Exhibit 10.15
DOUBLETWIST, INC.
DISTRIBUTION AGREEMENT
This agreement ("Agreement") dated the 29th day of September, 2000
("Effective Date") is by and between DoubleTwist, Inc. ("DoubleTwist")
having its principal offices at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇, and Hitachi, Ltd., including its subsidiaries and affiliates in
which 50% or more of the stock is directly or indirectly controlled by
Hitachi, Ltd. ("Hitachi") having it principal offices at 6, ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇
▇-▇▇▇▇▇, ▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇, ▇▇▇-▇▇▇▇ ▇▇▇▇▇.
1. PURPOSE. The purpose of this Agreement is to set forth the terms and
conditions pursuant to which Hitachi will market and distribute DoubleTwist
software and/or database products described on Exhibit A attached hereto
and made a part hereof ("Licensed Product(s)").
2. DEFINITIONS.
(a) All terms defined in the Product Description shall have the meanings
therein ascribed to them for purposes of this Agreement.
(b) "End Users" shall be defined as current and future Hitachi customers
which are headquartered in the Region (as defined hereinbelow) and
which purchase a Licensed Product from Hitachi or a Third Party
Distributor.
(c) "Updates" shall be defined as generally available revisions to Licensed
Product released from time to time by DoubleTwist.
(d) "Upgrade" shall be defined as the license of a) a more expensive
Licensed Product, or b) a Licensed Product with additional features,
by End Users.
(e) "Licensed Product" shall be defined as those DoubleTwist products
described in Exhibit A, as may be amended from time to time.
(f) "DoubleTwist Documentation" shall be defined as the user manuals and
similar materials customarily supplied by DoubleTwist to End Users.
(g) "Third Party Software" shall be defined as any coding system or other
component supplied by a third party and accessible through or used with
a Licensed Product, which Software may change from time to time. Third
Party Software associated with a particular Licensed Product shall be
described in the relevant Order Attachment.
(h) "Region" shall be defined as the following countries: Japan, China,
Nepal, Myanmar, Laos, Thailand, Kampuchea (Cambodia), Vietnam, North
Korea, South Korea, Malaysia, Philippines, Indonesia, Taiwan,
Singapore, Bhutan, Mongolia, New Guinea, Australia and New Zealand.
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THE SYMBOL "*******" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
(i) "Third Party Distributor" shall be defined as an entity selected by
Hitachi which shall be granted, in a writing signed by DoubleTwist and
Hitachi containing terms and conditions substantially the same as those
in this Agreement, the right to distribute the Licensed Product, and
DoubleTwist Documentation or Hitachi Documentation, directly to End
Users.
(j) "Master Subscription Agreement" and "Order Attachment" shall be defined
as the document described in Exhibit D which may be amended by
DoubleTwist from time to time.
3. GRANT OF RIGHTS.
(a) Subject to execution of this Agreement by Hitachi on or before
September 29, 2000 and payment of the Distribution Fees by Hitachi to
DoubleTwist as provided in Exhibit B hereto, DoubleTwist grants to
Hitachi during the Term a personal, exclusive, non-transferable,
royalty-free right to market, sublicense distribution rights to Third
Party Distributors and distribute, solely to Third Party Distributors
and End Users in the Region, software packages comprising a Licensed
Product, subject to the terms and conditions of this Agreement. Hitachi
shall not transfer any Licensed Product other than in the form
described in Exhibit A. Subject also to the provisions of this section
3(a), DoubleTwist grants Hitachi the right to provide virtual private
network ("VPN") access by End Users to the Licensed Product running on
computer equipment at Hitachi facilities.
(b) Subject to thirty (30) days advanced review and approval by
DoubleTwist, DoubleTwist grants Hitachi an exclusive, non-transferable,
royalty-free right (i) to use, make copies of and translate into the
Japanese language ("Hitachi Documentation") the DoubleTwist
Documentation for marketing, distribution, service and support of
Licensed Product and (ii) to furnish such documentation to Third Party
Distributors and End Users in connection with Hitachi's distribution of
Licensed Products, and maintenance and support thereof. Hitachi shall
own all right, title and interest to the Hitachi Documentation,
provided that Hitachi shall not preclude any other entity or person
acting on DoubleTwist's behalf from copying, distributing or
translating the DoubleTwist Documentation.
