License Agreement [Amendment No. 4] - AvantGo Inc. and McKesson Corp.
FOURTH AMENDMENT TO LICENSE AGREEMENT
THIS FOURTH AMENDMENT TO LICENSE AGREEMENT ("Amendment") is entered into
August 17, 2001, by and between AvantGo Inc., located at 1700 S. Amphlett Blvd.,
Suite 300, San Mateo, CA 94402 ("AvantGo") and McKesson Corporation, located at
One Post Street, San Francisco, CA 94104 ("Licensee").
Background
The First Amendment to the License Agreement (dated March 7, 2000) and the
Third Amendment to the License Agreement (dated December 31, 2000), allow
Licensee the right to broadly deploy the Software within Licensee's organization
and externally to Licensee's customers and business partners. The parties now
wish to further amend the License Agreement to enable Licensee to generate and
issue software license keys for the efficient distribution, installation and use
of the Software according to the terms of the License Agreement.
Agreement
1. Section 3.1 of the License Agreement (Grant) shall be amended by the
addition of the following:
"AvantGo hereby grants Licensee, during the Term set forth in the First
Amendment, the right to generation [******] of license keys for the Software.
Maintenance and support shall be provided with respect to such Software deployed
with these license keys according to the terms of the License Agreement Each
license key generated under this Amendment shall be issued for use on a maximum
of one server, in order to maintain a 1:1 ratio of license keys to servers. All
license or use restrictions and/or proprietary rights notices contained on or in
any license key issued from AvantGo to Licensee shall be copied onto or into
(and shall not be deleted from) any license key generated by Licensee under this
Amendment."
2. Section 9.5 of the License Agreement (Survival) shall be amended by
the addition of the following:
"For an additional [******] period, AvantGo shall provide Bug Fixes for specific
software defects on a time and materials basis."
For purposes of this agreement, "Bug Fixes" shall mean a verifiable and
reproducible failure of the Software that is corrected in a subsequent
commercially available release of the Software.
AvantGo reserves all rights in the Software not expressly granted in this
Amendment or the Agreement.
The parties agree that except as amended in the manner specified above, all
remaining provisions of the License Agreement shall continue in full force and
effect.
[******] Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
<PAGE>
McKESSON CORPORATION AVANTGO, INC.
/s/ Ivan D. Meyerson /s/ Richard Owen
------------------------- --------------------------
Signature Signature
Ivan D. Meyerson Richard Owen
------------------------- --------------------------
Name (Print or Type) Name (Print or Type)
Senior Vice President Chief Executive Officer
------------------------- --------------------------
Title Title
August 23, 2001 August 17, 2001
------------------------- --------------------------
Date Date