<PAGE> 1
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
<PAGE> 2
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