(c) DoubleTwist further grants Hitachi during the Term the right to use and
distribute the DoubleTwist trademarks and logos, as provided by
DoubleTwist a copy of which is attached as Exhibit C, as related to
Hitachi's marketing efforts for the Licensed Product, which includes
but is not limited to brochures and advertisements. DoubleTwist also
grants to Hitachi for the Term the right to manufacture and distribute
seminar and tradeshow giveaway items ("Giveaway Items"), subject to
DoubleTwist's prior approval of each such item, which items display a
DoubleTwist trademark or logo.
(d) DoubleTwist reserves all other rights to the Licensed Products which
are not expressly specified in this Agreement.
4. DUTIES OF DOUBLETWIST
(a) Upon DoubleTwist's receipt of a purchase order from Hitachi,
DoubleTwist shall make available to Hitachi or End User a copy of the
Licensed Product and associated DoubleTwist Documentation and/or ID
code and password to access Licensed Product from DoubleTwist's web
site, as specified in the relevant Order Attachment. Hitachi shall have
thirty (30) days in which to inspect the Licensed
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Products to determine if they comply with the specifications contained
in DoubleTwist Documentation. If Hitachi has not informed DoubleTwist
of any failure of the Licensed Product within thirty (30) days of
Hitachi's receipt, the Licensed Products shall be deemed accepted
("Acceptance Date").
(b) DoubleTwist shall provide five (5) days training for marketing,
distribution and installation of the Licensed Product. Hitachi
employees shall be trained at DoubleTwist's principal offices without
charges or, at Hitachi's election, at another site subject to Hitachi's
reimbursement to DoubleTwist of all reasonable travel and accommodation
expenses related to such training. DoubleTwist shall, without charge
and during DoubleTwist's regular business hours, reply to questions
from Hitachi regarding the operation and maintenance of the Licensed
Product, by telephone, mail and E-mail, necessary for Hitachi's
distribution, installation, maintenance, and support of the Licensed
Product.
(c) DoubleTwist will be responsible for providing to Hitachi and
maintaining Updates to the Licensed Product without charge. Updates
will be Licensed Product-specific and their frequency will be
determined solely by DoubleTwist.
(d) DoubleTwist will provide, without charge, back-up support and
maintenance of Licensed Product to Hitachi related to the appropriate
use, error correction, and contents of the Licensed Products, to the
same extent that DoubleTwist provides such support for its products
generally. Upon any termination of this Agreement, DoubleTwist or an
entity designated by DoubleTwist will provide support and maintenance
of Licensed Product to End Users according to the standard DoubleTwist
Maintenance and Support Policy in effect at such time at no cost to
Hitachi.
(e) DoubleTwist shall collaborate with and provide reasonable
assistance to Hitachi to market the Licensed Products in the Region,
including but not limited to participation in Hitachi-sponsored
seminars, meetings with customers, Third Party Distributors and End
Users, and executive meetings between the parties.
5. DUTIES OF HITACHI
(a) Hitachi will be responsible for installation and on-going front
line support and maintenance of Licensed Product for End Users.
(b) Hitachi will be responsible for notifying DoubleTwist in writing of
orders it receives for Licensed Products, per Section 7(a).
(c) Hitachi will provide best efforts marketing services for the
Licensed Product.
(d) Hitachi will provide to DoubleTwist, and update in a timely manner,
a listing of Third Party Distributor and End Users including the
contact name, organization name, address, phone number, e-mail address
and Licensed Product. DoubleTwist's use of Third Party Distributor and
End User information will be strictly limited to DoubleTwist's
marketing and support activities. Such information shall constitute
"Confidential Information" for purposes of Section 8, hereinbelow.
