TECHNOLOGY TRANSFER AGREEMENT
This TECHNOLOGY AGREEMENT, entered into the 1st day of January, 1996 by and
Tellurian, Inc., a USA corporation with its principal place of business
at 6 Demarest Place, Waldwick, N.J. 17463, United States of America
(hereinafter referred to as "Tellurian"),
Voyager Graphics, Inc., a Republic of China corporation with its
principal place of business at #2, Tze Chiang 3rd Road, Chungli
Industrial Park, Chungli, Taoyuan, Taiwan, Republic of China
(hereinafter referred to as "Voyager").
1.1 In this Agreement unless the context otherwise requires the
following terms shall have the following meanings:
"Commencement Date" shall mean the date, after signing of this
Agreement, of the first payment (4% of total price) has been
received by Tellurian.
"Completion Date" shall mean the date of the completion of the
project described in the Schedule A of this Agreement.
"Copyright Matter" shall mean all the drawings, designs,
plans, manuals and other information whether written or in
magnetically recorded form listed in Part II of the Schedule
"Derivative Products" shall mean computer image generators
that are manufactured based on and by utilizing partly the
Intellectual Property of Tellurian.
"Intellectual Property" shall mean the Know How, the Patent
Rights, the Copyright Matter and the Inventions as defined in
"Inventions" shall mean all such inventions as may from time
to time be claimed by the Patent Rights or by any one or more
"Know-how" shall mean the various techniques, skills, data and
all technical information and other knowledge of a secret and
confidential nature in the possession of Tellurian and
relating to the manufacturer and construction of the Products
(as hereinafter defined) in particular but without limiting
the foregoing generality, information and test
reports, testing procedures, specifications of materials or
components and data and technology concerning the manufacture,
operation and use of the Products.
"License" shall mean the license granted in terms of Clause
3.1 of this Agreement which shall be deemed to include the
three separate and independent licenses specified in the said
"Licensed Territory" shall mean those Countries in
Asia/Australia listed in Part III of the Schedule B.
"Patent Rights" shall mean the patent applications and/or
patents specified in Part I of the Schedule B, together with
any divisional, continuation, continuation in part,
substitution or other applications based thereon made in any
Country (including but not limited to any Country in the
Licensed Territory) and any further patent application made by
Tellurian relating to the Products, any patent issuing on any
of said application and any re-issue or extension or
reexamination based upon any such patent.
"Person" means any individual, corporation, partnership, joint
venture, organization, governmental agency or instrumentality,
or state or other entity.
"Products" shall mean computer image generators designed by
Tellurian incorporating its Intellectual Property.
"Net Sales Value" shall mean actual billing by the License for
sale of a Product less the following deductions where they are
factually applicable: (i) sales and/or use taxes and duties
imposed upon and with specific reference to particular sales;
(ii) outbound transportation prepaid or allowed; and (iii)
reasonable insurance. No allowance or deduction shall be made
for commissions or collections by whatever name known.
"O.E.M.s" shall mean original equipment manufactures.
1.2 Headings used in this Agreement are for the purpose of
ease of reference only and should not affect its
1.3 Any terms used in this Agreement which are defined terms in
any of the Collateral Agreements shall bear the meaning
ascribed to them in such agreement.
2. Purpose and Objective of Project
2.1 The purpose of this Agreement is to set forth the
understandings of the parties hereto with respect to the
undertakings of Tellurian of the project described below, and
with respect to the payment of price and performance of other
obligations by Voyager relating to the project.
2.2 The project, which is further described in Tellurian's
proposal annexed hereto Schedule A being part of this
Agreement, consists of the transfer of the Know-how and
provisions by Tellurian of training, advice and consultation
to Voyager's designated engineers/staff members in relation to
computer image generator technology including the delivery by
Tellurian of certain reports and other deliverable items.
2.3 The objective of the project is to enable Voyager's designated
engineers/staff members participating therein to acquire, on
the completion of the project, sufficient expertise in
computer image generator technology so that they can
independently carry out, conduct, develop, design and
manufacture, produce or reproduce the hardware, software and
system thereof, and to sell the Products.
3.1 Tellurian hereby grants to Voyager and Voyager hereby accepts
from tellurian upon the terms and conditions herein specified
the following License which shall comprise the following
separate and independent licenses:
a) Subject as aftermentioned an irrevocable, exclusive,
assignable fully paid-up license under the Patent Rights
to the Products in the Licensed Territory, to be an
exclusive supplier of the Products within the Licensed
Territory and to sell the Products worldwide; and
b) Subject as aftermentioned an irrevocable, exclusive,
assignable fully paid-up license to use the Know-how to
the Products in the Licensed Territory, to be an exclusive
supplier of the Products within the Licensed Territory and
to sell the Products worldwide; and
c) Subject as aftermentioned an irrevocable, exclusive,
assignable fully paid-up license to use the Copyright
Matter to the Products in the Licensed Territory, to be an
exclusive supplier of the Products within the Licensed
Territory and to sell the Products worldwide.
