive 3DO's responsibility for upgrading to [CONFIDENTIAL
TREATMENT REQUESTED] Authoring Systems and further upgrading any of the one
hundred seventy three (173) M2 Authoring Systems which MEI purchased from 3DO
and MEI shall be solely responsible for the costs and expenses associated with
such upgrades of such M2 Authoring Systems. Promptly following MEI's completion
of the upgrade of any such M2 Authoring System, MEI agrees that it shall return
to 3DO, in a reasonable manner, each of the [CONFIDENTIAL TREATMENT REQUESTED]
printed circuit boards that were part of the [CONFIDENTIAL TREATMENT REQUESTED]
M2 Authoring Systems previously shipped to MEI (with all components still
attached and intact and in the same condition in which such printed circuit
boards were shipped to MEI by 3DO, normal wear and tear excepted). This return
by MEI shall be at no charge to 3DO, except that 3DO shall pay for the freight
charges of such return.
9. MEI shall pay to 3DO the following monetary sums in addition to the
license fees specified in the M2 License Agreement:
(a) For the [CONFIDENTIAL TREATMENT REQUESTED] System Design: US
$[CONFIDENTIAL TREATMENT REQUESTED] (as non-recurring engineering expenses) (the
"Aggregate Design Fee") in four (4) installment payments, in accordance with the
following payment schedule: (i) US $[CONFIDENTIAL TREATMENT REQUESTED] by
December 31, 1996, (ii) US $[CONFIDENTIAL TREATMENT REQUESTED] by March 31,
1997, (iii) US $[CONFIDENTIAL TREATMENT REQUESTED] by May 15, 1997, and (iv) US
$[CONFIDENTIAL TREATMENT REQUESTED] by October 15, 1997; provided, however,
notwithstanding such referenced payment schedule, MEI shall not be required to
make any such payments to 3DO unless and until 3DO completes the development of,
and delivers to MEI, the required deliverable items identified in Exhibit C,
specifically excluding, however, any [CONFIDENTIAL TREATMENT REQUESTED] related
deliverables included in Exhibit C. 3DO acknowledges and agrees that MEI shall
not be required to pay 3DO any additional financial or other compensation in
consideration for 3DO's provision of engineering services with respect to 3DO's
design and development of the [CONFIDENTIAL TREATMENT REQUESTED] System Design
unless MEI desires (and the parties mutually agree) that any material change(s)
should be made regarding the specification and/or performance characteristics of
the [CONFIDENTIAL TREATMENT REQUESTED] System Design, as set forth in Exhibit A,
attached hereto.
(b) For Developer Technical Support: US $[CONFIDENTIAL TREATMENT
REQUESTED] in two (2) installment payments, in accordance with the following
payment schedule: (i) US $[CONFIDENTIAL TREATMENT REQUESTED] by September 30,
1996, and (ii) US $[CONFIDENTIAL TREATMENT REQUESTED] by March 31, 1997.
(c) For the [CONFIDENTIAL TREATMENT REQUESTED] Mercury Deliverables: No
separate license fee or other charge is due from MEI, since, following the
parties' execution of this Addendum, the [CONFIDENTIAL TREATMENT REQUESTED]
Mercury Deliverables are to be included within the definition of the Licensed
Technology and covered by the licensing fees required under the M2 License
Agreement.
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10. 3DO shall provide MEI, in such manner and to the extent required
pursuant to Section 4.3 of the M2 License Agreement, with technical support and
other reasonable assistance regarding MEI's completion of the product design of
its [CONFIDENTIAL TREATMENT REQUESTED] M2 Hardware Product based on the
[CONFIDENTIAL TREATMENT REQUESTED] System Design, at no additional charge (other
than as expressly set forth in the M2 License Agreement or as may be otherwise
mutually agreed upon by the parties in writing).
