1
Certain confidential portions of this Exhibit were omitted by means of blackout
of the text (the "Xxxx"). This Exhibit has been filed separately with the
Secretary of the Commission without the Xxxx pursuant to the Company's
Application Requesting Confidential Treatment under Rule 406 under the
Securities Act.
EXHIBIT 10.28
[MOLECULAR SIMULATIONS LOGO]
DISTRIBUTION LICENSE AGREEMENT
THIS AGREEMENT is made as of 27 October, 1994, between MOLECULAR
SIMULATIONS INCORPORATED, a corporation with its principal offices in
Burlington, Massachusetts, U.S.A. ("MSI"), Xx. Xxxxxxx X. Xxxxx, an individual
domiciled at Cambridge, United Kingdom, and LYNXVALE LTD., a corporation with
its principal offices in Cambridge, United Kingdom. Xx. Xxxxx and Lynxvale Ltd.
are collectively referred to herein as "Licensor."
WHEREAS, Licensor has developed the computer program more specifically
described in Exhibit A (the "Program");
WHEREAS, MSI and Xx. Xxxxx are entering into a Consulting Agreement of
even date herewith pursuant to which MSI will make certain payments and provide
other support to Xx. Xxxxx and Xx. Xxxxx will continue working to enhance the
Program (the "Consulting Agreement"); and
WHEREAS, MSI wants to distribute, maintain and support the Program and
derivative versions thereof throughout the world.
NOW, THEREFORE, the parties agree as follows:
1. DEFINITIONS
A. ORIGINAL WORKS. The Program (in source code, executable object code and
all other forms), reference manuals and other materials described in Exhibit A.
B. DERIVATIVE WORKS. A revision, enhancement, improvement, modification,
translation, condensation, or expansion of the Works or any other form in which
the Works may be recast, transferred or adapted. Licensor and MSI hereby agree
to exercise their respective best efforts to obtain, exercise, and maintain the
control referred to in Sections 1(c) and 1(d) below with respect to Derivative
Works for so long as this Agreement remains in effect.
C. LICENSOR IMPROVEMENTS. Derivative Works to the extent that they are
created by or for Licensor and which Licensor controls to the extent of being
able to grant the rights contemplated hereunder. Derivative Works created by Xx.
Xxxxx pursuant to the Consulting Agreement will be deemed to be Licensor
Improvements.
D. MSI IMPROVEMENTS. Derivative Works to the extent that they are created
by or for MSI and which MSI controls to the extent of being able to grant the
rights contemplated hereunder. MSI Improvements shall not include the API's
described in Section 4(b) of this Agreement or MSI's software development
environment known as the Chemistry Backplane
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(which permits various software applications to run on a unified platform and
includes programs relating to the user interface, interprocessor communication,
file management, graphics, formats, and other functions).
E. WORKS. The Original Works, Licensor Improvements, and MSI Improvements,
collectively.
F. NON-COMMERCIAL USE. Academic research or educational use which is: (i)
not-for-profit; (ii) not conducted or funded by a person or entity engaged in
the commercial use or exploitation of works similar to the Works; and (iii) not
conducted to provide services or to produce works (including results or products
of the Works) for commercial use.
G. LICENSED WORKS. The Original Works and Licensor Improvements,
collectively.
H. PATENT RIGHTS. All rights, title and interest in and under: U.S. Patent
Application No. 07/490,750 filed March 8, 1990; Canadian Patent Application No.
2,012,142 naming Xxxxxxx X. Xxxxx as sole inventor; any United States or
Canadian patent issuing from either of the foregoing; any continuation,
divisional or continuation-in-part of any of the foregoing; any and all foreign
counterparts of any of the foregoing; any reissues, reexaminations or extensions
of the foregoing; and any other present or future patent or patent application
owned by or assigned to Corning Incorporated or its affiliates to the extent it
covers the Licensed Works.