3.2 Tellurian acknowledges and accepts that Voyager by virtue of
the License granted under Clause 3.1 herein shall be entitled
to grant sub-licenses, on terms and conditions as Voyager
deems fit, to third parties in respect of the License without
obtaining the consent of Tellurian provided that the sale of
Products and/or Derivative Products by such third parties
shall be taken into account in deciding the royalty payment by
Voyager to Tellurian under Clause 8.
3.3 Tellurian acknowledges and accepts that as from the
Commencement Date, it will not:
3.3.1 grant any third party in the Licensed Territory in
respect of the Intellectual Property and license or
use thereof; and
3.3.2 sell or cause to be sold into the Licensed Territory
any Products or Derivative Products.
It is Tellurian's obligation to inform its customers that
Tellurian's products may not enter the Licensed Territory,
Tellurian should obtain a written agreement from its
customers, acknowledging those restrictions and Tellurian will
cooperate to aid Voyager to force this resale restriction.
3.4 Voyager acknowledges and accepts that Tellurian shall be
entitled to grant licenses of the Intellectual Property to
third parties outside the Licensed Territory, for
manufacturing the Products outside the Licensed Territory and
to sell the Products and/or the Derivative Products outside
the Licensed Territory.
3.5 Tellurian will on request execute formal licenses or agreement
in terms acceptable to Voyager for the purpose of legislation
for registration purposes on being provided by Voyager with an
appropriate document in standard form as required for such
formal registration in each jurisdiction in the Licensed
Territory in respect of the License. In addition Tellurian
agrees to sign all necessary documents which Tellurian accepts
as being reasonably required by Voyager to ensure that the
rights and interests of both parties in terms of this
Agreement are protected.
3.6 Tellurian agrees to assist Voyager in obtaining patent and
other protection under Voyager's title for the Products in the
Licensed Territory which patent or other protection shall be
obtained at the cost of Voyager.
4. Training Program
As soon as practicable after the Commencement Date, on a date or dates
as Voyager shall appoint, Tellurian shall commence the training program
as provided in Part IV of the Schedule B.
5.1 Tellurian shall deliver to Voyager all those deliverables
including hardware, hardware design for the Products, the
interface board, software and all related documentation as
listed in Part V of the Schedule B.
5.2 Unless the deliver date or dates shall have been expressly
provided otherwise in this Agreement, Tellurian shall have:
5.2.1 on the Completion Date, communicated the Know-how to
Voyager for its use within the Licensed Territory as
provided herein in accordance with the terms of the
License granted hereunder; and
5.2.2 on the Completion Date, delivered to Voyager the
Copyright Matter for its use within the Licensed
Territory as provided herein to enable Voyager to use
the Copyright Matter pursuant to the License granted
5.3 If Tellurian fails to deliver the deliverables as specified in
part V of the Schedule B at the time stipulated for the
delivery of such deliverables, Tellurian shall be liable to
pay to Voyager at the rate of 0.1% of fee for deliverable of
Section 3.2 of Part VII and 0.2% of fee for each other
deliverable in Section 3.3 through 3.5 of Park VII for each
calendar day of delay from the date of delay until the date of
6. Acceptance Testing
6.1 Tellurian shall test the system in accordance with the test
specifications set out in Part VI of the Schedule B.
6.2 Tellurian shall comply with a request by Voyager that it or an
authorized representative be provided with a reasonable
opportunity to observe the system being subjected to the tests
referred to in clauses 6.1.
6.3 If the system fails to satisfy the test specifications
referred to in clauses 6.1, the relevant tests shall be
repeated by Tellurian at reasonable intervals until the system
satisfied those specifications. Any modifications or
improvements to the system which are required to enable those
test specifications to be satisfied shall be made at
6.4 If the system fails to satisfy the test specifications
referred to in clauses 6.1 within 30 days after testing is
commenced, Voyager may either extend the test period or treat
the failure to satisfy the test specifications as a failure to
deliver the system. In the latter case, Voyager may pursue the
remedies applicable to such failure under this Agreement or at
6.5 Tellurian shall give Voyager, on request, certification that
the system has been tested as required by this Agreement
following installation and has satisfied the test
specifications applicable to such testing under this
7. Payment Terms
7.1 The total price payable by Voyager under this Agreement is
provided in Part VII of the Schedule B.
7.2 The price payable by Voyager reflects license fee under this
Agreement, but excludes royalty payable by Voyager under
7.3 The price payable by Voyager shall be made in United States
7.4 The total price payable by Voyager as provided in Clause 7.1
is a fixed and maximum amount payable and is not subject to
fluctuation or adjustment.
