Software License Agreement

EXHIBIT 10.1


Amendment No. 1 To the Software License Agreement Between

Sun Microsystems, Inc. And Borland Sofware Corporation [Sun Legal files index number 90457]

THIS AMENDMENT NO. 1 (the "Amendment") to the Software License Agreement (Sun Legal Files Index agreement no. 80613) (the "SLA") between Sun Microsystems, Inc., located at 901 San Antonio Road, Palo Alto, California 94303 ("Sun") and Inprise Corporation, now known as Borland Software Corporation located at 100 Enterprise Way, Scotts Valley California, 95066 ("Customer"), is made and entered into by and between the same parties. This Amendment is in addition to the SLA. In the event of a conflict between the terms of the SLA and the terms of this Amendment, the terms of this Amendment shall govern. All capitalized terms used herein shall have the same meaning set forth in the SLA, unless otherwise stated. The parties agree as follows:


The Attachment D, Commercial Use license to the Sun Community Source License version 2.8 for Java 2 Platform, Micro Edition, Connected Device Configuration and Foundation Profile shall be added to the SLA as Exhibit A-6, attached hereto and incorporated herein by reference.


Except as expressly amended herein, the SLA shall remain unaltered and in full force and effect. The parties have caused this Amendment to be executed by their duly authorized representatives.
Agreed: You: Original Contributor: Borland Software Corporation Sun Microsystems, Inc. By: /s/ Edward M. Shelton By: /s/ Neal Civjan Name: Edward M. Shelton Name: Neal Civjan Title: Sr. VP, Strategy Title: Director, Worldwide Sales Software and Technology Global Sales Operations Date: November 16, 2001 Date: 12/12/01

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Exhibit A-6: Java2 Platform, Micro Edition, Connected Device Configuration and Foundation Profile (transition)


ATTACHMENT D COMMERCIAL USE LICENSE

1. Effect . This Attachment D is to the Sun Community Source License version 2.8 for Java 2 Platform, Micro Edition, Connected Device Configuration and Foundation Profile ("SCSL"). You have agreed to the terms of the SCSL by selecting the "Accept" button at the end of the SCSL or executing a hardcopy SCSL with Original Contributor. You acknowledge that the SCSL is binding on You. This Attachment D is being entered into subsequent to, and is incorporated as Exhibit A-6 into, that certain Softare License Agreement between Sun and Borland, dated December 29, 2000. All capitalized terms used herein shall have the same meaning set forth in the SCSL, unless otherwise stated.


2. Term . Upon execution of this Attachment D by You and Original Contributor, this Commercial Use license shall have a term commencing on the date this Attachment D becomes fully executed by both parties, and shall end December 28, 2005.


3. Commercial Use License Grant . Subject to Your compliance with Section 4 below, Section 8.10 of the Research Use license, and the TCK license; in addition to the Research Use license, the TCK license, and the Internal Deployment Use license, Original Contributor grants to You a worldwide, non-exclusive, non-transferablelicense, to the extent of Original Contributor's Intellectual Property Rights covering the Original Code, Upgraded Code and Specifications, to do the following within the specified field of use:


a) reproduce and distribute Compliant Covered Code;


b) compile Compliant Covered Code and reproduce and distribute the same in Executable form through multiple tiers of distribution; and


c) reproduce and distribute Reformatted Specifications in association with Compliant Covered Code.


4. Additional Requirements and Responsibilities . In addition to the requirements and responsibilities specified in the Research Use license, the TCK license and the Internal Deployment license, and as a condition to exercising the rights granted in Section 3 above, You agree to the following additional requirements and responsibilities:


a) Distribution of Source Code . Source Code of Compliant Covered Code may be distributed only to another Licensee of the same Technology.


b) Distribution of Executable Code . You may distribute the Executable version(s) of Compliant Covered Code under a license of Your choice, which may contain terms different from this License, provided (i) that You are in compliance with the terms of this License, and (ii) You must make it absolutely clear that any terms which differ from this License are offered by You alone, not by Original Contributor or any other Contributor.


c) Branding . Products integrating Compliant Covered Code used for Commercial Use must be branded with the Technology compliance logo under a separate trademark license required to be executed by You and Original Contributor concurrent with execution of this Attachment D. Compatibility logos applicable to PersonalJava Technolog ...