11. In the event 3DO fails to meet the milestones set forth in Section I of
Exhibit B by the delivery dates set forth in Section I of Exhibit B, MEI may, at
its option, cancel this Addendum without paying 3DO the Aggregate Design Fee, as
defined in Section 9 above. In addition, in the event 3DO fails to deliver the
milestone described in Section III of Exhibit B (the "Section III Milestone")
this Addendum will be modified or canceled as follows:
(a) MEI shall have no liability to pay the Aggregate Design Fee until
3DO meets the Section III Milestone. After December 31, 1996, MEI may reduce the
Aggregate Design Fee by [CONFIDENTIAL TREATMENT REQUESTED] percent
([CONFIDENTIAL TREATMENT REQUESTED]%) per month until the Section III Milestone
is delivered to MEI. In addition, any percentage reduction attributable to the
delay in meeting the Section III Milestone shall be applied pro-rata to each of
the Aggregate Design Fee payments. For example, if 3DO fails to provide the
Section III Milestone until some date in February, 1997, MEI may reduce the
Aggregate Design Fee by [CONFIDENTIAL TREATMENT REQUESTED] percent
([CONFIDENTIAL TREATMENT REQUESTED]%) or by an aggregate of $[CONFIDENTIAL
TREATMENT REQUESTED]. To implement this reduction, the first $[CONFIDENTIAL
TREATMENT REQUESTED] payment by MEI shall be due and payable immediately upon
the delivery of the Section III Milestone, but shall be reduced by
$[CONFIDENTIAL TREATMENT REQUESTED], for a payment of $[CONFIDENTIAL TREATMENT
REQUESTED]. The second and third payments of $[CONFIDENTIAL TREATMENT REQUESTED]
shall be due and payable on March 31, 1997 and May 15, 1997, respectively, and
the final payment due and payable on October 15, 1997 shall be reduced to
$[CONFIDENTIAL TREATMENT REQUESTED].
(b) In the event 3DO fails to deliver the Section III Milestone by June
30, 1997, (i) MEI shall have [CONFIDENTIAL TREATMENT REQUESTED] of the Aggregate
Design Fee, and (ii) this Addendum shall be automatically canceled.
In the event this Addendum is canceled for any reason pursuant to this Section
11, the provisions of Section 7 of this Addendum shall survive such
cancellation. In addition, MEI shall return all 3DO Confidential Information
delivered to MEI pursuant to this Addendum, provided however that the
[CONFIDENTIAL TREATMENT REQUESTED] Mercury Deliverables listed in Exhibit D
shall not be returned and shall be considered Licensed Technology pursuant to
the term of the M2 License Agreement.
12. Both of the parties acknowledge that commercial units of the desired
[CONFIDENTIAL TREATMENT REQUESTED] M2 Hardware Product may be launched by MEI
only following MEI's completion of production engineering regarding the
[CONFIDENTIAL TREATMENT REQUESTED] System Design.
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Accordingly, in the event that MEI experiences any unexpected problem, that is
reasonably within 3DO's control, with respect to 3DO's technical disclosure
regarding the deliverable items listed in Exhibit C attached hereto, for the
[CONFIDENTIAL TREATMENT REQUESTED] System Design, or with respect to 3DO's
physical transfer to MEI of any such deliverable items, or with respect to the
engineering support provided by 3DO pursuant to Section 4 of the M2 License
Agreement, 3DO shall use diligent, good faith efforts to eliminate or otherwise
correct any such problem that the parties confirm exists, without any additional
charge to MEI.
13. Notwithstanding any provisions of Section 25 of the M2 License
Agreement to the contrary, 3DO acknowledges and agrees that it shall not make
any announcement or disclosure to the public of any information regarding the
[CONFIDENTIAL TREATMENT REQUESTED] System Design and/or MEI's M2 Hardware
Product(s) based on the [CONFIDENTIAL TREATMENT REQUESTED] System Design, unless
the written consent of MEI shall first have been obtained; provided, however,
such confidentiality obligations shall not apply with respect to any information
which (i) becomes generally known or becomes part of the public domain through
no default hereunder on the part of 3DO; (ii) is lawfully received by 3DO from a
third party who provided such information without breach of any separate
confidentiality obligation and without restriction on subsequent disclosure;
(iii) is disclosed by or for MEI to any third party without restriction on
disclosure; or (iv) is of a non-technical nature and more than five (5) years
have elapsed since the Effective Date of this Addendum.