8.1 For a period of five years from the Commencement Date, Voyager
shall be liable to make royalty payment to Tellurian for the
use of the License granted hereunder.
8.2 The amount of royalty payable in respect of each Product or
each Derivative Product sold shall be:
8.2.1 in the case of the Product, at the rate equivalent to
two percent (2%) of the Net Sale Value of such
8.2.2 in the case of the Derivative Product, at the rate
equivalent to two percent (2%) of the Derivative
Product multiplied by the ratio of the material cost
of components common to the Product to the total cost
of the Derivative Product.
8.3 Royalty shall be payable annually for Products and Derivative
Products sold with a particular fiscal year of Voyager and
shall be payable within ninety days following the end of the
fiscal relevant year. For the avoidance of doubt, the "fiscal
year" of Voyager means the year starting January 1, and ending
on December 31.
8.4 For the purpose of determining the total royalty payable,
Voyager shall as soon as the completion of annual financial
reports, deliver to Tellurian a report setting out the total
number of sales of Products and Derivative Products, and
Voyager's calculation of the total royalty payment due for the
relevant fiscal year. Royalty payable by Voyager pursuant to
Clause 8 hereof shall be calculated in the currency adopted by
Voyager in the presentation of its financial statements in
accordance with the generally accepted accounting principles
in Taiwan, consistently applied provided that payments shall
be made in the United States dollars.
9.1 All sums of money payable hereunder whether with regard to the
price, the royalty or otherwise shall be deemed to be
exclusive of any tax, duty, charge, assessment or levy imposed
by the Taiwan government upon Voyager or Tellurian in
connection with this Agreement.
10. Intellectual Property Rights
10.1 Tellurian warrants that the use, sale or other disposal of the
products will be free from infringement of patent or other
intellectual or industrial property rights of third parties
and that no component of the products infringes the industrial
or intellectual property rights of any Person.
10.2 Tellurian shall fully indemnify and hold harmless Voyager
against any loss, costs, expenses, demand or liability,
whether direct or indirect, arising out of a claim by a third
party that a component of the Products infringes any
intellectual or industrial property right of that third party.
10.3 The indemnity referred to in Clause 10.2 shall be granted
whether or not legal proceedings are instituted and, if such
proceedings are instituted, irrespective of the means, manner
or nature of any settlement, compromise or determination.
10.4 Voyager shall notify Tellurian as soon as practicable of any
infringement, suspected infringement or alleged infringement
by a component of the Products of the intellectual or
industrial property rights of any Person.
10.5 Without prejudice to Voyager's right to defend a claim
alleging such infringement, Tellurian shall if requested by
Voyager but at Tellurian's own expense, conduct the defense of
a claim alleging such infringement. Tellurian shall observe
Voyager's directions relating in any way to that defense or to
negotiations for settlement of the claim.
10.6 Voyager shall if requested but at Tellurian's expense provide
Tellurian with reasonable assistance in conducting the defense
of such a claim.
10.7 Without limiting the generality of Clauses 10.1 to 10.3, if it
is determined by an independent tribunal of fact or law or if
it is agreed between the parties to the dispute that an
infringement of any industrial or intellectual property rights
of any Person has occurred on grounds in any way related to a
component of the Products, Tellurian shall at its own expense:
10.7.1 modify or replace the component so that such
infringement, defect or inadequacy is removed;
10.7.2 procure for Voyager the right to continue enjoying
the benefit of this Agreement; or
10.7.3 if the solutions in Clause 10.7.1 or 10.7.2 cannot be
achieved, recall the component, in which case this
Agreement is immediately terminated and Voyager may
pursue all remedies available to it under this
Agreement or at law for Tellurian's breach of
11. Voyager's Intellectual Property
11.1 Tellurian acknowledges that any changes to, modifications on,
improvements or enhancements of the Intellectual Property of
Tellurian made by Voyager, if capable of becoming the subject
matter of intellectual property, shall become the property of
and shall vest in Voyager. There is no obligation on Voyager
to make known to or to assign any right to all and any such
changes, modifications, improvements or enhancements to
12. Voyager's Undertakings
12.1 Voyager shall use all reasonable endeavor to promote and sell
the Products to achieve maximum benefit to the parties hereto.
12.2 Notwithstanding any provisions of this Agreement expressly or
impliedly to the contrary effect, by commencing commercial
production and the sale of Products Voyager shall be deemed to
have satisfied itself in every respect as to the suitability
and fitness of the Products, the uses to which they will be
put by purchasers and the technical characteristics of same
and accordingly Tellurian shall not under any circumstances be
responsible or liable for any death, injury (physical or
financial), loss, damage, costs or other liability whatsoever
which Voyager or any third party may incur as a result of the
use of the Products.
