Sample Business Contracts

Technology License and Distribution Agreement [Amendment No. 2] - Sun Microsystems Inc. and OpenTV Inc.

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     This Amendment No. 2 (the "Amendment") to the Technology License and
Distribution Agreement dated March 20, 1998, as amended (the "Agreement")
between Sun Microsystems, Inc. ("Sun") and OpenTV, Inc. ("Licensee"), is made
and entered into by and between Sun and Licensee, and is effective as of the
date signed by Sun below ("Effective Date").

The parties agree as follows:

     1.  (a) Under the Agreement, Licensee is obligated to pay Sun [*].

         (b) Licensee hereby agrees to pay Sun [*] and the parties will
concurrently enter a Master Support Agreement under which Licenses must pay Sun
[*]. This will in no way amend or affect any compatibility requirements or
obligations under the Agreement.

     2. [*]


     3.  Section 3.1, Section VII of Exhibit C-2, and Section 5 of the First
Amendment to the Technology License and Distribution Agreement dated as of June
30, 1999 by and between the parties ("Amendment No. 1") are hereby deleted.
Further, Section 2.8(a) of the Agreement is modified to read in its entirety as

     "Java Test Suites are made available as part of Licensee's purchase of the
appropriate TCK support plan from Sun.

     4. Licensee Derivative Works may be distributed in source code form to
[*], provided that [*] (i) has entered into and has in effect a Sun Community
Source License with Sun for the same Technology, or (ii) is a Sun licensee of
the same Technology and expressly authorized in writing by Sun to share such
source code with Licensee. Licensee may not offer or impose any terms on any
such code that alter the rights, requirements or responsibilities of [*]. All
Derivative Works that Licensee shares hereunder must include a file documenting
the additions and changes Licensee made and the date of such additions and
changes. Licensee must also include in the file header the notice set forth in
Exhibit E. If it is not possible to put the notice in a particular source code
file due to its structure, then Licensee must include the notice in a location
(such as a relevant directory file), where a recipient would be most likely to
look for such a notice. Provided that [*] is fulfilling conditions (i) or (ii)
above, Licensee may receive Derivative Works of the same Technology from [*],
and may use, reproduce, modify, and incorporate such Derivative Works into
Products, to the same scope and extent and subject to the same conditions and
restrictions as with Technology.

     5. The second and third full sentences of Section 4 of Amendment No. 1 are
hereby deleted and replaced with the following:


     6. The first and second full sentences of Section 10.1 of the Agreement are
hereby amended to extend the initial Term of the Agreement from five (5) years
from the Effective Date of the Agreement (i.e. the period ending March 19, 2003)
to the period ending March 19, 2006. Further, the parties hereby amend the
second full sentence of Section 10.1 to provide that Licensee shall have only
four (4) annual options to extend the term as provided therein. The parties
agree that nothing in


this Amendment alters Licensee's obligation to pay [*] (Exhibit C-2, Section
IV.C) for the life of the Agreement (including any extensions).

     7. The parties hereby replace the words "operating system" with "operating
system or browser" in Section 1.11 of Amendment No. 1.

Except as otherwise specifically provided in this Amendment, defined terms shall
have the same meaning as defined in the Agreement. Except as otherwise
specifically provided in this Amendment, all other terms and conditions of the
Agreement shall remain in full force and effect. The parties have caused this
Amendment to be executed by their authorized representatives.

Sun Microsystems, Inc.              OpenTV, Inc.

By: /s/ Neal Civjan                 By: /s/ Debbie Coutant
   -------------------------------        ---------------------------------

Name:   Neal Civjan                 Name:   Debbie Coutant
     -----------------------------       ----------------------------------
    (printed or typed)                     (printed or typed)

Title:  Director, Worldwide Sales,  Title:  Senior Vice President &
        Software and Technology             General Manager
        Global Sales Operations           ---------------------------------

Date:   December 20, 2000           Date:   December 15, 2000
     -----------------------------       ----------------------------------


                                   EXHIBIT E

                                 FILE NOTICES

    "The contents of this file, or the files included with this file, are
subject to the current version of Sun Community Source License for [fill in name
of applicable Technology] (the "License"); You may not use this file except in
compliance with the License. You may obtain a copy of the License at See the License for the rights,
obligations and limitations governing use of the contents of the file.

     The Original and Upgraded Code is [fill in name and version of applicable
Technology]. The developer of the Original and Upgraded Code is Sun
Microsystems, Inc. Sun Microsystems, Inc. owns the copyrights in the portions it
created. All Rights Reserved.

Contributor(s): _______________________________________

Associated Test Suite(s) Location: ________________________