2. LICENSE
X. XXXXX OF EXCLUSIVE LICENSE. Subject to this Agreement, Licensor hereby
grants to MSI, and MSI accepts from Licensor, an exclusive (even as to Licensor)
and worldwide license for a term of [*] under and to Licensor's
patents, patent applications, copyrights, know-how, and other intellectual
property and rights of all kinds to (i) use, reproduce, license, sell,
distribute, maintain, support and otherwise market and service the Works, and
(ii) create Derivative Works, without any further consent from Licensor. MSI may
exercise these rights, in whole or in part, directly or through other persons.
B. EXCEPTIONS TO EXCLUSIVE LICENSE.
(i) GRANT BACK OF RIGHTS. MSI grants to Licensor the personal,
non-transferable, non-exclusive right to use the Works and create Derivative
Works (but not to reproduce or distribute Works or Derivative Works) solely for
Non-Commercial Use. These rights shall include Licensor's right to engage in
scientific collaborations with responsible parties at accredited universities or
other non-profit organizations for the continued development of the Licensed
Works; provided that such collaborations are pursuant to written agreements
which provide that (A) such parties may not use the Licensed Works for purposes
other than the scientific collaboration and may not sublicense, distribute or
copy (except for archival purposes) the Licensed Works, and (B) all ownership
rights in the Licensed Works and any improvements, modifications or additions
thereto remain with Licensor. Licensor and MSI agree that developments resulting
from such collaborations shall be considered Licensor Improvements hereunder.
Upon MSI's request, Licensor shall furnish MSI with written notice of the
identity and location of each scientific collaborator and an executed copy of
the applicable agreement.
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* CONFIDENTIAL TREATMENT REQUESTED
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Licensor agrees to terminate third party access to the Licensed Works which is
available by means of computer networks.
3. LICENSOR'S OBLIGATIONS
A. DELIVERABLES. Within thirty (30) days after the execution of this
Agreement, Licensor will deliver three (3) copies of the then-current version of
the Original Works (the Program will be in object and source code forms) to
MSI's designee in Cambridge, United Kingdom. Licensor will promptly deliver to
MSI (or its designee) a copy of all Licensor Improvements created during the
term of this Agreement.
B. ASSISTANCE. During the term of this Agreement, Xx. Xxxxx will provide
MSI with advice, consultation and assistance that MSI may reasonably request to
(i) modify, adapt or translate the Works for MSI's commercial purposes, (ii)
update, revise and create new releases of the Works and (iii) correct errors
that may appear in the Works (collectively, the "Assistance"). Xx. Xxxxx will
provide the Assistance at no additional charge. Licensor will refer any
inquiries received by them regarding the commercial use of the Works to MSI.
C. EPCC. Licensor will assist MSI in obtaining for MSI, on terms acceptable
to MSI, the right to distribute the parallelized version of the Licensed Works
from the Edinburgh Parallel Computing Centre (EPCC).
4. MSI'S OBLIGATIONS
A. MARKETING EFFORTS. MSI will use its reasonable efforts to promote and
solicit orders for the Works, directly or through other persons, in countries
where MSI distributes or otherwise markets its own computer programs.
B. TECHNICAL DEVELOPMENT. MSI will develop any application software
interfaces (the "APIs") necessary to enable the Program to operate together with
other suitable programs specified by MSI.
C. CONTROL OF MARKETING AND DISTRIBUTION. All aspects of the distribution
and marketing of the Works will be in MSI's sole control, including without
limitation the methods of marketing, pricing, naming, packaging, labeling,
advertising, the terms and conditions of sale or license, and the collection of
fees. MSI may distribute the Works through any combination of direct marketing,
distributors, representatives, original equipment manufacturers, and other
means, and either alone or in combination with other products.
D. RECORDS. MSI will maintain accurate records of its marketing activities
under this Agreement, including (i) a current list of customers who have
licensed the Works and (ii) the prices or fees that MSI receives for the Works.
At Licensor's request, MSI will provide Licensor with a report that shows the
actual orders obtained for the Works, but not more than two (2) times per annum.
5. COMPENSATION
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A. CONSULTING AGREEMENT. In consideration of the license and other rights
granted to MSI pursuant to this Agreement, MSI has entered into a Consulting
Agreement of even date herewith (the "Consulting Agreement") pursuant to which
MSI will make payments and provide other support to Xx. Xxxxx on the terms
specified in the Consulting Agreement.