13. Sales and Marketing of Products
13.1 Under this Agreement:
a) Tellurian shall only market and sell the Product or
Derivative Products outside the Licensed Territory as
specified in Part III of the Schedule B; and
b) Voyager may market and sell the Product and the Derivative
Products within and outside the Licensed Territory.
13.2 In the event that Tellurian has made sales of the Products or
the Derivative Products for use within the Licensed Territory
contrary to the restriction provided in Clause 13.1, then
Voyager shall be entitled to receive from Tellurian, without
prejudice to any other remedy which Voyager may have either at
law or under this Agreement, a payment in respect of each
Produce or Derivative Product so sold for use within the
Licensed Territory of a sum equivalent to one hundred times of
the Net Sales Value of each Product so sold.
13.3 In the event that Tellurian, in breach of the grant of License
to Voyager, has allowed the use of its Intellectual Property
by a third part in the Licensed Territory, Tellurian shall be
liable to compensate Voyager in the amount equivalent to five
times the price payable hereunder, such being the genuine
pre-estimated damages of Voyager as a result of Tellurian's
breach of agreement.
14.1 Except as specifically provided in any trademark licenses,
Voyager shall not be entitled to use any trademark, trade name
or service mark of Tellurian nor shall Voyager be entitled to
refer to or name Tellurian in any sales literature or
technical manuals or other publications literature or
technical manuals or other publications without the prior
written consent of Tellurian.
14.2 Except as specifically provided in any trademark licenses,
Tellurian shall not be entitled to use any trademark, trade
name or service mark of Voyager nor shall Tellurian be
entitled to refer to or name Voyager in any sales literature
or technical manuals or other publications literature or
technical manuals or other publications without the prior
written consent of Voyager.
15. Dispute Resolution
15.1 Both parties recognize that their mutual commercial interests
are dependent upon the successful implementation of this
Agreement and the importance to their commercial interests of
resolving all disputes and difference between them as quickly
and as amicably as possible. For the purposes of this
Agreement any such dispute shall include any alleged breach by
either part of the terms of this Agreement any such dispute
shall include any alleged breach by either part of the terms
of this Agreement.
15.2 In the event that a solution cannot be found, then the matter
may be referred to the decision of the arbitration tribunal in
accordance with the Commercial Arbitration Law of the Republic
of China. The place of arbitration shall be in Taipei and the
decision of such tribunal, including any decision which may be
made as to expenses shall be final and binding on the parties
16. Third Party Obligation
16.1 Voyager acknowledges that it has been informed by Tellurian
that it has a collaboration agreement with TTY Graphics, Inc.
and under a separate agreement between Tellurian and the third
party certain payment received from Voyager under this
Agreement will be transferred to the said third party.
16.2 Tellurian represents that the third party has consented to the
entering into this Agreement by Tellurian and is fully aware
of the License to be granted to Voyager hereunder; Tellurian
represents and warrants that Tellurian has obtained and shall,
at the request of Voyager, produce to Voyager such written
evidence confirmed by such third party that Tellurian has
obtained all rights, titles, and interests in all and any
intellectual property from the said third party as may be
necessary for Tellurian to perform its obligations under this
17. Termination and Cancellation
17.1 The parties shall endeavor where possible to resolve all
disputes and differences between them in terms of Clause 16
but in the event that a resolution to the dispute or
difference cannot be found in terms of Clause 16 this
Agreement may be terminated by either party in giving not less
than one month's written notice to the other in any of the
(i) by either party in the event of the liquidation or
receivership of the other or the appointment of an
administrator of either party or by either party ceasing
or threatening to cease trading; or
(ii) by either party in the event of the material breach by
the other of any of its obligations hereunder which cannot
be remedied or if it can be remedied, remains unremedied
on the expiry of twenty eight days (or such other period
as shall be reasonable having regard to the nature and
extent of the breach) after the receipt by the party in
breach of written notice from the other specifying the
breach and the action required to remedy same. For the
purposes of this Clause material breach shall be
determined by the Arbitration Tribunal in terms of Clause
17.2 Termination of this Agreement shall not affect the rights of
either party against the other in respect of the period up to
date of termination.
17.3 Subject to the promise of sub-clause 17.4 below on termination
of this Agreement for any reason whatsoever Voyager shall
cease to have any rights, use or sell the products and shall
forthwith deliver up to Tellurian all items, documents,
designs, software and drawing of whatever nature belonging to
Tellurian and then in the possession of Voyager.
