This Agreement ("Technology Agreement") is made, entered into, and to be effective as of the Closing Date (as
defined below) by and between Silicon Graphics, Inc., a Delaware corporation ("Seller") and Tera Computer
Company, a Washington corporation, ("Purchaser").
WHEREAS, Purchaser desires to purchase and acquire from Seller, and Seller desires to sell, assign, license and
transfer to Purchaser, certain business, property, technology, assets and goodwill of the Business on the terms
and subject to the conditions of this Technology Agreement.
WHEREAS, as part of the foregoing, Seller and Purchaser have entered into an Asset Purchase Agreement
dated as of March 1, 2000 (the "Asset Purchase Agreement Date");
WHEREAS the Parties desire to enter into this ancillary Technology Agreement pursuant to which Seller will
assign and license to the Purchaser certain intellectual property specifically related to the Cray Products sold in
connection with the Business, and Purchaser will license back certain rights to Seller.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements, provisions and
covenants contained in this Technology Agreement, the Parties hereby agree as follows:
1.1. The Parties to this Technology Agreement hereby incorporate by reference the definition set forth in the
Asset Purchase Agreement.
1.2. "Affiliates" shall mean any corporation or other entity that is directly or indirectly controlling, controlled by or
under common control with a Party. For the purpose of this definition, "control" shall mean the direct or indirect
ownership of more than fifty percent (50%) of the capital stock of the subject entity entitled to vote in the election
of directors (or, in the case of an entity that is not a corporation, interests entitled to vote in the election of the
corresponding managing authority).
1.3. "Capture Period" means the period starting on the Asset Purchase Agreement Date and end