Exhibit 10.38
AMENDMENT TO DISTRIBUTORSHIP AGREEMENT
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This Amendment is made this 17th day of October, 1994, by and between
Molecular Simulations Inc. ("MSI"), ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and Teijin Molecular Simulations Inc. ("TMSI"), ▇-▇,
▇▇▇▇▇▇▇▇▇▇-▇▇▇ ▇-▇▇▇▇▇, ▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇.
MSI (formerly Polygen Corporation) and TMSI have entered into a
Distributorship Agreement dated April 1, 1992 (the "Agreement"), and the parties
desire to amend the terms and conditions of the Agreement, as described in this
Amendment.
NOW, THEREFORE, the parties agree as follows:
1. Territory. Section 1(i) of the Agreement is hereby amended to read as
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follows:
"(i) "Territory" shall mean the following countries: Japan, South Korea,
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Taiwan, Hong Kong, China, India, Singapore, Malaysia, Australia and New
Zealand."
2. Maintenance and Support of Existing Customers. From and after the
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effective date of this Amendment, TMSI agrees to assume responsibility for
providing maintenance and support to MSI's existing customers in the following
countries: South Korea, Taiwan, Hong Kong, China, India, Singapore, Malaysia,
Australia and New Zealand (collectively, the "AP Countries"). TMSI will be
responsible for invoicing and collecting maintenance fees (including renewals)
for all existing MSI customers in AP Countries after the effective date of this
Amendment.
3. General. Upon execution of this Amendment by both parties, this Amendment
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will become effective retroactive to January 1, 1994. Except as amended hereby,
the Agreement shall remain in full force and effect. This Amendment shall be
governed by and construed under the laws of the Commonwealth of Massachusetts,
U.S.A., excluding its conflict of laws principles. This Amendment may be
executed in counterparts, each of which shall be deemed an original of this
Amendment.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed on the
date first written above.
MOLECULAR SIMULATIONS INC. TEIJIN MOLECULAR SIMULATIONS INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Chief Financial Officer Title: President
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