17.4 In the event of termination of this Agreement by Voyager due
to the material breach of this Agreement by Tellurian then
Voyager shall be entitled to continue to use the Intellectual
property then existing royalty free but observing the other
provisions of this Agreement relating to Intellectual Property
so far as necessary to protect the parties' interests in terms
of this Agreement.
17.5 It is understood that the time extended by the penalty period
for completion of project is of essence of this Agreement and,
notwithstanding anything provided to the contrary, this
Agreement is deemed to be automatically canceled if the
project shall not have been completed on the Completion Date
unless Voyager agrees to the extension thereof in writing.
17.6 On the cancellation of this Agreement, Tellurian shall
forthwith without demand return all money received by
Tellurian with annual interest rate of 8%.
17.7 On the cancellation of this Agreement, Voyager shall forthwith
return without demand all deliverables received from Tellurian
under this Agreement or dispose of such deliverables in such
manner as Tellurian may direct.
18. Approval of Authorities
18.1 Voyager shall at its own expense (but with the assistance of
Tellurian) procure registration of this Agreement with any
appropriate authorities in the Licensed Territory if such
registration is either legally required or in the interests of
18.2 If it is a legal requirement of any country in the Licensed
Territory that this Agreement be formally approved or
registered prior to its taking effect then the rights of
Voyager conferred under this Agreement shall be conditional on
the prior receipt in writing by Tellurian of such registration
or approval either unconditionally or subject only to
condition which are in the opinion of Tellurian acceptable.
18.3 Tellurian shall at its own expense procure all approvals and
permits required under the law of the United States relating
to this Agreement for this Agreement to be effective and for
Tellurian to perform its obligations hereunder.
19.1 No understanding, representation or warranty (whenever made)
relating to the subject matter of this Agreement shall bind
the parties hereto unless incorporated herein.
19.2 An omission by any party to exercise any right or remedy
available to that party under the terms of this Agreement
shall not be taken to signify acceptance of the event giving
rise to exercise such right or remedy and shall be without
prejudice to the rights of either party which may arise in the
19.3 No variation to the terms of this Agreement shall be effected
unless agreed in writing by duly authorized officers of the
19.4 This Agreement together with the Schedules referred to herein
shall constitute the entire agreement between the parties
regarding the subject matter hereof and supersedes all prior
oral or written agreements.
19.5 In the event any provision of this Agreement is declared or
found to be prohibited by law then that provision shall be
deemed to be a separate and distinct provision which shall not
affect the validity and enforceability of the remaining
provisions hereof and such provisions shall be deemed to have
been inapplicable to this Agreement from the date hereof and
the parties hereto shall negotiate an acceptable alternative
to such provisions failing which this Agreement shall be
deemed to have been terminated by the parties hereto in
accordance with the provisions hereof but such termination
shall be without prejudice to the provisions herein contained
relating to accuracy and indemnification of Tellurian by
20.1 All Notices to be given under the terms of this Agreement may
be given personally or by courier or by registered airmail in
all cases to the address of the party in question as specified
in paragraph 20.2 of this Clause.
20.2 Notices to Tellurian shall be addressed to its principal place
of business as specified in the preamble hereto marked for the
attention of Mr. Stu French and Notices to Voyager shall be
addressed to its principal place of business as specified in
the preamble hereto marked for the attention of Mr. Tsan Rong
21.1 Tellurian agrees that Voyager may assign all its rights,
titles and interests in this Agreement and/or transfer its
obligations under this Agreement to a third party provided
that Voyager shall not effect such assignment or transfer
without first informing Tellurian in writing and then such
assignment and transfer by Voyager shall not release its
obligations to make payment of the price or the royalty
22. Proper Law
This Agreement shall be governed in all respects in accordance with the
laws of the Republic of China.
23.1 The documents comprising this Agreement shall be read in the
order of precedence of the clauses of this Agreement, Schedule
B, and Schedule A.
23.2 Where any conflict occurs between the provisions contained in
two or more of the documents forming this Agreement, the
documents lower in the order of precedence shall where
possible be read down to resolve such conflict. If the
conflict remains incapable of resolution by reading down, the
conflicting provisions shall be severed from the document
lower in the order of precedence without otherwise diminishing
the enforceability of the remaining provisions of that
IN WITNESS WHEREOF the parties hereto have caused their duly authorized
representative to have this Agreement together with the schedules
annexed hereto executed on the day and year first above written.
FOR Tellurian, Inc.
Ronald J. Swallow, CEO
Ronald J. Swallow
For Voyager Graphics, Inc.
Tsan Rong Lin, President
Tsan Rong Lin
For TTY Graphics, Inc.
Ching-Yuan Tung, President
PROPOSAL FOR TECHNOLOGY TRANSFER
EAGLE IMAGE GENERATOR
VOYAGER GRAPHICS, INC.
