SUBLICENSE AGREEMENT
This Sublicense Agreement (the "Sublicense Agreement"), dated as of
August 19, 2002 is made by and among FRESCO Index Shares Funds (the
"Sublicensee"), STOXX Limited (the "Licensor"), and UBS AG (the "Licensee" or
"Sublicensor").
W I T N E S S E T H :
WHEREAS, pursuant to that certain License Agreement dated as of March
22, 2002 by and between Licensor and Licensee (the "License Agreement"),
Licensor has granted Licensee a license to use certain intellectual property
rights of Licensor and/or Dow Xxxxx (as further defined in the License
Agreement, the "Intellectual Property") in connection with the issuing, listing
for trading, marketing and promotion of certain financial products (as further
defined in the License Agreement, the "Products");
WHEREAS, Sublicensee wishes to issue, list for trading, market and/or
promote, as the case may be, the Products and to use and refer to the
Intellectual Property (limited to the indexes and trademarks listed on Appendix
A hereto) in connection therewith; and
WHEREAS, all capitalized terms used herein shall have the meanings
assigned to them in the License Agreement unless otherwise defined herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, the parties hereto agree as follows:
1. License. Pursuant to Section 1 of the License Agreement,
Sublicensor hereby grants to Sublicensee a non-exclusive and non-transferable
sublicense to use the Intellectual Property in connection with the issuance,
trading, marketing and promotion of the Products.
2. The Sublicensee acknowledges that it has received and read a copy
of the License Agreement and agrees to be bound by all the provisions thereof,
including, without limitation, those provisions imposing any obligations on the
Licensee (including, without limitation, the indemnification obligations in
Section 9, but only insofar as such obligations arise out of or relate to the
Products to be issued by the Sublicensee, except to the extent that any such
obligations are caused, directly or indirectly, by the negligence or willful
misconduct of Licensee or its affiliates or any of their respective officers,
directors, employees or agents), other than the obligation to pay the License
Fees imposed by Section 3 of the License Agreement, which shall be paid by
Licensee.
3. Sublicensee agrees that its obligations under the License Agreement
pursuant to Section 2 of this Sublicense Agreement are as a principal and shall
be unaffected by any defense or claim that Licensee may have against Licensor.
4. This Agreement shall be interpreted, construed and enforced in
accordance with the laws of Switzerland without reference to or inclusion of the
principles of choice of law or conflicts of law of that jurisdiction. It is the
intent of the parties that the substantive law of Switzerland govern this
Agreement and not the law of any other
jurisdiction incorporated through choice of law or conflicts of law principles.
Each party agrees that any legal action, proceeding, controversy or claim
between the parties arising out of or relating to this Agreement may be brought
and prosecuted exclusively in the court of the Canton Zurich, and by execution
of this Agreement each party hereto submits to the exclusive jurisdiction of
such court and waives any objection it might have based upon improper venue or
inconvenient forum.
5. The Sublicensee may use the Intellectual Property in connection
with its name and its business only for so long as this Agreement or any
extension, renewal or amendment hereof remains in effect. At such time as this
Agreement shall no longer be in effect, the Sublicensee shall cease to use the
Intellectual Property. In no event shall the Sublicensee use the Intellectual
Property if an affiliate of Sublicensor no longer acts as investment adviser to
Sublicensee. In the event that this Agreement shall no longer be in effect or an
affiliate of Sublicensor no longer acts as investment adviser to Sublicensee,
the Sublicensee shall use its best efforts to legally change its name by filing
the required documentation with appropriate state and federal agencies and shall
otherwise cease to use the Intellectual Property.
IN WITNESS WHEREOF, the parties hereto have executed this Sublicense
Agreement as of the date first set forth above.
SUBLICENSEE
/s/ Xxxxx X. Xxxxxxxxxx
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By: Xxxxx X. Xxxxxxxxxx
Title: Secretary
UBS AG
/s/ Xxxxxx Xxxxx
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By: Xxxxxx Xxxxx
Title: Managing Director
/s/ Xxxxxxx X. Xxx
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By: Xxxxxxx X. Xxx
Title: Associate Director
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STOXX LIMITED
/s/ Xxxxx Xxxxx
------------------------------
By: Xxxxx Xxxxx
Title: Managing Director
/s/ Xxxxx X. Xxxxx
------------------------------
By: Xxxxx X. Xxxxx
Title: Regional Director
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