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(e) During the Term, and in the event of any breach or termination of
this Agreement by Hitachi before the end of the Term ******* from the
date of such breach or termination, Hitachi shall not ******* during
the Term or any extension of the Term.
6. END USER LICENSE TERMS
(a) Hitachi agrees that the use of the Licensed Product by End Users
will be subject to the terms and conditions of the applicable
DoubleTwist Master Subscription Agreement and relevant Order Attachment
in substantially the form as attached hereto as Exhibit D.
(b) DoubleTwist shall, after the first anniversary of the Effective
Date, have the right, at its sole discretion, to increase the Standard
List Price of the Licensed Product. DoubleTwist shall notify Hitachi
within thirty (30) days of any such change, and Hitachi shall have an
additional sixty (60) days from such notification to institute such
price change within Region.
(c) Hitachi shall, in addition to the other amounts payable under this
Agreement, pay all sales and other taxes, federal, state, or otherwise,
however designated, which are levied or imposed by reason of the
transactions contemplated by this Agreement, except taxes related to
the income of or the employees of DoubleTwist.
(d) Hitachi agrees to notify End Users of the requirement to license
Third Party Software for use with the Licensed Product. Notwithstanding
any other provision of this Agreement, DoubleTwist shall have no
liability and makes no warranty with regard to any such Third Party
Software, and shall have no responsibility to procure or otherwise make
available to End User such Third Party Software. DoubleTwist shall
notify Hitachi in the event of any change in Third Party Software for
each Licensed Product.
7. PAYMENT TERMS AND RECORD KEEPING
(a) Within ten (10) days of the end of each calendar month, Hitachi shall
provide DoubleTwist with a report ("Monthly Report"), which shall
detail the following items:
i. A listing of the number and type of Licensed Products distributed
by Hitachi to End Users during the previous calendar month; and
ii. The number of returns or rejections, if any, of the Licensed
Product that occurred during the previous calendar month.
(b) The Monthly Report described in Section 7 (a) shall be certified as
correct by an officer of Hitachi. Hitachi shall keep accurate and
correct records of distributions of Licensed Product as is appropriate
to determining the amount due DoubleTwist under this Agreement. Copies
of these records shall be retained by Hitachi ("Hitachi Records") for
at least three (3) years following a given month and shall be made
available at Hitachi's principal office during normal business hours
for inspection once each calendar year by DoubleTwist or its authorized
representative, for the sole purpose of verifying reports and payments
made under this Agreement. DoubleTwist shall notify Hitachi in writing
more than sixty (60) days prior to the date of such inspection.
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(c) In the event that it is determined that Hitachi has inadvertently
underreported in excess of five percent (5%) of the amounts due
DoubleTwist, then in addition to the amount due DoubleTwist by Hitachi
from such under-reporting, Hitachi shall also reimburse DoubleTwist the
reasonable cost of such inspection of Hitachi's records. Following such
underreporting, DoubleTwist shall have the right to inspect Hitachi
Records once every six (6) months during the term of the Agreement, and
in the event a subsequent underreporting in excess of five percent (5%)
is discovered, Hitachi shall reimburse DoubleTwist the reasonable cost
of each such inspection.
8. CONFIDENTIALITY
(a) For the purposes of this Agreement, "Confidential Information"
means that information disclosed by each party to the other party, that
is related to, but is not limited to, the terms and conditions of this
Agreement, the existence of the discussions between the parties, trade
secrets of each party, any nonpublic information relating to each
party's product plans, designs, ideas, concepts, costs, prices,
finances, marketing plans, business opportunities, personnel, research,
development or know-how and any other nonpublic technical or business
information of each party. Confidential Information does not, however,
include information that: (a) is now or subsequently becomes generally
available to the public through no fault or breach on the part of the
receiving party; (b) the receiving party can demonstrate to have had
rightfully in its possession without an obligation of confidentiality
prior to disclosure hereunder; (c) is independently developed by the
receiving party without the use of any Confidential Information of the
disclosing party as evidenced by written documentation; or (d) the
receiving party rightfully obtains from a third party who has the right
to transfer or disclose it and who provides it without a
confidentiality obligation.