6 Demarest Pl.
1.0 CIG Hardware
The following is a brief description of Tellurian's latest offering,
EAGLE, in the low cost, high performance category of image generators.
The basis for this product is the AT-200, which began production in
early 1992 as a six board set. To date, over 225 sets of boards have
been produced and sold. The new product utilizes a new CPU chip set,
doubles performance, and is a small stand-alone unit which uses an
interface card to communicate with the host. The interface card is a
single board capable of being inserted directly onto a PC mother
boards. EAGLE is a product for serious virtual reality environments as
well as for training and simulation applications. A PC computer is
sufficient as a host for the simulation, the design of the EAGLE is
such that it performs all intensive floating point computations as well
as handling the complete data base to final image solution at a minimum
of 30 frames per second of display update speed. The model EAGLE board
provides real-time image generation with high resolution, multiple
channel operation, and true 24 bit color, at the best price/performance
ratio ever offered in the industry.
1.1 An Interface To Host Computer
The EAGLE, like the AT-200, has an interface board which is mounted
directly onto a standard PC BUS. The software and database are stored
on the hard disk of the host PC, and is downloaded onto memory
resident on EAGLE. Once downloaded, the host must then only supply
updated eye positioning data to EAGLE, and is therefore free to
accomplish many other tasks associated with a particular application.
Downloading to EAGLE and transferring data to EAGLE during operations
is via command and data cables from the interface card to the image
1.2 Geometry Engine
The basic AT-200 architecture has been redesigned into a much lower
cost, higher performing device as follows:
1.2.1 The Weitek chip set (consisting of 3 chips) costs approximately $900.
These chips operate on a 100 nsec cycle, and can be replaced by a
single Analog Devices chip costing $160 while operating on a 40 nsec
cycle. The majority of the special purpose address, clipping, memory
control and other circuits can be replaced by two FPGAs (Field
Programmable Gate Array). The result is that the new "front-end" will
outperform the current AT-200 and by a performance factor of 6, will
provide 50,000 polygons at 30Hz. This configuration also permits
elimination of the Daughter board entirely.
1.3 Pixel Processor
The addition of one FPGA, a small block of 4 x 10 bit memory chips and
a few fast PALS, and the rear end reduces from (4) 9"x9" boards to 1/2
of a normal PC add-on board.
1.4 Video Outputs
a. 1,000 line video, 2:1 interlace, 31.5 Khz. line rate, 60 Hz. field
b. 500 line video, 2:1 interlace, 15.7 Khz. line rate, 60 Hz. field
rate (1,000 line image averaged vertically over pairs of lines).
2.1 Technical Capabilities
2.1.1 Polygon Transformation and Rendering Performance
Up to 50,000 three-sided polygons or 35,000 four-sided polygons at 30
frames per second displayed in the view able pyramid of view or up to
1,500,000 polys per sec. Automatically optimized 4 plane pyramid of
view object polygon clipping, flat shading, and infinite, point and
ambient light sources.
Entity Coloring - All polygons may be independently given any 24 bit
Geometry Data Format - All x, y, z data in 32 bit IEEE floating point
Transformations - All matrix operations to locate or position and
scale objects are in 32 bit IEEE floating point format.
Matrix Tree Depth - Real-time matrix tree decoding of unlimited depth.
Database Swapping - Blocking structures are available to both swap in
and out database sections and qualify a group of objects as
potentially visible in the view pyramid.
Levels of Detail (LOD) - LOD structures switched in by range and
optional performance monitoring are available to maintain maximum
scene detail at real-time performance (30 frames per second minimum).
Pixel Fill - For large perspective triangles a rate of fill of 3.5
nanoseconds per pixel.
Frame Buffer - Two 1,010 x 960 x 24 bit pixel buffers standard.
Transport Delay - 3 field times or 50 milliseconds for 30 Hz frame
update or solution rate and 2 field times or 33 milliseconds for 60 Hz
frame update rate.
Hidden Surface - Priority sort hidden surfaces algorithm requiring a
pre-simulation BSP planes hierarchy generation for all "sub objects."
Dynamic Objects - Standard machine allows a large number of dynamic
objects that may cross the BSP planes at any time. An almost unlimited
number of dynamic objects can be supported if their motion does not
cause them to cross the BSP planes.
Motion Primitives - High level motion primitives such as "turn around
a point" and "fly or move along a path" with or without bank angle
will be supported.
Special Effects - True translucent fog layers with arbitrarily
oriented fog layer planes are supported.
Super Atom - Software tools to allow more efficient structuring and
decoding of databases.
Host Loading - the host PC AT is not used at all to generate images -
only to transfer state variables and database pointer references to
and from the CIG.
