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EXHIBIT 10.29
Top Tier Israel Ltd. and SAP AG
SOFTWARE LICENSE OEM/DISTRIBUTION AGREEMENT
Amendment 2
September 30, 2000
WHEREAS, Top Tier Israel Ltd. and SAP AG have executed the Master Software
License and Distribution Agreement for Embedded Products (the "Agreement");
WHEREAS, Top Tier Israel Ltd. and SAP AG have executed Amendment 1 dated June 1,
2000;
WHEREAS, as of September 30, 2000 SAP AG has already paid to Top Tier Israel
Ltd. license fees totaling USD [*];
WHEREAS, as of September 30, 2000 the Development Services had been completed
and SAP irrevocably and unconditionally accepted the Software Products,
effective July 15, 2000;
NOW THEREFORE, Top Tier Israel Ltd. and SAP AG agree to amend the payment terms
of section 8.3 as follows;
8.3 SAP shall pay Licensor for the rights granted under section 3 (Rights of
SAP) the total sum of USD [*]. This license fee is payable in eleven
installments;
a) USD [*] are due within 30 days of the execution of this Agreement.
Such payment is not subject to refund in case acceptance of the
Software Products as per lit. b) below is denied by SAP.
b) USD [*] are due within 30 days of the acceptance of the Software
Products, August 15, 2000, after the Development Services have been
completed, to include standard testing by [*] pilot customers of SAP
as SAP would request pilot customers to test SAP Software. The
Software Products are not deemed accepted in the case of delivery to
partners and pilot customers of SAP for non productive use. Upon
acceptance of the results of the Development Services payment per lit.
b) shall not be refundable.
c) USD [*] are due each quarter thereafter as follows:
November 15, 2000
February 15, 2001
May 15, 2001
August 15, 2001
November 15, 2001
February 15, 2002
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Confidential treatment has been requested for portions of this exhibit. The
copy filed herewith omits the information subject to the confidentiality
request. Ommissions are designated as [*]. A complete version of this
exhibit has been filed separately with the Securities and Exchange
Commission.
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May 15, 2002
August 15, 2002
November 15, 2002
such that the entire USD [*] has been paid.
IN WITNESS WHEREOF the parties hereto have executed this Amendment as of the
date first above written.
SAP AG
By: /s/ Karl-Heinz Hess
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Name: Karl-Heinz Hess
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Title: Extended Executive Board
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SAP AG
By: /s/ G. Sohreider
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Name: G. Sohreider
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Title: VP Corporate Policy
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Top Tier Israel Ltd.
By: /s/ Shai Agassi
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Name: Shai Agassi
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Title: Chairman
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