EXHIBIT 10.1
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ARTIFICIAL LIFE, INC. HAS OMITTED FROM THIS EXHIBIT 10.1 PORTIONS OF THE LICENSE
AGREEMENT FOR WHICH ARTIFICIAL LIFE, INC. HAS REQUESTED CONFIDENTIAL TREATMENT
FROM THE SECURITIES AND EXCHANGE COMMISSION. THE PORTIONS OF THE AGREEMENT FOR
WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED HAVE BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.
AGREEMENT
by and between
ARTIFICIAL LIFE, INC.
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▇▇▇▇▇ ▇▇▇▇
▇▇▇, ▇▇, ▇▇▇▇▇
▇▇▇
(hereinafter referred to as "ARTIFICIAL LIFE")
and
[ ]
[ ]
[ ]
[ ]
(hereinafter referred to as "[ ]")
and
ESCROW EUROPE (SWITZERLAND) AG
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▇▇-▇▇▇▇ ▇▇▇
(hereinafter referred to as "ESCROW EUROPE")
1. PREAMBLE
As of the dates September 18/28, 2000, the parties entered into an agreement
with regard to software production and software licensing as well as various
supplemental agreements (all together referred to hereinafter as "09/2000
Agreement") in connection with the "[ ] Project."
The parties hereby agree as follows:
2. OBJECT OF THE AGREEMENT
2.1. OBJECT OF PURCHASE
According to sub-clause 2.1 of the 09/2000 Agreement, Artificial Life developed
certain software or had it developed under subcontract for the "[ ]" Project and
is the sole owner of this software (hereinafter: "ALife [ ] Software"). The
ALife [ ] Software consists of (a) certain modules of Alife [ ] (TM) Software,
(b) software especially developed for [ ] (hereinafter referred to as: "[ ]
Software"), and (c) standard modules of the [ ] fur [ ] mbH, [ ]. Artificial
Life granted a license to [ ] for the ALife [ ] Software.
Upon the signing of this Agreement and the receipt of the purchase price
according to sub-clause 2.3, Artificial Life hereby sells to [ ] to the [ ]
Software, in particular [ ] ([ ]) and [ ] (lit. b), as well as [ ]license to [
], [ ] and [ ] the module (however, not to market and sub-license it) of the
Alife [ ] Software (lit. a). Excluded is the standard module of [ ] fur [ ] mbH,
[ ], according to License Agreement [ ]-LV-ic-2000-01-1 dated October 18/25,
2000 (lit. c).
2.2. PROPERTY
Upon the signing of this Agreement and the receipt of the purchase price
according to sub-clause 2.3, [ ] to the [ ] Software according to sub-clause
2.1, in particular [ ] ([ ]) and [ ], shall be transferred entirely to the sole
ownership of [ ]. Accordingly, [ ] is entitled to [ ] of [ ]and [ ] of the [ ]
Software.
Artificial Life confirms and warrants that, with the acquisition of the rights
to the [ ] Software according to sub-clause 2.1, [ ] rights to the [ ] Software
are transferred to [ ].
Otherwise, Artificial Life makes no further warranties with regard to the [ ]
Software.
2.3 PURCHASE PRICE
The purchase price of the [ ] Software according to sub-clause 2.1 amounts to
USD 1,000,000 (one million US dollars).
The purchase price must be paid in accordance with the terms of sub-clause 2.4.
With the remittance of the amount of USD 1,000,000 pursuant to the terms of sub-
clause 2.4, [ ] will have discharged its debt and all claims of Artificial Life
against [ ] will have been settled.
2.4 PAYMENT OF THE PURCHASE PRICE / TRANSFER OF THE ALIFE [ ] SOFTWARE
[ ] agrees and engages, within 24 hours of receiving a legally signed Agreement,
to remit the purchase price pursuant to the terms of sub-clause 2.3 to Escrow
Europe, Account No. [ ] with the Zuger Katonalbank, CH-6300 Zug, Clearing No.
[ ]. Upon receipt of the legally signed Agreement, [ ] will request Escrow
Europe to release the ALife [ ] Software without delay.