B. ROYALTY. For each copy of the Works that is licensed by MSI (directly
or through another person) to a customer for internal business use, MSI will pay
Licensor a royalty (the "Royalty") equal to [ * ] of the License
Fee, as defined below. For purposes of this Section 5(b), the following
provisions shall apply:
(i) LICENSE FEE."License Fee" means the price or fee (including
maintenance and support charges) that MSI actually receives when a customer is
granted (directly by MSI or through another person) the right to use the Works,
after deducting (A) trade or quantity discounts allowed or taken by customers;
(B) actual credits or refunds to customers on account of any returns of the
Works; (C) any insurance, shipping or other out-of-pocket expense that may be
incurred in connection with delivery, to the extent such charges are separately
stated on contracts, invoices or other licensing documents; (D) any excise,
sales, value-added, property and use taxes; and (E) import and export duties,
taxes (including foreign withholding taxes) and surcharges.
(ii) COMPANION PRODUCTS. If any Works are distributed by MSI with
other products in a package for a single charge, the License Fee attributable to
such Works shall be determined by prorating the receipts (after applicable
deductions as described above) from the sale or license of the package according
to the published list prices established by MSI for the separate products
contained in the package (whether or not such products are distributed
separately), but shall not exceed MSI's published list price for the Works.
(iii) PAYMENT. The obligation to pay Royalties will accrue upon MSI's
receipt of License Fees. Amounts received by MSI as deposits or advances shall
not be deemed to have been received until installations of the Works have
occurred with respect to such deposits or advances. MSI will pay the accrued
Royalties, less applicable Credits as described below, to Licensor within sixty
(60) days after the end of each calendar quarter during which Royalties are
earned. MSI will pay all amounts due to Licensor under this Agreement in British
Pounds by check or wire transfer sent to Licensor at the address specified in
this Agreement.
(iv) CREDIT AGAINST ROYALTIES. The Royalties otherwise payable by MSI
pursuant to this Section 5(b) during any given year of this Agreement shall be
reduced by the amounts paid by MSI during such year to Xx. Xxxxx and persons in
his lab in the form of consulting fees and loaned equipment, including the
amounts paid pursuant to the Consulting Agreement (collectively, the "Credits").
For purposes of calculating these Credits, loaned equipment shall be valued
based on a three year useful life at one-third of the manufacturer's list price
to purchase such equipment for each year (up to a maximum of three years) that
the equipment is on loan.
(v) PROMOTIONAL USE AND UPDATES. It is expressly understood that MSI
may, without incurring any obligation to pay the Royalty, (A) make copies of the
Works available to potential customers for evaluation or demonstration purposes
without charge for periods not in excess of [ * ], and (B) make copies
of any corrected or updated Works and distribute
* CONFIDENTIAL TREATMENT REQUESTED
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them, as part of MSI's standard maintenance and support, to all customers who
previously licensed the Works which were so corrected or updated.
C. TAXES. All amounts payable by MSI to Licensor under this Agreement are
exclusive of any tax, levy or similar governmental charge that may be assessed
by any jurisdiction, whether based on gross revenue, the delivery, performance
or use of the Works, or the execution or performance of this Agreement. If MSI
is legally required to withhold tax on any such payment, MSI will notify
Licensor of such requirement and promptly furnish Licensor with a copy of the
tax receipt that evidences payment of the withheld tax to the appropriate taxing
authority.
6. WARRANTIES AND CONDITIONS
A. LEGAL RIGHTS. Licensor represents and warrants that (i) Licensor owns
all patents, copyrights, trade secrets and other proprietary rights in or to the
Licensed Works; (ii) to the best of Licensor's knowledge, the Licensed Works do
not infringe any copyright, trade secret, patent or other proprietary right of a
third party, (iii) Licensor possesses the legal right and authority to execute
and perform this Agreement, and Xx. Xxxxx possesses the legal right and
authority to execute and perform the Consulting Agreement, (iv) the execution
and performance of this Agreement and the Consulting Agreement will not violate
any other agreement, commitment or obligation by which Licensor may be bound,
and (v) except as set forth in a list of academic parties provided separately to
MSI, Licensor has not granted any rights in the Licensed Works to any third
party. MSI's execution and performance of this Agreement are subject to (A)
execution of the attached Acknowledgment by University of Cambridge on or before
the date of this Agreement and (B) MSI's determination that its proposed
distribution of the Works may be conducted in a commercially reasonable manner
in the U.S., Canada and other countries without infringing the Patent Rights.