(b) The Confidential Information is provided for the purposes of
facilitating the distribution of DoubleTwist's bioinformatics products
or projects (the "Business Purpose"). The receiving party will not
disclose, publish or disseminate Confidential Information to anyone
other than those of its employees who need to know for the Business
Purpose, and the receiving party will take reasonable precautions to
prevent any unauthorized use, disclosure, publication or dissemination
of Confidential Information. The receiving party accepts Confidential
Information for the Business Purpose and in connection with the
business discussions regarding the Business Purpose hereunder. The
receiving party will not use Confidential Information other than for
the Business Purpose for its own or any third party's benefit without
the prior written approval of an authorized representative of the
disclosing party in each instance. If the receiving party receives
notice that it may be required or ordered by any judicial or
governmental entity to disclose Confidential Information of the
disclosing party, it will take all necessary steps to give the
disclosing party sufficient prior notice in order to contest such
requirement or order.
9. INDEMNIFICATION.
(a) DoubleTwist represents and warrants to Hitachi that the Licensed
Products were developed or licensed by DoubleTwist and, *******.
(b) DoubleTwist shall indemnify, defend and hold harmless Hitachi from all
costs, damages or expenses (including attorney's fees) which may be
finally assessed in any action resulting from a claim that
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*******; provided that (1) Hitachi shall give DoubleTwist prompt
written notice of any such action, claim or threat of suit (2)
DoubleTwist shall take over, settle or defend such action, claim or
suit through counsel of DoubleTwist's choice and under DoubleTwist's
sole direction, and 3) Hitachi shall cooperate fully with DoubleTwist
in connection with such action, claim or suit.
(c) Hitachi shall indemnify, defend and hold harmless DoubleTwist from
all costs, damages or expenses (including attorney's fees) which may be
finally assessed in any action resulting from a claim that any
statement made by Hitachi in marketing, advertising, licensing or
promoting the Licensed Product is false or misleading or for any
material breach by Hitachi of its obligations hereunder, provided that
(1) DoubleTwist shall give Hitachi prompt written notice of any such
action, claim or threat of suit; (2) Hitachi shall take over, settle or
defend such action, claim or suit through counsel of Hitachi's choice
and under Hitachi's sole direction and at Hitachi's expense; and (3)
DoubleTwist shall cooperate fully with Hitachi in connection with such
action.
(d) The foregoing provisions shall not apply to ******* not expressly
authorized in writing by DoubleTwist herein.
(e) Except for ******* covered by part Section 9 (a) and (b), Hitachi shall
indemnify and hold DoubleTwist harmless against any liability, or any
litigation cost or expense (including attorney's fees), arising out of
third party claims of any kind against DoubleTwist as a result of
Hitachi's use or distribution of the Licensed Product, Hitachi
Documentation, DoubleTwist Documentation or Giveaway Items.
10. WARRANTY
(a) DoubleTwist represents and warrants that the computer programs,
databases and/or other reports included in the Licensed Product will,
for sixty (60) days from each Acceptance Date, conform to their
then-current DoubleTwist Documentation.
(b) If defects in the Licensed Product are discovered by Hitachi,
DoubleTwist agrees ******* .
(c) EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THERE ARE NO WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
11. LIMITATION OF LIABILITY.
(a) DoubleTwist's sole liability to Hitachi for any claims,
notwithstanding the form of such claims (e.g., contract, negligence or
otherwise), arising out of errors or omissions in the Licensed Product
shall be to furnish the correct information as soon as reasonably
practicable.
(b) DoubleTwist's sole liability for claims, notwithstanding the form
of such claims (e.g., contract, negligence or otherwise), arising out
of unavailability of support or the unusability of the Licensed Product
shall be to use reasonable efforts to correct the Licensed Product as
soon as reasonably practicable.
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(c) DoubleTwist shall not be liable or deemed to be in default for any
delay or failure to perform under this Agreement resulting directly or
indirectly from any cause beyond DoubleTwist's reasonable control such
as acts of Gods, act of any governmental authority, riot, revolution,
fires or war.
