Exhibit 10.37
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
AMENDMENT NO. 2
to
TELOGY SOFTWARE LICENSE AGREEMENT
between
DITECH COMMUNICATIONS CORPORATION
and
TEXAS INSTRUMENTS INCORPORATED
THIS AMENDMENT NO. 2 (this “Amendment”) to the Telogy Software License Agreement effective
as of April 16, 2002 (the “Master Agreement”), as amended on the 21 of May, 2003 (“Amendment No. 1”),
by and between Ditech Communications Corporation, having a place of business at 825 East Middlefield Rd.,
Mountain View, CA 94043, (“Licensee”) and Texas Instruments Incorporated (“TI”), having a place of business
at 12500 TI Boulevard, Dallas, TX 75243-4136 (Texas Instruments, together with its wholly owned subsidiary
Telogy Networks, Inc. and other Texas Instruments subsidiaries is referred to herein as “Telogy”), is hereby
entered into as of this 23 day of March, 2006 (“Amendment No. 2 Effective Date”).
WHEREAS , Licensee and Telogy have previously entered into the Master Agreement, whereby Telogy
is licensing to Licensee certain Software for use in Licensee’s Products; and
WHEREAS , the Parties entered into an Amendment No. 1 under which Licensee was provided access
to by Telogy and Licensee gained access to selected portions of the Software for Licensee’s internal use and
development of Licensee’s Products and to allow Licensee to differentiate Licensee’s Products;
WHEREAS, the Licensee now desires to license from Telogy additional Telogy Software as set forth in
Exhibits A-2 and A2/R12 (“ Specified New Software”) for use in Licensee’s products, and selected source code
of certain Specified New Software as listed in Exhibits A-2 and A2/R12 to allow Licensee’s acceleration of
product development, and Telogy is willing to provide such Specified New Software on the terms herein. For
convenience of