B. PERFORMANCE. Licensor represents and warrants that the Licensed Works
operate as described in Exhibit B (the "Performance Warranty"). In case of
breach of the Performance Warranty or any other duty related to the quality of
the Licensed Works, Licensor will promptly correct the Licensed Works. If
Licensor is unable to correct the defect within thirty (30) days after receipt
of MSI's notice, then MSI will be entitled to (i) correct the defect directly or
through other persons and (ii) deduct the costs that MSI may reasonably incur in
correcting the defect from the amounts owed to Licensor pursuant to the
Consulting Agreement.
C. INDEMNITY. MSI will promptly notify Licensor if any claim is brought or
threatened against MSI or any of its affiliated companies that arises from a
breach of the warranties and conditions set forth in Section 6(a) above. MSI
will not settle or compromise any such actual or threatened claim without
Licensor's prior consent. Subject to these conditions, Licensor will indemnify
MSI and its affiliated companies against all losses, damages and expenses
(including reasonable attorneys fees) that they may incur or suffer in
connection with any such actual or threatened claim or breach. Such
indemnification shall be satisfied by means of MSI offsetting the amount of such
losses, damages and expenses against payments otherwise due Licensor (and not
previously paid to Licensor) under the Consulting Agreement or this Agreement.
Except as a result of Licensor's breach of this Agreement or Licensor's willful
misconduct, MSI will indemnify Licensor in respect of any claims against
Licensor for loss, damages or injury to any person or property arising from
MSI's use or distribution to a third
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party of the Licensed Works in connection with this Agreement; provided that MSI
is given prompt written notice of any such claim, MSI shall have sole control of
the settlement or defense of any action against Licensor to which this indemnity
applies, and Licensor cooperates with MSI in such defense.
D. LIMITATION. Licensor will have no obligation to MSI or its affiliated
companies under this Section if and to the extent that the claim that is brought
or threatened arises directly from a correction, modification or other change of
the Licensed Works not provided by Licensor.
7. CONFIDENTIALITY
A. INFORMATION. Each party acknowledges that it may disclose certain
confidential information to the other party. If either party discloses such
confidential information to the other party, the disclosing party will designate
such information as confidential by appropriate legend or instruction, and the
recipient party will (i) use at least the same degree of care to maintain the
secrecy of such confidential information as such party uses to maintain the
secrecy of its own confidential information and (ii) use the confidential
information only to accomplish the purposes of this Agreement or the Consulting
Agreement. MSI hereby specifically designates information concerning MSI's
customers, sales leads and pricing information as confidential, and Licensor
agrees to maintain such information in strictest confidence.
B. DISCLOSURE. Neither party will disclose the confidential information
received from the other party to any other person, except that MSI may disclose
such information to its employees, customers, distributors, resellers,
representatives and other agents as required to accomplish the purposes of this
Agreement. If either party learns of an actual or potential unauthorized use or
disclosure of the other party's confidential information, such party will
promptly notify the other party and, at such other party's request, provide such
other party with reasonable assistance to recover the confidential information
and to prevent subsequent unauthorized uses or disclosures of such information.
C. LIMITATION. Neither party will have any confidentiality obligation with
respect to the confidential information belonging to or disclosed by the other
party that (i) the party independently knew or developed before receiving the
confidential information from the other party, (ii) the party lawfully obtained
from another person under no obligation of confidentiality or (iii) is or
becomes publicly available other than as a result of an act or omission of such
party or any of its employees.