14. Except as expressly modified in accordance with the provisions of this
Addendum, all other terms and conditions set forth in the M2 License Agreement
shall remain in full force and effect and continue to bind the parties.
In witness whereof, the duly-authorized representatives of each of the parties
hereto have executed this Addendum as of the Effective Date first set forth
above.
THE 3DO COMPANY MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD.
By: By:
-------------------------------- ------------------------------------
Hugh Martin Hiroyuki Tachibana
President Director
Interactive Media Division
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Exhibit A
SPECIFICATIONS AND RELATED PERFORMANCE CHARACTERISTICS
When running the benchmark program familiarly known to the parties as the
5/15/96 version of "BigCircle" (as it will be modified by 3DO to work in
conjunction with the [CONFIDENTIAL TREATMENT REQUESTED] System Design), using
the "command line",set forth below, the [CONFIDENTIAL TREATMENT REQUESTED]
System Design shall be capable of rendering [CONFIDENTIAL TREATMENT REQUESTED]
per second in the scene, as reported by the "BigCircle" program. MEI
acknowledges and agrees that 3DO provided a copy of the 5/15/96 version of
"BigCircle" to MEI on May 15, 1996 and May 16, 1996.
Command line to be issued to "BigCircle":
bigcircle [CONFIDENTIAL TREATMENT REQUESTED]
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Exhibit B
DEVELOPMENT MILESTONE SCHEDULE
SECTION I
<TABLE>
<CAPTION>
Milestone Description Delivery Date
--------------------- -------------
<S> <C>
A. Logic schematics for the [CONFIDENTIAL TREATMENT REQUESTED] [CONFIDENTIAL
development system TREATMENT
REQUESTED]
B. Preliminary [CONFIDENTIAL TREATMENT REQUESTED] [CONFIDENTIAL
development card (not final configuration) TREATMENT
REQUESTED]
C. Preliminary "alpha" operating system with basic functionality [CONFIDENTIAL
TREATMENT
REQUESTED]
D. Demonstration of a prototype [CONFIDENTIAL TREATMENT REQUESTED] [CONFIDENTIAL
System Design meeting the specifications and performance TREATMENT
characteristics set forth in Exhibit A REQUESTED]
SECTION II
Milestone Description Delivery Date
--------------------- -------------
A. Release version of [CONFIDENTIAL TREATMENT [CONFIDENTIAL
REQUESTED] development card TREATMENT
REQUESTED]
B. Preliminary feature-complete "beta" operating system with [CONFIDENTIAL
basic functionality TREATMENT
REQUESTED]
SECTION III
Milestone Description Delivery Date
--------------------- -------------
A. All deliverable items identified in Exhibit C ([CONFIDENTIAL [CONFIDENTIAL
TREATMENT REQUESTED]) TREATMENT
REQUESTED]
B. Demonstration of a prototype [CONFIDENTIAL TREATMENT [CONFIDENTIAL
REQUESTED] System Design meeting TREATMENT REQUESTED]
the specifications and performance characteristics set forth in
Exhibit A
</TABLE>
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Exhibit C
[CONFIDENTIAL TREATMENT REQUESTED] SYSTEM DESIGN
DELIVERABLES
[Please See Attached]
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Exhibit C-1
I. TECHNICAL DISCLOSURE INFORMATION AND MATERIALS
1.0 Semiconductor Disclosure Materials
For each new [CONFIDENTIAL TREATMENT REQUESTED] System Design semiconductor
device (if any), 3DO shall disclose to MEI the types of information identified
in Section 1 of Exhibit A to the M2 License Agreement.
