Telogy Software License Agreement

Exhibit 10.32


[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


AMENDMENT NO. 1

to

TELOGY SOFTWARE LICENSE AGREEMENT


between


DITECH COMMUNICATIONS CORPORATION


and

TEXAS INSTRUMENTS INCORPORATED


THIS AMENDMENT NO. 1 (this "Amendment") to the Telogy Software License Agreement effective as of April 16, 2002 (the "Master Agreement"), by and between Ditech Communications Corporation, having a place of business at 825 East Middlefield Rd., Mountain View, CA 94043, ("Licensee") and Texas Instruments Incorporated ("TI"), having a place of business at 12500 TI Boulevard, Dallas, TX 75243-4136 (Texas Instruments, together with its wholly owned subsidiary Telogy Networks, Inc. and other Texas Instruments subsidiaries is referred to herein as "Telogy"), is hereby entered into as of this 21st day of May, 2003 ("Amendment Effective Date").


WHEREAS , Licensee and Telogy have previously entered into the Master Agreement, whereby Telogy is licensing to Licensee certain Software for use in Licensee's Products; and


WHEREAS , in order to differentiate Licensee's Products, Licensee desires to gain access to selected portions of the source code of the Software solely for Licensee's internal use and development of Licensee's Products in which the object code of the Software will be embedded, and Telogy is willing to provide Licensee such portions of source code to the Software for such purposes and on such other terms and conditions as are set forth herein and in the Master Agreement.


NOW THEREFORE , the Parties hereby agree as follows:


1. Definitions .


(a) MCU Software . Section 1.14 is amended to read in its entirety:


"MCU Software" means the various computer programs (including Voice Software and Echo Cancellation Software) licensed under this Agreement as set forth in Exhibit A attached hereto and Exhibit A-1 hereto which operate on TI digital signal processors and/or on microprocessors, together with related documentation and all updates, upgrades, enhancements, releases and


developments of such computer programs. MCU Software includes without limitation the Licensed Source Code and Licensed Object Modules defined below. The parties understand that the MCU Starter Kit is provided in source and object code form, the Licensed Source Code is provided in source code form, and the Licensed Object Modules are provided in the form of build files and object code files.


(b) New Definitions . The following definitions and the attached Exhibit A-1 are added to the Master Agreement:


1.16 "Licensed Source Code" means the portions of the source code and documentation of the Echo Cancellation Software identified in Exhibit A-1.


1.17 ""Licensed Object Modules" means build files and object code files for all Echo Cancellation Software, as further described in Exhibit A-1.


2. Delivery and License.


(a) Delivery of Licensed Source Code and Licensed Object Modules . A new Section 2h is added to the Master Agreement, reading as follows:


h. Delivery of Licensed Source Code and Licensed Object Modules . Within five (5) days after the Amendment Effective Date, Telogy will deliver to Licensee in electronic form one copy of the Licensed Source Code and Licensed Object Modules for the current release of the Software identified in Exhibit A-1. For the avoidance of doubt, under Section 5d, (a) within ten (10) b ...