8. PROPRIETARY RIGHTS
A. LICENSED WORKS. MSI acknowledges and agrees that (i) all patents,
copyrights, trade secrets and other proprietary rights in or to the Licensed
Works are and will remain the exclusive property of Licensor and (ii) MSI will
not acquire any right in or to the Licensed Works, except as contemplated in
this Agreement.
B. DEVELOPMENTS. Licensor acknowledges and agrees that (i) all patents,
copyrights, trade secrets and other proprietary rights in or to MSI
Improvements, the APIs and MSI's
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Chemistry Backplane will be and remain the exclusive property of MSI and (ii)
Licensor hereby assigns any right that it may now or in the future possess in
such items to MSI.
C. TRADEMARKS. Licensor acknowledges and agrees that (i) MSI may
distribute, support and maintain the Works under the trademarks, service marks,
trade name, logos, words or symbols that MSI deems appropriate and (ii) MSI will
not be obligated to expressly attribute authorship of the Licensed Works to
Licensor, except as MSI may deem appropriate. MSI intends to attribute
authorship of the Licensed Works to Licensor in the reference manuals
distributed with the Works.
D. FURTHER ASSURANCE. At either party's request, the other party will cause
the execution of the instruments that may be appropriate to give full legal
effect to this Section 8.
9. TERMINATION
A. TERM. This Agreement will become effective, as of the date first set
forth above, upon its execution by MSI and Licensor. This Agreement will remain
in effect thereafter for a period of [*] unless terminated under this Section.
Within a reasonable period in advance of the expiration date, the parties will
enter into negotiations in good faith over a renewal on whatever terms are
permissible under the then prevailing laws of the United Kingdom and, to the
extent applicable, the European Community.
B. TERMINATION BY LICENSOR. Licensor will have just cause to terminate this
Agreement immediately upon notice to MSI, without judicial or arbitral notice or
resolution, if MSI breaches any material obligation hereunder and fails to cure
such breach within thirty (30) days after Licensor presents written notice of
its demand for such cure.
C. TERMINATION BY MSI. MSI will have just cause to terminate this Agreement
immediately upon notice to Licensor, without judicial or arbitral notice or
resolution, if (i) any warranty set forth in Section 6(a) is breached, (ii)
Licensor breaches any material obligation under this Agreement and fails to cure
such breach within thirty (30) days after MSI presents written notice of its
demand for such cure, (iii) upon thirty (30) days prior written notice following
MSI's determination that its proposed distribution of the Works may not be
conducted in a commercially reasonable manner in the U.S., Canada and other
countries without infringing the Patent Rights, or (iv) upon thirty (30) days
prior written notice if within a reasonable period of time following execution
of this Agreement neither Licensor nor MSI has obtained for MSI, on terms
acceptable to MSI, the right to distribute the parallelized version of the
Licensed Works from the EPCC. In the event of a determination pursuant to clause
(iii) above, MSI and Licensor may also elect to renegotiate in good faith this
Agreement and the Consulting Agreement to provide MSI with the right to
distribute the Works in countries where such distribution would not infringe the
Patent Rights, but on mutually acceptable terms and conditions different from
those set forth in this Agreement and the Consulting Agreement. Similarly, in
the event the license described in clause (iv) above has not been obtained for
MSI from EPCC, MSI and Licensor may elect to renegotiate in good faith this
Agreement and the Consulting Agreement on mutually acceptable terms and
conditions different from those set forth in this Agreement and the Consulting
Agreement. MSI may also terminate this Agreement for convenience, without
judicial or arbitral notice or resolution, upon no less than ninety (90) days
prior notice to Licensor.
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* CONFIDENTIAL TREATMENT REQUESTED.
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10. CONSEQUENCES OF TERMINATION
A. TERMINATION OF LICENSE . Upon termination of this Agreement, (i) all
rights and obligations of MSI and Licensor hereunder will immediately cease,
(ii) MSI will promptly pay all Royalties that may be due and outstanding, (iii)
MSI will promptly destroy all copies of the Licensed Works and confidential
information belonging to Licensor within MSI's possession other than such items
that MSI may require to fulfill its ongoing maintenance and support obligations
to customers of the Works, and (iv) Licensor will promptly destroy all copies of
the MSI Improvements and confidential information belonging to MSI within
Licensor's possession.
