Amendment No. 2 To Telogy Software License Agreement

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. 2
to
TELOGY SOFTWARE LICENSE AGREEMENT

between

DITECH COMMUNICATIONS CORPORATION

and

TEXAS INSTRUMENTS INCORPORATED

THIS AMENDMENT NO. 2 (this "Amendment") to the Telogy Software License Agreement effective as of April 16, 2002 (the "Master Agreement"), as amended on the 21 st of May, 2003 ("Amendment No. 1"), 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 23 day of March, 2006 ("Amendment No. 2 Effective Date").

WHEREAS , Licensee and Telogy have previously entered into the Master Agreement, whereby Telogy is licensing to Licensee certain Software for use in Licensee92s Products; and

WHEREAS , the Parties entered into an Amendment No. 1 under which Licensee was provided access to by Telogy and Licensee gained access to selected portions of the Software for Licensee92s internal use and development of Licensee92s Products and to allow Licensee to differentiate Licensee92s Products;

WHEREAS, the Licensee now desires to license from Telogy additional Telogy Software as set forth in Exhibits A-2 and A2/R12 (" Specified New Software") for use in Licensee92s products, and selected source code of certain Specified New Software as listed in Exhibits A-2 and A2/R12 to allow Licensee92s acceleration of product development, and Telogy is willing to provide such Specified New Software on the terms herein. For convenience of reference, Exhibits A-2 and A-2/R12 are sometimes referred to together as "Exhibit A-2"

NOW THEREFORE , the Parties hereby agree as follows:

1. Definitions .

(a) DSP Software. Section 1.13 is amended to read in its entirety:

"DSP Software" means the various computer programs (including Voice Software and Echo Cancellation Software) licensed under this Agreement as set forth on Exhibit A and Exhibit A-2 attached hereto which operate on TI digital signal processors together with related documentation and all updates, upgrades, enhancements, releases and developments of such computer programs. The parties understand that the DSP Starter Kit is provided in object code form.

Telogy Amendment No. 2
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(b) New Definition for Defined Standards for Specified New Software

Solely with respect to the Specified New Software set forth in Exhibit A-2, the term Defined Standards shall mean the following industry standards in place of those set forth in Section 1.1 of the Master Agreement, and shall be used to determine the Parties92 rights and obligations relating to indemnification solely with respect to such Specified New Software.

Defined Standards for Specified New Software:

[*]

Licensee understands and agrees that in respect of the distribution and implementation of published industry standards in the Specified New Software that are not in the list of Defined Standards above, including those published industry standards applicable to the wireless codecs listed in Exhibit A2/R12, (i) pursuant to Section 6(r) of the Master Agreement, Licensee is responsible for securing any applicable essential third party intellectual property rights and paying any fees payable to third parties based on such Specified New Software92s adherence to such non-listed industry standards, and (ii) pursuant to Section 8.4(ii), Licensee is responsible for indemnifying TI in the event a third party brings an action against TI for Licensee92s use and distribution of such Specified New Software, alleging that TI has contributed to or induced Licensee to infringe on a third party patent based on the Specified New Software92s adherence to such non-listed industry standards, in accordance with the terms of Section 8.4.

(c) 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, Exhibit A-1, and Exhibit A-2 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.

(d) Licensed Source Code . The following definition is amended to read in its entirety:

1.16 "Licensed Source Code" means the portions of the source code and documentation of the Echo Cancellation Software identified in Exhibit A1 and the source code portions of the Diagnostics identified in Exhibit A2.

Telogy Amendment No. 2
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(e) Exhibit A2 . The attached Exhibit A-2 is added as Exhibit A2 to the Master Agreement.

2. Delivery and License.

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

i. Delivery of Licensed Source Code and DSP Software . Within ten (10) days after the Amendment No. 2 Effective Date, Telogy will deliver to Licensee in electronic form one copy of the Licensed Source Code and DSP Software for the current release of the Software identified in Exhibit A-2.

3. Licensed Products.

Exhibit B to the Master Agreement is revised to add the products listed in Exhibit B2 attached hereto (collectively the "New Product"), which may be updated by Licensee from time to time in writing.

4. Term .

The license term for the Software licensed under this Amendment shall continue from the period commencing on the Effective Date and continuing to and including December 31, 2007. In the event Licensee request to extend this term beyond December 31, 2007, TI shall consider such request in good faith and shall not unreasonably withhold its consent to such extension.

5. Extending Royalty Free License Grant for ECAN Software Use on Certain Platforms .

TI agrees to extend, through December 31, 2007, the royalty free license grant to Licensee for use of the Echo Cancellation Software on the TI platforms designated [*] digital signal processors (collectively, the "Legacy Processors" ). Licensee understands and acknowledges that this royalty free license is based on Licensee92s projections that it will use the Echo Cancellation Software on no more than [*] Legacy Processors through December 31, 2007. The parties agree that if Licensee uses the Echo Cancellation Software on [*] additional Legacy Processors, management shall sit down and discuss in good faith an appropriate fee for the use of the Echo Cancellation m Software on the amount of Legacy Processors exceeding the [*] Legacy Processors entitled to a royalty free Echo Cancellation Software license.

6. Amendment and Agreement.

All terms used in this Amendment shall have the meanings as defined ...