Agreement Number: Zion01Confidentiality Agreement • October 14th, 2008 • International Business Machines Corp • Computer & office equipment
ILOG SA (ILOG) and International Business Machines Corporation (IBM) agree that the following terms and conditions apply when one of the parties (Discloser) discloses Confidential Information to the other (Recipient) under this confidentiality agreement (the “Agreement”). ILOG IBM agree that our mutual objective under this Agreement is to provide appropriate protection for Confidential Information while maintaining our ability to conduct our respective business activities. The information to be disclosed under this Agreement is in connection with the proposed business transactions including discussions relating to intellectual property licensing, asset acquisition or other strategic arrangements including financial, business, legal, accounting, commercial and merchandising plan information, proposed term sheets and other material relating to debt and corporate structure (“Confidential Information”).
LETTER AGREEMENTLetter Agreement • October 14th, 2008 • International Business Machines Corp • Computer & office equipment
In connection with a potential proposal for an acquisition of ILOG S.A. (“Target”) by International Business Machines Corporation or one of its subsidiaries (“Acquirer”) at a proposed transaction value equal to 10 Euro per outstanding ordinary share of Target, Target has expressed its willingness to work in good faith towards such a proposal and stated that it would like such a proposal to lead to a transaction with Acquirer and that it is not currently in discussions with any other party regarding a possible transaction. Accordingly, in order that Target and Acquirer can work towards such a proposal and such other terms and conditions as the Target and Acquirer may agree upon, Target and Acquirer hereby agree as follows:
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • October 14th, 2008 • International Business Machines Corp • Computer & office equipment