B. SURVIVAL. The termination of this Agreement for any reason will not
affect the validity of the licenses that MSI may have previously granted to
customers with respect to the Works, directly or through other persons. The
provisions of Sections 6, 7, 8, 10, 18 and 19 will survive the termination of
this Agreement for any reason.
11. INDEPENDENT PARTIES
MSI and Licensor are independent persons. Nothing in this Agreement will be
construed to make one party an agent, employee, franchisee, joint venturer,
partner or legal representative of the other party.
12. FORCE MAJEURE
Neither party will be liable for any failure or delay in performing an
obligation under this Agreement that is due to causes beyond its reasonable
control, such as natural catastrophes, governmental acts or omissions, laws or
regulations, labor strikes or difficulties, transportation stoppages or
slowdowns or the inability to procure parts or materials.
13. NOTICES
Any notice, approval or other communication required or permitted under
this Agreement will be given in writing and will be sent by telex, telefax,
courier or registered airmail, postage prepaid, to the address specified below
or to any other address that may be designated by prior notice. Any such notice
or other communication will be deemed effective upon receipt.
If to MSI: If to Xx. Xxxxx: If to Lynxvale Ltd.
Molecular Simulations Inc. Dr. Xxxxxxx Xxxxx Lynxvale Ltd.
16 New England Executive Park 000 Xxxxxx Xxxxxx 00 Xxxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000 Xxxxxxxxx XX0 0XX Xxxxxxxxx XX0 0XX
Attn: Corporate Counsel England England
Telephone: (000) 000-0000 Telephone: 00 000 000 000 Telephone: 00 000 000 000
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Telefax: (000) 000-0000 Telefax: 44 223 337 356 Telefax: 44 000 000 000
14. ASSIGNMENT
Except as otherwise contemplated above, neither party may assign or
otherwise transfer this Agreement or any of its rights or obligations without
the other party's prior approval. Any attempt to do so without the other party's
approval will be void. Notwithstanding the foregoing, MSI may assign this
Agreement or any of its rights or obligations, upon notice to Licensor, to (i)
an affiliated company or (ii) an unaffiliated company pursuant to a sale of
substantially all of MSI's assets to, or merger or other consolidation of MSI
with, such party or any of its operating divisions.
15. WAIVER, AMENDMENT, MODIFICATION
Any waiver, amendment or other modification of this Agreement will not be
effective unless in writing and signed by the party against whom enforcement is
sought.
16. SEVERABILITY
If any provision of this Agreement is held to be unenforceable, in whole or
in part, such holding will not affect the validity of the other provision of
this Agreement.
17. INTERPRETATION
The terms that are defined in this Agreement may be used in the singular or
the plural, as the context requires. "Days" means calendar days, unless
otherwise specified. "Person" means an individual, partnership, company,
corporation or other legal entity, as the context requires. "Agreement" means
this Agreement and all of its Exhibits. Headings are intended only for reference
purposes.
18. ARBITRATION
A. GENERAL. Any controversy or claim arising out of or relating to this
Agreement or the existence, validity, breach or termination thereof, whether
during or after its term, will be finally settled by compulsory arbitration in
accordance with the Rules of the London Court of International Arbitration, as
modified or supplemented under this Section 18.
B. PROCEEDING. The arbitration proceeding will take place in London,
England and will be conducted in the English language. The arbitration panel
will consist of three arbitrators, one arbitrator appointed by each party and a
third neutral arbitrator appointed by the two arbitrators appointed by the
parties. The arbitration panel will conduct its proceedings during a period not
to exceed one hundred eighty (180) days commencing as of the date the
arbitration is initiated.
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C. AWARD. The award of the arbitrators will be the exclusive remedy of the
parties for all claims, counterclaims, issues or accountings presented or plead
to the arbitrators. The award will (i) be granted and paid in U.S. Dollars
exclusive of any tax, deduction or offset and (ii) include interest from the
date of breach or other violation of the Agreement until the award is fully
paid, computed at the then-prevailing London Inter-Bank Offered Rate (LIBOR) .