Therefore, only 6 viewer parameters are needed to drive the Visual
Main Memory - From two to sixteen megabytes of main image generator
memory is provided. It is list optimized so that a 32 bit word
transfers to consecutive addresses occurs at 30 nanoseconds per 32 bit
Custom Micro Code - Special functions required for specific
applications can be developed on a cost per function basis.
Realtime Illumination - Dynamic sun shading of objects based on sun
position and movement.
Realtime Fade - Dynamic fading of an object into the background color
s a method of visual acuity based on range to the object.
2.1.2 Interface & Software Tools
In addition to the hardware design for the CIG, Tellurian will provide
complete documentation of the interface board to the host computer
(PC). The software and its source code shall also be provided as part
of the design disclosure.
The deliverable materials shall include all the items listed below,
and will be delivered in both hard copy and on 3.5" disks.
-Gerber plot files
-Technical reference documents
-Software and source code
-Programs for all programmable ICs and/or FPGAs
Voyager may use, copy, modify, reproduce, sublicense the CIGTech, and
make and sell derivative products, Voyager may sell products and
derivative products worldwide.
Voyager, after completing the Technology Transfer, has the right to
sublicense the technology to other companies in Asia.
2.3 Time Requirement
The Technology Transfer plan will be implemented within one week of
the contract signing.
2.4 Training Requirement
2.4.1 Overseas Training (In US)
Tellurian will implement its Training Program for up to 10 engineers
who shall be selected by Voyager. The training program will be
conducted in the US. It is a 12 week program geared to provide each
engineer with a sound, working knowledge of every aspect of the EAGLE
design. At the conclusion of the training program, the engineers will
be capable of making modifications to the hardware and software
designs, and also will be capable of building units in the US as a
culmination of the "Overseas Training" portion of the program.
2.4.2 Presentation of Training
Tellurian will utilize its facilities in Waldwick, N.J. for both
classroom training and production training. In the classroom,
Tellurian will provide each student with a PC computer, a shared
printer, and a copier. In addition, notebooks, paper, pens, etc. will
be supplied by Tellurian.
It is planned that each day will consist of a minimum of 8 hours
student work, broken up as follows:
-4 hours of lecture
-2 hours of self study
-2 hours of question and answers to conclude each day
Tellurian will use a combination of hard copy handouts and viewgraphs.
2.4.3 System Documentation for Training
Tellurian will provide the following documents for the training
program. Please note that most of these items are the substance of the
delivery data package.
- Schematics (to the gate level)
- Register Level Diagrams
- Logic Equations
- Simulations for both MACH's and FPGA's
- Memory maps
- Source Code
-Micro code and Algorithm
-PC System Interface
- Mnemonic Signal Definition
- Software Engineering Tools
- Parts Specifications
- Bill of Materials
For the hardware design students, the following tools will be
- ORCAD - Schematic capture & Simulation
- PALASM - MACH design & Simulation
- ACTEL - FPGA design & Simulation
- PADS - PC Board Routing
For the software design students, the following tools will be
- C++ Compiler
- EAGLE Compiler
- Tellurian Author Language
2.5 Price Requirement
The Project Fee amount is equal to $1,500,000.
The Project Fee is a fixed and maximum amount paid for the Project,
which excludes all taxes imposed by the Taiwan government for the
performance of the Project.
4% upon signing the Agreement
16% upon the completion of the first prototype of the computer image
10% upon delivery o the design data package
40% upon completion of training program
20% 90 days after completion of training program
10% 180 days after completion of training program
This schedule includes the building of (10) EAGLEs for training. Any
additional production will be paid for at the time of production.
As a compensation of license granted to Voyager, Voyager shall pay
royalty Tellurian at the rate of two percent (2%) of the Sale Value of
the derivative products.
Tellurian agrees that Voyager make royalty payments for five (5) years
from the date of the Agreement.
TECHNOLOGY TRANSFER AGREEMENT
BY AND BETWEEN
VOYAGER GRAPHICS, INC.
Refer to 2.1.3 (Deliveries) of Schedule A.
Afghanistan, Australia, Bahrain, Bangladesh, Bhutan, Burma, China (including
Taiwan, Hong Kong and Mainland China), Cyprus, India, Indonesia, Iran, Iraq,
Japan, Jordan, Kampuchea (Cambodia), Korea (North), Korea (South), Kuwait, Laos,
Lebanon, Malaysia, Maldives, Marshall, Mongolia, Nepal, New Zealand, Oman,
Pakistan, Philippines, Qatar, Saudi Arabia, Singapore, Sri Lanka (Ceylon),
Syria, Thailand, Turkey, United Arab Emirates, Vietnam, Yemen (Aden and Sana).
1. The training program consists of a total of twelve weeks of
instructions as below. The training program is geared to provide each
engineer with a sound, working knowledge of every aspect of the
computer image generator designed and built by Tellurian. At the
conclusion of the training program, the engineers will be capable of
making modifications to the hardware and software designs, and also
will be capable of building the Tellurian's computer image generators.
