CONFIDENTIAL TREATMENT REQUESTED UNDER17
C.F.R. SECTIONS 200.80(b)(4) AND 240.24b-2
WORLDWIDE DISTRIBUTION AND
STRATEGIC ALLIANCE AGREEMENT
THIS WORLDWIDE DISTRIBUTION AND STRATEGIC ALLIANCE AGREEMENT (the “Agreement ” ) is entered into
as of July 24, 2003 (the “Effective Date” ) between BRUKER AXS INC. (hereinafter referred to as “BAXS” ), 5465 East Cheryl
Parkway, Madison, Wisconsin 53711, and DISCOVERY PARTNERS INTERNATIONAL, INC. (hereinafter referred to as
“DPI” ), 9640 Towne Centre Drive, San Diego, California 92121. BAXS and DPI are each referred to herein individually as a
“Party” and jointly as the “Parties . ”
A. DPI has developed certain products for the crystallography market.
B. BAXS develops, manufactures, distributes and supports products sold into the crystallography market.
C. DPI and BAXS desire that BAXS promote, market, distribute and provide support for certain DPI products in the
crystallography market in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the Parties hereby
agree as follows:
For purposes of this Agreement, the following terms shall have the meanings set forth below:
1.1.1 “Affiliate ” means any Person that, directly or indirectly through one or more other intermediaries, controls, is
controlled by, or is under common control with, any Party. For purposes of this definition, “control” means direct or indirect
ownership of more than fifty percent (50%) of the voting securities or participating profit interest of an entity.
1.1.2 “CF Forecast” means a good faith written forecast by BAXS, in a form acceptable to DPI, of the volume of DPI
Product that BAXS expects to submit Purchase Orders for during a specified period of time. Such forecast shall be consistent
with BAXS’ concurrent internal forecast