Geoworks/CA – ‘10-K’ for 3/31/00 – EX-10.32

On:  Thursday, 6/29/00, at 5:03pm ET   ·   For:  3/31/00   ·   Accession #:  950149-0-1411   ·   File #:  0-23926

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report for Fiscal Year Ended March 31, 2000    67    251K 
 2: EX-10.32    Amendment No.5 to Geoworks-Toshiba Corporate Tech.     2     11K 
 3: EX-10.33    Security Agreement and Promissory Note                 4     15K 
 4: EX-10.34    Exhibit A-3                                            5     16K 
 5: EX-27.1     Financial Data Schedule                                1      6K 

EX-10.32   —   Amendment No.5 to Geoworks-Toshiba Corporate Tech.

EX-10.32
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                                                                  Exhibit 10.32I
 AMENDMENT NUMBER FIVE
 TO GEOWORKS-TOSHIBA
CORPORATE TECHNOLOGY AGREEMENT

 This Amendment #5 ("AMENDMENT NO. 5") to the Corporate Technology
Agreement entered March 17, 1993, is made and effective the 31st day of January,
2000 ("EFFECTIVE DATE") by and between Geoworks Corporation, a Delaware         
corporation whose principal address is 960 Atlantic Avenue, Alameda, California 
94501 U.S.A. ("GEOWORKS"), and Toshiba Corporation, a corporation duly organized
and existing under the laws of Japan, having its principal place of business at 
1-1, Shibaura 1-chome, Minato-ku, Tokyo 105-8001, Japan ("TOSHIBA") .           

RECITALS                                                                        

   A. Geoworks and Toshiba 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"), the    
###, the Addendum to Geoworks-Toshiba Corporate Technology Agreement effective  
December 1996 (the "ADDENDUM"), and Amendment Number Four effective as of June  
30, 1999 ("AMENDMENT NO. 4"). Hereinafter the Original Agreement, Amendment     
No.1, Amendment No.2, Amendment No.3, ### and Amendment No 4, are collectively  
referred to as the "AGREEMENT".                                                 

        B. Geoworks and Toshiba now wish to amend the Agreement by extending the
term thereof through June 30, 2002.                                             

 C.      The Parties wish to further amend the Agreement by having
         Toshiba pay Geoworks a non-refundable paid up license and
            royalty of US ###. Thereafter, Toshiba will pay Geoworks ###
            within the new extended term of this Agreement, now June 30,
2002.                                           

 D.      The Parties wish further to agree to include in the price
              Geoworks' responsibility concerning 10% income taxes which may
   become due and payable under the Japanese tax laws.

                                                                              65

EX-10.32
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 A M E N D M E N T S

1.      Term and Extension. The term of the Agreement is extended to June 30,   
    2002. Geoworks will agree to extend the term of the Agreement beyond
   June 30, 2002 if Toshiba requires an extension in order to meet the
initial ### shipment quota below.                               

2.      Non-Refundable Paid Up License & Royalty. The parties agree that the    
        Agreement covers ###. The parties agree that Toshiba will pay Geoworks a
      non-refundable paid up license and royalty of ###. Thereafter, Toshiba
       will pay Geoworks ### manufactured and shipped by June 30, 2002, or any
mutually agreed extension.                                      

3.      Intellectual Property. Geoworks is the owner of U.S. Patent No.         
5,327,529 entitled "Process of Designing User's Interfaces for  
     Application Programs" and corresponding Japanese Patent No. 2,794,339
        ("the Flex UI Patents"). Toshiba wishes to have a license under the Flex
        UI Patents to cover the ### device units. Geoworks hereby grants Toshiba
     a non-exclusive, worldwide license under the Flex UI Patents to make,
    have made, offer for sale, sell, distribute and import Toshiba's ###
     devices with user agents for use with content from licensed WAP sites
    and licensed WAP servers. Toshiba ### devices containing user agents
      licensed under this paragraph 3 may be used with content from licensed
WAP sites and served by licensed WAP servers.                   

4.      Taxes Included. The parties agree that if Geoworks pays or has withheld 
   taxes due to Japanese tax authorities under the reduced withholding
       income tax rate (10%), then Toshiba has included 10% in the license and
        royalty price in #2 above for the paid up license and royalty ### on the
 ### device units. If Toshiba ships more than ### device units the
       parties agree that the license and royalty of ### on additional devices
shipped thereafter includes the 10% tax.                        

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

GEOWORKS                                     TOSHIBA                            

------------------------------               --------------------------------   
Signature                                    Signature                          
Donald G. Ezzell                             Wasai Hiromichi                    
General Counsel                              Vice President                     
Geoworks Corporation                         Mobile Computing Division          

                                                                              66

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		6/30/02		1		2			10-Q
Filed on:		6/29/00
For Period End:		3/31/00
		6/30/99		1					10-Q
		9/29/95		1
		6/20/95		1
		6/30/94		1
		3/17/93		1
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