2. Training shall begin within one month from the date of signing of the
Agreement on a date to be agreed upon.
2.1 Presentation of Training
Tellurian will utilize its facilities in Waldwick, N.J. for
both classroom training and production training. In the
classroom, Tellurian will provide each student with a PC
computer, a shared printer, and a copier. In addition,
notebooks, paper, pens, etc. will be supplied by Tellurian.
It is planned that each day will consist of a minimum of 8
hours of student work, broken up as follows:
. 4 hours of lecture
. 2 hours of self study
. 2 hours of questions and answers to conclude each day.
Tellurian will use a combination of hard copy handouts and
2.2 System Documentation for Training
2.2.1 . Tellurian will provide the following documents for
the training program:
. Schematics (to the gate level)
. Register Level Diagrams
. Logic Equations
. Simulations for both MACH's and FPGA's
. Memory Maps
. Source Code: Micro code & Algorithm, Database
Compiler and PC
. System Interface
. Pneumonic Signal Definition
. Software Engineering Tools
. Parts Specifications
. Bills of Materials
2.2.2 For the hardware design students, the following tools
will be available:
. ORCAD - Schematic capture & Simulation
. PALASM - MACH design & Simulation
. ACTEL - FPGA design & Simulation
. PADS - PC Board Routing
2.2.3 For the software design students, the following tools
will be available: C++ Compiler EAGLE Compiler
Tellurian Author Language
3. Upon the completion of the training program, the trainees shall have
built ten fully working units of Tellurian's computer image generators
passing the test specifications.
4. Training shall be provided by at least three duly qualified instructors
who are experienced in the technology of computer image generators. The
nomination of the instructors shall be subject to the approval of
5. Voyager shall nominate and Tellurian shall accept up to twelve
engineers to the training under this Agreement.
1. Within sixty (60) days from the date of this Agreement, Tellurian shall
have built the first prototype of the computer image generator form the
Intellectual Property of Tellurian and shall have demonstrated to the
satisfaction of Voyager that the prototype achieves the technical
capabilities provided in Paragraph 2.1 of Schedule A, the Proposal of
2. Within one hundred and eighty (180) days from the date of this
Agreement, Tellurian shall have completed training program for Voyager
designated engineers/staff members and shall have built and
successfully tested ten units of computer image generators.
3. In addition to the deliverables mentioned above, Tellurian shall, at
the commencement of the training program, deliver to Voyager all those
items listed in paragraph 22.214.171.124 of the Proposal together with all
associated documentation relating to the design, production and
manufacturing of Tellurian's computer image generators, and such
Know-how (as defined) relating to the technology of computer image
1. The contents of Paragraph 2.1 of the Proposal of Tellurian are repeated
in this Part VI as if set forth verbatim.
2. The computer image generator system shall be tested against the
technical capabilities set out in Paragraph 1 of this Part VI.
1. The total price payable by Voyager to Tellurian under this Agreement
shall be US $1,500,000.00 (one million five hundred thousand United
States dollars) only inclusive of all costs, expenses, taxes and fees,
but exclusive of taxes imposed by the Taiwan Government.
2. The price stated herein shall be fixed and shall not be subject to
fluctuation or adjustment whatsoever and howsoever.
3. Payment shall be made by Voyager to Tellurian as follows:
3.1 4% upon signing of this Agreement;
3.2 16% upon the completion of the first prototype of the computer
3.3 10% upon delivery of design data package;
3.4 40% upon completion of training program;
3.5 20% in ninety days after completion of training program; and
3.6 10% in one hundred and eighty days after completion of
4. All payments shall be made in United States dollars by telegraphic
transfer to the account of Tellurian (particulars of account and bank
in United States).
5. Tellurian shall ensure that all accounts for payment are rendered in
accordance with the provisions of this Agreement and any instructions
(which shall not be inconsistent with the provisions of this Agreement)
given by Voyager.
6. Tellurian shall only be entitled to render an account for payment of an
amount that is due for payment under this Agreement and an account for
payment shall be taken to be correctly rendered if:
(a) the amount claimed in the account is correctly calculated in
accordance with this Agreement and a commercial invoice is
(b) the account is accompanied where required, by documentation
that provides evidence that amount specified in the account is
in accordance with the Agreement;
(c) where the first account for payment is rendered, and where it
is relevant, either the Certificate of Acceptance is attached,
or the account is accompanied by, or contains, evidence that
the relevant Certificate of Acceptance has been issued;
(d) the account which is addressed to the officer designated by
Voyager receive accounts for payments; and
(e) the amount claimed in the account is due for payment.