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Software License Agreement [Amendment] - Lucent Technologies Inc. and Statistical Sciences Inc.

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                                    AMENDMENT

THIS AMENDMENT is between the following Parties: LUCENT TECHNOLOGIES INC., a
Delaware corporation ("LUCENT"), having an office at 600 Mountain Avenue, Murray
Hill, New Jersey 07974, and STATISTICAL SCIENCES, INC., a Massachusetts
corporation ("LICENSEE"). Having an office at 1700 Westlake Avenue North, Suite
500, Seattle, Washington 98107. This Amendment is effective upon the date the
last of the Parties executes this Amendment.

WHEREAS the Parties entered into a Software License Agreement ("Agreement")
relating to LUCENT's S Software, and

WHEREAS the Parties wish to amend the Agreement.

THEREFORE, the Parties agree as follows:

1.   The following new provisions are added:

     3.02(i)   LUCENT agrees that LICENSEE may furnish CUSTOMER
               SOFTWARE to a customer for operation in a time-sharing or service
               bureau environment provided that such customer agrees to the
               provisions of Section 3.01(a)(i)(2-8).

     7.13      LUCENT Purchases

               LUCENT may, at its discretion and from time to time, desire to
               acquire CUSTOMER SOFTWARE. LICENSEE agrees that LUCENT may
               acquire CUSTOMER SOFTWARE from LICENSEE at a price structure that
               is at least as favorable as the price structure LICENSEE offers
               to any of its other customers, including the United States
               government, for such CUSTOMER SOFTWARE.

2.   Appendix A (Definitions) is modified to add the following definition:

     TYPE means a product, comprising CUSTOMER SOFTWARE, which is furnished by
     LICENSEE and which is identified by a name, symbol and/or other device so
     as to distinguish the product from other products furnished by LICENSEE.

3.   The provisions of Section 4.02 are deleted in their entirety and are
replaced with the following provisions:

----------
*Terms in capital letters shall have the meanings specified in the Definitions
Appendix of the Agreement or as defined in this Amendment.

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                        Confidential Treatment Requested

                                      -2-

     The Parties agree that if LICENSEE fails to fulfill its obligations under
     Section 4.01 that: (i) the agreement by LUCENT in Sections 2.01(a) and
     3.01(c) not to grant licenses and rights to third parties, with respect to
     the NEW SOFTWARE PRODUCT portion of SOFTWARE PRODUCT, is, at the sole
     discretion of LUCENT, revocable any time on or after [
                     ], but that all other rights, licenses and obligations
     shall continue, and (ii) the yearly fee due pursuant to Section 5.01 and
     specified in APPENDIX C - YEARLY FEE SCHEDULE (as amended below), shall be
     changed to [                                                            
         ] for the year [     ] and each year thereafter, and the sublicensing
     fee due pursuant to Section 5.02 and specified in APPENDIX D - SUBLICENSING
     FEE SCHEDULE, shall be reduced to [       ] for the years [    ] and
     thereafter.

4.   The provisions of Section 5.05(a) are amended as of the effective date of
this Amendment as follows:

     Within ninety (90) days after the end of each semiannual period ending on
     June 30th or December 31st, commencing with the semiannual period ending
     December 31, 1997, LICENSEE shall furnish to LUCENT a statement, in form
     acceptable to LUCENT and certified by an authorized representative of
     LICENSEE, identifying SUBLICENSING REVENUE and remitting fees due pursuant
     to Section 5.02.

     LICENSEE agrees to identify for each TYPE the SUBLICENSING REVENUE due to
     LUCENT and to identify whether such SUBLICENSING REVENUE is reported
     pursuant to Section (a), (b) or (c) of the definition of SUBLICENSING
     REVENUE.

     LICENSEE further agrees that such statement will include, for each TYPE:
     (i) the number of copies and price of each TYPE that were furnished by
     LICENSEE, its SUBSIDIARIES and DISTRIBUTORS to customers, (ii) the [ ] of
     MAINTENANCE AGREEMENTS for each TYPE during such semiannual period.

     In the case where a MAINTENANCE AGREEMENT covers more than one TYPE, the
     [                 ] of such a MAINTENANCE AGREEMENT shall be prorated among
     the TYPES covered based upon the [                  ] of the TYPES covered.

5.   The provisions of Section 6.01 are deleted and replaced with the following
     provisions:

     (a) Unless otherwise terminated, this Agreement shall be in effect for a
     term commencing on February 18, 1996 and continuing for a six (6) year
     period thereafter.

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                         Confidential Treatment Required

                                      -3-

     (b) If this Agreement is not otherwise terminated, at the end of such six
     (6) year period, this Agreement will be automatically extended for an
     additional five (5) year period unless LICENSEE notifies LUCENT more than
     thirty (30) days prior to the expiration of such six (6) year period that
     LICENSEE does not wish to extend this Agreement.

     (c) Thereafter, this Agreement will be automatically extended for
     subsequent five (5) year periods unless this Agreement is otherwise
     terminated or unless LICENSEE notifies LUCENT more than thirty (30) days
     prior to the expiration of this Agreement that LICENSEE does not wish to
     extend this Agreement.

6.   The provisions of Appendix C (Yearly Fee Schedule) of the Agreement are
     deleted and replaced with the following provisions:

      PAYMENT                       DUE DATE                      YEARLY FEE

        [











                                                                       ]



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                         Confidential Treatment Required

                                      -4-


7.   The provisions of Appendix D (Sublicensing Fee Schedule) of the Agreement
     are deleted and replaced with the following provisions:

YEAR (BEGINNING FEBRUARY 18)                             FEES

          [ ]                               [ ] of SUBLICENSING REVENUE
          [ ]                            [    ] of SUBLICENSING REVENUE
          [ ]                               [ ] of SUBLICENSING REVENUE
          [ ]                               [ ] of SUBLICENSING REVENUE
          [ ]                               [ ] of SUBLICENSING REVENUE
          [ ]                               [ ] of SUBLICENSING REVENUE
    [            ]                          [ ] of SUBLICENSING REVENUE



IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be executed
in duplicate originals by its duly authorized representatives on the respective
dates entered below.

LUCENT TECHNOLOGIES INC.


    By: /s/ M.R. Greene
       ---------------------------------------
        M.R. Greene
        Vice President - Intellectual Property

    Date: 9/17/97
         -------------------------------------

STATISTICAL SCIENCES, INC.


    By: /s/ Charles J. Digate
       ---------------------------------------

    Title: President and CEO
          ------------------------------------

    Date:    9/25/97
         -------------------------------------

            THIS AMENDMENT DOES NOT BIND OR OBLIGATE EITHER PARTY IN
                 ANY MANNER UNLESS DULLY EXECUTED BY AUTHORIZED
                        REPRESENTATIVES OF BOTH PARTIES