Software License Agreement [Amendment] - Lucent Technologies Inc. and Statistical Sciences Inc.
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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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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(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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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
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M.R. Greene
Vice President - Intellectual Property
Date: 9/17/97
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STATISTICAL SCIENCES, INC.
By: /s/ Charles J. Digate
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Title: President and CEO
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Date: 9/25/97
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THIS AMENDMENT DOES NOT BIND OR OBLIGATE EITHER PARTY IN
ANY MANNER UNLESS DULLY EXECUTED BY AUTHORIZED
REPRESENTATIVES OF BOTH PARTIES