2.0 System Disclosure Materials
For each System technology deliverable, the following information will be
transferred to MEI:
- System schematics with component library in [CONFIDENTIAL TREATMENT
REQUESTED] form
- PCB artwork with parts library to the extent that they exist
- Mechanical drawings to the extent they exist
- Manufacturing documentation to the extent it exists
- ROM and PAL source and object code where applicable
- Diagnostics source code to the extent it exists
The System technologies that will be transferred are:
2.1 [CONFIDENTIAL TREATMENT REQUESTED] System-changes for
[CONFIDENTIAL TREATMENT REQUESTED] only
2.2 [CONFIDENTIAL TREATMENT REQUESTED]
2.3 [CONFIDENTIAL TREATMENT REQUESTED] Development System
3.0 For each software system deliverable, the following information will be
transferred to MEI:
- Interface description
- Source code
- Object code
3.1 System ROMs
The following System ROM technology will be transferred in both encrypted
and un-encrypted versions:
Boot code
[CONFIDENTIAL TREATMENT REQUESTED]
ROM-OS
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED] with [CONFIDENTIAL TREATMENT
REQUESTED] application
[CONFIDENTIAL TREATMENT REQUESTED] application
[CONFIDENTIAL TREATMENT REQUESTED] application
[CONFIDENTIAL TREATMENT REQUESTED] application [CONFIDENTIAL
TREATMENT REQUESTED]
Storage manager application
No-Disc application
System menu application
3.2 System Software
The following System Software technology will be transferred:
[CONFIDENTIAL TREATMENT REQUESTED] for removable media
Kernel including [CONFIDENTIAL TREATMENT REQUESTED] architecture
User-level exception handing
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[CONFIDENTIAL TREATMENT REQUESTED] (includes [CONFIDENTIAL
TREATMENT REQUESTED] technology)
I/O System with support for [CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED] system
Shell
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED] as needed for supported devices
MemDebug
LumberJack
Drivers
[CONFIDENTIAL TREATMENT REQUESTED] driver
[CONFIDENTIAL TREATMENT REQUESTED] driver
Timer driver
[CONFIDENTIAL TREATMENT REQUESTED] driver
[CONFIDENTIAL TREATMENT REQUESTED] driver
Microslot driver
StorageCard driver
Proxy driver
HostFS driver
HostConsole driver
HostCD driver
[CONFIDENTIAL TREATMENT REQUESTED] driver (including [CONFIDENTIAL
TREATMENT REQUESTED])
Serial port driver
Folios
Audio Folio
Beep Folio
FSUtilities Folio
Icon Folio
IFF Folio
Script Folio
International folio
JString folio
Compression folio
Requestor folio
Font folio
Graphics
Display Manager (including [CONFIDENTIAL TREATMENT REQUESTED]
interface)
3.3 Development System Tools
The following Development System Tools technology will be transferred.
[CONFIDENTIAL TREATMENT REQUESTED] (no source code)
Compiler (C/C++)
Assembler
Ppcas (subject to FSF license terms)
Link3DO/Dump3DO
Comm3DO for Mac to dev card communications
Debugger (no source code)
System interface header files
Libraries
Graphics
Command List Toolkit
2D graphics library
Data Streaming
Data Streaming library w/ branching
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[CONFIDENTIAL TREATMENT REQUESTED] support
[CONFIDENTIAL TREATMENT REQUESTED] interface
Data subscriber
[CONFIDENTIAL TREATMENT REQUESTED] subscriber
[CONFIDENTIAL TREATMENT REQUESTED] decoder
[CONFIDENTIAL TREATMENT REQUESTED] subscriber
Audio subscriber
Music library
I/O library
Font library
[CONFIDENTIAL TREATMENT REQUESTED]
CreateM2Make
[CONFIDENTIAL TREATMENT REQUESTED]
User Startup 3DO
Graphics tools
Texture and UTF tools
Texture Library
Data Streaming tools
Audio tools
Sound Hack (no source code)
SquashSound
AIFF sample set
PatchMaker
Video Tools
[CONFIDENTIAL TREATMENT REQUESTED]
Font Builder
KFontViewer
[CONFIDENTIAL TREATMENT REQUESTED]
3.4 Build Tools and Utilities
The following Build Tools and Utilities technology will be transferred:
ROM build tools
OS build tools
CD relocation tool: Laytool
[CONFIDENTIAL TREATMENT REQUESTED] utilities
Online help tool(s)
3.5 Engineering tools
The following Engineering tools technology will be transferred.