Judgment upon the award of the arbitrators may be entered in any court that has
jurisdiction thereof. Any additional costs, fees or expenses incurred in
enforcing the award of the arbitrators will be charged against the party that
resists its enforcement.
D. INJUNCTION. Nothing in this Section will prevent either party from
seeking injunctive relief against the other party from any competent court or
other authority pending the resolution of a controversy or claim through
arbitration.
19. GOVERNING LAW
This Agreement will be governed by and interpreted in accordance with the
laws of England. MSI and Licensor exclude the United Nations Convention on
Contracts for the International Sale of Goods from this Agreement.
20. ENTIRE AGREEMENT
This Agreement, its Exhibits and the Consulting Agreement constitute the
complete and entire statement of all terms, conditions and representations of
the agreement between MSI and Licensor with respect to its subject matter and
supersedes all prior discussions, commitments or agreements related thereto,
whether written or oral.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS THEREOF, Xx. Xxxxx executes this Agreement, and MSI and Lynxvale
Ltd. each causes this Agreement to be executed by its duly authorized
representative identified below.
MOLECULAR SIMULATIONS INC. XXXXXXX X. XXXXX
("MSI") ("LICENSOR")
By: /s/ Xxxxxxx Xxxxxxx By: /s/ X.X. Xxxxx
----------------------------- -----------------------------
Name: X. Xxxxxxx Name: X.X. Xxxxx
--------------------------- ---------------------------
Title: Vice President Title: Dr.
-------------------------- --------------------------
Date: 9 Aug. 94 Date: 30 Aug. 94
--------------------------- ---------------------------
LYNXVALE LTD.
("LICENSOR")
By: /s/ X.X. Xxxxxxxx
-----------------------------
Name: X.X. Xxxxxxxx
---------------------------
Title: Director
--------------------------
Date: 29-7-94
---------------------------
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ACKNOWLEDGMENT
I, Xx. X. X. Xxxxxxxx, an authorized representative of the University of
Cambridge ("University"), hereby represent and warrant that (i) I have read and
understood the Distribution License Agreement dated __, 1994 between Xxxxxxx X.
Xxxxx, Lynxvale Ltd. and Molecular Simulations Incorporated and (ii) in the name
and on behalf of the University, I hereby ratify and agree to this Agreement,
particularly section 6(a).
UNIVERSITY OF CAMBRIDGE
("University")
By: /s/ X. X. Xxxxxxxx
---------------------------------
Name: X. X. Xxxxxxxx
-------------------------------
Title: Director of Industrial Liaison
------------------------------
Date: 29-7-94
-------------------------------
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EXHIBIT A
ORIGINAL WORKS
Original Works
1. Cambridge Sequential Total Energy Package ("CASTEP")
2. Cambridge-Edinburgh Total Energy Package ("CETEP")
3. Real space pseudopotential transform program
Description of the Original Works
1. CASTEP is a software package, including data and documentation, for
performing ab-initio quantum mechanical calculations by density functional
theory methods. Latest version of the package is version 3.2. Capabilities of
the package include:
- Calculation of total energies and derivatives for configurations of atoms and
molecules
- Calculation of electron densities
- Use of pseudopotentials in either reciprocal or real space form
- Energy minimization
- Molecular dynamics
- Calculations with symmetry
- Calculation of band structures
CASTEP includes a pseudopotentials database. This is a set of files containing
reciprical-space pseudopotentials for a range of elements of the periodic table.
These potentials are a required input for the CASTEP and CETEP packages.
2. CETEP is a version of CASTEP that is optimized for distributed memory
parallel computers. Examples of such computers include Meiko CS and Intel i-860
computers. Functionalities and content of CETEP are similar to those of CASTEP.
3. The real-space pseudopotential transform program is a program that
generates real-space pseudopotentials from reciprical-space pseudopotentials.
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EXHIBIT B
PERFORMANCE WARRANTY
Licensor will ensure that the Program remains commercially viable as follows:
(i) enables published work to be reproduced
(ii) performs in accordance with its documentation