(d) EXCEPT FOR ANY CAUSE COVERED BY PARAGRAPH 9, IN NO EVENT WILL
DoubleTwist BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION,
DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION LOSS OF
BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE
SALE, USE OR INABILITY TO USE THE LICENSED PRODUCT, EVEN IF DoubleTwist
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. TERM. Except as otherwise provided herein, this Agreement shall be
effective as of September 29, 2000 ("Effective Date") and shall
terminate on September 30, 2001 (the "Term"). The Term of this
Agreement shall be automatically extended for consecutive one (1) year
periods unless a party's written notice of intent to terminate is
received by the other party no later than Sixty (60) days before the
end of the then-current Term. Upon any termination of this Agreement,
Hitachi shall not have, and shall not contact or represent to any
entity in any manner that it does have, the right to provide any
information, data, software, or any other subject matter related to
Licensed Product or any other product or service of DoubleTwist.
13. TERMINATION.
(a) Notwithstanding anything to the contrary contained herein, either
party may terminate this Agreement (1) upon any material breach by the
other of its obligations under this Agreement, or (2) if the other
party shall commit an act of bankruptcy or become insolvent, by sending
such party written notice of termination which shall state the nature
of the breach. Such notice shall be effective thirty (30) days
following the date thereof, unless such breach shall have been remedied
during such thirty-day period.
(b) In addition, DoubleTwist may terminate this Agreement, and any
license granted to an End User for whom the Distribution Fee has not
been paid, if Hitachi fails to pay DoubleTwist any Distribution Fees or
taxes due hereunder.
(c) The foregoing rights and remedies shall be cumulative and in
addition to all other rights and remedies available to each party in
law and in equity.
(d) All licenses with End Users which are entered into due to Hitachi's
distribution of the Licensed Product will continue in accordance with
the terms and applicable period as provided in the applicable
DoubleTwist Master Subscription Agreement and relevant Order
Attachment.
(e) Notwithstanding anything to the contrary contained herein, the
rights and obligations set forth in Paragraphs 5(e), 6(b), 8,9 and 11
shall survive termination of this Agreement.
14. PUBLICITY. The parties agree to jointly announce the execution of this
Agreement and the general relationship covered herein, but not the
financial terms of the Agreement, and shall obtain prior written
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approval of the other in the event a party desires to make a subsequent
publication related to this Agreement.
15. MISCELLANEOUS TERMS.
(a) Each party represents to the other that this Agreement has been
executed and delivered by an authorized representative of such signing
party.
(b) The headings and captions to this Agreement are for reference only and
are not to be construed in any way as terms hereof.
(c) Unless otherwise stated, all notices required under this Agreement
shall be in writing and served by Certified mail or Registered mail,
return receipt requested, with a copy by first class mail or by
personal services and shall be deemed to have been duly given when sent
if mailed to the addressee or when received if hand delivered at the
address designated below or such subsequent address as may be
designated in writing by the respective party:
if to DoubleTwist:
DoubleTwist, Inc.
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▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Legal Counsel
if to Hitachi:
[Contract]
Software & Alliance Business Center, Procurement Division.
Hitachi Ltd.,
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Attn: Senior Manager, Software & Alliance Business Center
[Delivery]
Bioinformatic, Life Science Grp.
Hitachi, Ltd.
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Attn: Manager, Bioinformatics
[Technical]
Bioinformatic, Life Science Grp.
Hitachi, Ltd.
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Attn: Manager, Bioinformatics
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(d) If any of the provisions of this Agreement are invalid, illegal or
unenforceable under any applicable statute or rule of law, the
validity, legality or enforceability of the remaining provisions shall
not be affected or impaired thereby.
(e) This Agreement shall be interpreted in accordance with the laws of the
State of California, USA, as if performed entirely in California by
California residents.
(f) Except for assignment in conjunction with a change of control, this
Agreement shall not be assigned by either party without the written
consent of the other party. In event of assignment in conjunction with
change of control, this Agreement will bind and insure to benefit of
each party's permitted successors and assigns.