[CONFIDENTIAL TREATMENT REQUESTED] ("as is")
3.6 Hardware Diagnostics
The following Hardware Diagnostics technology will be transferred as
available.
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
ROM
ControlPad
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
Serial Interface
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
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3.7 [CONFIDENTIAL TREATMENT REQUESTED] Mercury Deliverables
Mercury Engine for:
Geometry Primitives: [CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
Mercury Tools:
[CONFIDENTIAL TREATMENT REQUESTED]
GComp w/POD support (converts ASCII SDF to BinarySDF w/POD data.
[CONFIDENTIAL TREATMENT REQUESTED]
POD Data Documentation.
[CONFIDENTIAL TREATMENT REQUESTED]
4.0 Documentation
The following Documentation will be transferred.
4.1 Developer documentation in electronic form (English version)
4.2 One set Developer documentation hard copy (English version)
5.0 Others
5.1 [CONFIDENTIAL TREATMENT REQUESTED]
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Exhibit C-2
II. 3DO DELIVERABLES
1.0 ASIC'S
For each new [CONFIDENTIAL TREATMENT REQUESTED] System Design semiconductor
device (if any), 3DO shall deliver to MEI each such semiconductor device.
2.0 Systems
2.1 [CONFIDENTIAL TREATMENT REQUESTED] System design changes
2.2 [CONFIDENTIAL TREATMENT REQUESTED] System [CONFIDENTIAL
TREATMENT REQUESTED]
2.3 [CONFIDENTIAL TREATMENT REQUESTED] Mac NuBus Development System
(including one sample of the [CONFIDENTIAL TREATMENT REQUESTED]
development card and one sample of the final version of the
[CONFIDENTIAL TREATMENT REQUESTED] development card)
3.0 System ROM Technology
Boot code
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED] application
[CONFIDENTIAL TREATMENT REQUESTED] application
[CONFIDENTIAL TREATMENT REQUESTED] application
[CONFIDENTIAL TREATMENT REQUESTED] application, [CONFIDENTIAL TREATMENT
REQUESTED]
Storage manager application
No-Disc application
System menu application
4.0 System Software
[CONFIDENTIAL TREATMENT REQUESTED] for removable media
Kernel including [CONFIDENTIAL TREATMENT REQUESTED] architecture
User-level exception handing, [CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED] driver (includes [ECONFIDENTIAL
TREATMENT REQUESTED] technology)
I/O System with support for [CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED] system
Shell
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED] as needed for supported devices
MemDebug
LumberJack
Drivers
[CONFIDENTIAL TREATMENT REQUESTED] driver
[CONFIDENTIAL TREATMENT REQUESTED] driver
Timer driver
[CONFIDENTIAL TREATMENT REQUESTED] driver
[CONFIDENTIAL TREATMENT REQUESTED] driver
Microslot driver
StorageCard driver
Proxy driver
HostFS driver
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HostConsole driver
HostCD driver
[CONFIDENTIAL TREATMENT REQUESTED] driver
[CONFIDENTIAL TREATMENT REQUESTED] driver (including [CONFIDENTIAL
TREATMENT REQUESTED])
Serial port driver
Folios
Audio Folio
Beep Folio
FSUtilities Folio
Icon Folio
IFF Folio
Script Folio
