CORPORATE TECHNOLOGY AGREEMENT

 

                                                                   EXHIBIT 10.39
                                                CONFIDENTIAL TREATMENT REQUESTED

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                                        ** This portion has been omitted and
                                        filed separately pursuant to a request
                                        of confidential treatment.
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                                    ADDENDUM
                              TO GEOWORKS - TOSHIBA
                         CORPORATE TECHNOLOGY AGREEMENT

           This Addendum (the "Addendum") to the March 17, 1993 Corporate
Technology Agreement between Geoworks and Toshiba is effective as of December
16, 1996.

                                    RECITALS

           A. Toshiba and Geoworks entered into a Corporate Technology License
Agreement effective as of March 17, 1993 (the "Original Agreement"), as amended
by Amendment Number One effective as of June 30, 1994 ("Amendment No. 1"),
Amendment Number Two effective as of June 20, 1995 ( "Amendment No. 2"),
Amendment Number Three effective as of September 29, 1995 ("Amendment No. 3"),
the ** Project memorandum entered into in October 1995 (the "Project Outline),
and the ** made by Geoworks in connection with Toshiba's equity investment in
Geoworks (the **). Hereinafter the Original Agreement, Amendment No. 1,
Amendment No. 2, Amendment No. 3, Project Outline and ** are collectively
referred to as the "Agreement."

           B. Notwithstanding the Project Outline, the Parties agreed that
Toshiba ** . Instead, the Parties wish to ** technology on which Geoworks has **
 . 

           C. The Parties wish to amend the Agreement to add a license from
Geoworks to Toshiba of an ** for the ** operating system.

                                    AGREEMENT

1.       ADDITION TO LICENSED TECHNOLOGY 

         The list of technologies licensed by Geoworks to Toshiba for the ** is
         hereby amended to add an ** for the ** operating system.

2.       LICENSE FEE 

         In consideration for the addition of the ** technology, Toshiba shall
         pay to Geoworks the sum of ** U.S. upon signing this Addendum. Said sum
         shall

Page 1 of 2                                                             ADDENDUM

                                                CONFIDENTIAL TREATMENT REQUESTED

                                        ---------------------------------------
                                        ** This portion has been omitted and
                                        filed separately pursuant to a request
                                        of confidential treatment.
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         constitute a ** for the right to use the ** technology in accordance
         with the terms and conditions of the Agreement.

         ** of the ** technology are not **. A ** will be negotiated between the
         parties should Toshiba desire that **.

         Maintenance and support of the ** technology will be provided by
         Geoworks under the same terms and conditions of the Agreement.

3.       CONTRACT AMENDMENT

         Both Parties agree to use their best efforts to formally amend the
         Agreement to incorporate the terms and conditions of this Addendum.

         IN WITNESS WHEREOF, the Parties have executed this Amendment as of the
Amendment Effective Date.

TOSHIBA                                   GEOWORKS

Signature:   /s/ S. Yamashita             Signature:     /s/ Leland J. Llevano

Print Name:  S. Yamashita                 Printed Name:  Leland J. Llevano

Title:       General Manager              Title:         Vice President
             Legal Affairs Division
Date:        Dec 27, 1996                 Date:          12 Dec 1996

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Basic Info X:

Name: CORPORATE TECHNOLOGY AGREEMENT
Type: Corporate Technology Agreement
Date: Feb. 10, 1997
Company: GEOWORKS /CA/
State: Delaware

Other info:

Date:

  • December 16 , 1996
  • March 17 , 1993
  • June 30 , 1994
  • June 20 , 1995
  • September 29 , 1995
  • October 1995
  • Dec 27 , 1996

Location:

  • U.S.

Person:

  • S. Yamashita
  • Leland J. Llevano