(g) DoubleTwist shall obtain any and all export licenses and/or
governmental approvals that may be required to export the Licensed
Product to Japan. Hitachi agrees that the Licensed Product may be
subject to restrictions under the export control laws and regulations
of the United States of America, including but not limited to the U.S.
Export Administration Act and the U.S. Export Administration
Regulations. Hitachi agrees not to export or re-export, directly or
indirectly, the Licensed Product in whole or in part without first
obtaining any required license or other approval from the U.S.
Department of Commerce or any other agency or department of the United
States Government.
(h) This Agreement is the entire agreement between the parties relating to
the subject matter hereof and supersedes all prior understanding,
writings, proposals, representations or communications, oral or
written, of either party. This Agreement may be amended only by an
instrument executed by the authorized representatives of both parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
DoubleTwist, Inc. Hitachi, Ltd.
By:_____________________ By:_____________________
Title:____________________ Title:____________________
Date:____________________ Date:____________________
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EXHIBIT A
LICENSED PRODUCTS
Includes the Components described below and current DoubleTwist Documentation.
Following is the Standard List Price for each Component, based on a one (1)
year term:
COMPONENT STANDARD LIST PRICE
--------- -------------------
Prophecy US$*******
Gene Forest US$*******
Genomic Viewer US$*******
▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Gold Level US$*******
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EXHIBIT B
DISTRIBUTION FEE SCHEDULE
1. Hitachi shall pay to DoubleTwist on or before October 15, 2000 a
distribution fee ("Distribution Fee") of *******, and shall pay to
DoubleTwist an additional Distribution Fee of ******* on or before April
15, 2001. Payment of such Fees shall entitle Hitachi to distribute in the
Region Components of the Licensed Product totaling ******* during the Term
based on the rates described in paragraph 2. For the first extension of the
Term Hitachi shall pay to DoubleTwist on or before October 15, 2001 a
Distribution Fee of *******, and shall pay to DoubleTwist an additional
Distribution Fee of ******* on or before April 15, 2002. Payment of such
Fees shall entitle Hitachi to distribute in the Region Components of the
Licensed Product totaling ******* during Year Two based on the then-current
Standard List Price for DoubleTwist Components. For the third and
subsequent years, the parties shall mutually agree on the applicable
Distribution Fees.
2. Based on the Standard List Price of the Component stated in Exhibit
A, licenses to the Licensed Product in Year One shall be discounted by X
percent (X%) to Hitachi under the following schedule:
X = ******* for ▇▇.▇▇▇
X = ******* for licenses to Prophecy, Gene Forest or
Genomic Viewer *******
X = ******* for licenses to Prophecy, Gene Forest or
Genomic Viewer *******
X = ******* for license of any product to *******
For clarity, and by example only, for each Prophecy license ******* in
Year One, ******* shall be counted against the Distribution Fee.
3. For each Licensed Product distributed by Hitachi after distribution
of the Components to which Hitachi is entitled by payment of the
Distribution Fee described in paragraph 1, above, Hitachi shall pay to
DoubleTwist a Distribution Fee equal to the then-current Standard List
Price minus the discount rate as specified in paragraph 2, above, which
amount shall be due and payable to DoubleTwist within thirty (30) days of
distribution of Licensed Product to End User.
4. Unless this Agreement is terminated before the end of the Term, all
Licensed Product licensed in the Region during the Term shall be
attributable to Hitachi, and to the extent Hitachi is asked by DoubleTwist
to participate and does participate in any license of a Licensed Product
outside of the Region, Hitachi and DoubleTwist shall confer and agree on
the portion of the license fee actually received by DoubleTwist that shall
be allotted to Hitachi based on such participation.
5. Hitachi America, Ltd. ("HAL") will act as a disbursement agent of
Hitachi. Notices and invoices to HAL shall be delivered or addressed to:
Hitachi America, Ltd.
Procurement and Technical Service Division
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Attn: Purchasing Manager
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