International folio
JString folio
Compression folio
Requestor folio
Font folio
Graphics
Display Manager (including [CONFIDENTIAL TREATMENT REQUESTED]
Interface)
5.0 Development System Tools
[CONFIDENTIAL TREATMENT REQUESTED] (no source code)
Compiler (C/C++)
Assembler
Ppcas (subject to FSF license terms)
Link3DO/Dump3DO
Comm3DO for Mac to dev card communications
Debugger (no source code)
System Interface header files
Libraries
Graphics
Command List Toolkit
2D graphics library
Data Streaming
Data Streaming library w/ branching
[CONFIDENTIAL TREATMENT REQUESTED] support
[CONFIDENTIAL TREATMENT REQUESTED] interface
Data subscriber
[CONFIDENTIAL TREATMENT REQUESTED] subscriber
[CONFIDENTIAL TREATMENT REQUESTED] decoder
[CONFIDENTIAL TREATMENT REQUESTED] subscriber
Audio subscriber
Music library
I/O library
Font library
[CONFIDENTIAL TREATMENT REQUESTED]
CreateM2Make
[CONFIDENTIAL TREATMENT REQUESTED]
User Startup 3DO
Graphics tools
Texture and UTF tools
Texture Library
Data Streaming tools
Audio tools
Sound Hack (no source code)
SquashSound
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AIFF sample set
PatchMaker
Video Tools
[CONFIDENTIAL TREATMENT REQUESTED]
Font Builder
KFontViewer
[CONFIDENTIAL TREATMENT REQUESTED]
5.1 [CONFIDENTIAL TREATMENT REQUESTED] Mercury Software
Mercury Engine for:
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
Mercury Tools:
[CONFIDENTIAL TREATMENT REQUESTED]
GComp w/POD support (converts ASCII SDF to BinarySDF w/POD data.
[CONFIDENTIAL TREATMENT REQUESTED]
POD Data Documentation.
[CONFIDENTIAL TREATMENT REQUESTED]
6.0 Build Tools and Utilities
ROM build tools
OS build tools
CD relocation tool: Laytool
[CONFIDENTIAL TREATMENT REQUESTED] utilities
Online help tool(s)
7.0 Engineering tools
[CONFIDENTIAL TREATMENT REQUESTED]
8.0 Hardware Diagnostics (as available)
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
ControlPad
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
Serial Interface
[CONFIDENTIAL TREATMENT REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
17
<PAGE> 18
9.0 Developer Documentation (English version)
10.0 Others
10.1 [CONFIDENTIAL TREATMENT REQUESTED]
18
<PAGE> 19
Exhibit D
[CONFIDENTIAL TREATMENT REQUESTED] MERCURY DELIVERABLES
I. Mercury Engine for:
A. [CONFIDENTIAL TREATMENT REQUESTED]
1. [CONFIDENTIAL TREATMENT REQUESTED]
a. [CONFIDENTIAL TREATMENT REQUESTED]
b. [CONFIDENTIAL TREATMENT REQUESTED]
c. [CONFIDENTIAL TREATMENT REQUESTED]
2. [CONFIDENTIAL TREATMENT REQUESTED]
a. [CONFIDENTIAL TREATMENT REQUESTED]
b. [CONFIDENTIAL TREATMENT REQUESTED]
c. [CONFIDENTIAL TREATMENT REQUESTED]
B. [CONFIDENTIAL TREATMENT REQUESTED]
1. [CONFIDENTIAL TREATMENT REQUESTED]
2. [CONFIDENTIAL TREATMENT REQUESTED]
3. [CONFIDENTIAL TREATMENT REQUESTED]
4. [CONFIDENTIAL TREATMENT REQUESTED]
5. [CONFIDENTIAL TREATMENT REQUESTED]
6. [CONFIDENTIAL TREATMENT REQUESTED]
II. Mercury Tools:
A. [CONFIDENTIAL TREATMENT REQUESTED]
B. GComp w/POD support (converts ASCII SDF to BinarySDF w/POD
data.
C. [CONFIDENTIAL TREATMENT REQUESTED]
D. POD Data Documentation.
E. [CONFIDENTIAL TREATMENT REQUESTED]
19