As the owner of the ALife [ ] Software, Artificial Life authorizes Escrow
Europe, upon transfer of the purchase price to Artificial Life according to sub-
clause 2.3, to release to [ ] the software deposited with Escrow Europe under
the escrow deposit receipt dated December 15, 2000 (Deposit number: [ ])
and escrow deposit receipt (Deposit number: [ ], [ ] 1.1), as supported
by the Escrow Agreement dated [month?] 13/28, 2000 / January 8, 2001
(hereinafter referred to as "Escrow Agreement"), although the preconditions
according to clause 5 of the Escrow Agreement are not met and without it being
necessary to comply with the formalities according to clause 5 of the Escrow
Agreement.
Escrow Europe hereby states that it will recognize a legally signed copy of this
Agreement as a surrender document for the deposited ALife [ ] Software,
including the associated materials, and that it will surrender the ALife [ ]
Software deposited with it by virtue of the Escrow Agreement, including the
associated materials, to [ ].
The parties have agreed to wind up this Agreement as follows:
Pursuant to the terms of sub-clause 2.3, Escrow Europe will remit the purchase
price to Artificial Life, Account No. [ ], bank routing number: [ ], at the
Boston Private Bank, immediately after [ ] has acknowledged receipt of the ALife
[ ] Software, including the associated materials. Escrow Europe may not release
the software before it receives said acknowledgement of receipt.
Escrow Europe is charging CHF 3, 000.00 (0.3 % of the purchase price) to wind up
this Agreement, plus the related expenses incurred (for shipping, bank fees,
etc.). [ ] and Artificial Life shall each pay one-half of the costs arising for
Escrow Europe in connection with winding up this Agreement. As regards
Artificial Life's share of the costs, Escrow Europe is authorized, pursuant to
the terms of sub-clause 2.3, to charge this sum to the purchase price before the
latter is passed on to Artificial Life. Escrow Europe will ▇▇▇▇ [ ] for its
share of the costs.
2.5. GENERAL RELEASE
Upon payment of the purchase price pursuant to sub-clause 2.3. to the account of
Artificial Life and the transfer of the ALife [ ] Software to [ ], all claims of
Artificial Life against [ ] and of [ ] against Artificial Life shall have been
settled.
3. FURTHER PROVISIONS:
3.1. SEVERABILITY CLAUSE
The invalidity, the unlawfulness or ineffectiveness of individual provisions of
this Agreement does not adversely affect the binding nature of the total
agreement. Rather, the invalid, unlawful or ineffective provisions shall be
replaced by arrangements that come as close as possible to the purposes
recognizably intended by the parties through a process of additional contract
interpretation.
3.2. APPLICABLE LAW
Swiss law shall be applied to this Agreement to its full extent (excluding the
conflicts of laws provisions and the UN provisions on contracts for the
international sale of goods).
3.3. ARBITRATION CLAUSE
All disputes arising out of or in connection with this Agreement, including
those concerning its valid origin, its legal validity, its amendment or
dissolution shall be decided by a three-member court of arbitration pursuant to
the international rules of arbitration of the Zurich Chamber of Commerce with
exclusion of the courts of law. If no more than two parties are involved in the
proceedings, each party shall appoint one arbitrator and these two arbitrators
shall jointly appoint a third arbitrator.
3.4. WRITTEN FORM
Amendments and/or supplements to this agreement must be in writing in order to
be valid.
Each party shall provide the other two parties a legally signed copy of this
Agreement.
This Agreement is not legally valid until all three parties have affixed their
signature thereto.
_____________________ ______________________________
City, date City, date
[ ] Artificial Life, Inc.
[ ]
[ ] _______________________________
Zug, 06/08/2001 [handwritten]
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City, date
________________________________
City, date
Escrow Europe (Switzerland) AG
// sig //
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ESCROW
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E U R O P E
(SWITZERLAND) AG
Each party shall provide the other two parties a legally signed copy of the
Agreement.
This Agreement is not legally valid until all three parties have affixed their
signature thereto.
[ ], 8/6/01 [handwritten] ______________________________
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City, date City, date
[ ] Artificial Life, Inc.
[ ]
//sig.//
[ ] _______________________________
Escrow Europe (Switzerland) AG
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