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          Definitions.
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              "Additional Notice Provisions" means such additional provisions as appear in the Notice in
                 Original Code under the heading "Additional Notice Provisions."
               
              "API" means an application programming interface established by SGI in conjunction with the
                 Original Code.
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              "Covered Code" means the Original Code or Modifications or the combination of the Original Code
                 and Modifications, in each case including portions thereof.
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              "Hardware" means any physical device that accepts input, processes input, stores the results of
                 processing, and/or provides output.
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              "Larger Work" means a work which combines Covered Code or portions thereof with code not governed
                 by the terms of this License.
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              "Licensable" means having the right to grant, to the maximum extent possible, whether at the time
                 of the initial grant or subsequently acquired, any and all of the rights conveyed herein.
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              "License" means this document.
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              "Modifications" means any addition to the substance or structure of the Original Code and/or any
                 addition to or deletion from previous Modifications. When Covered Code is released as a series
                 of files, a Modification is:
              
                  Any addition to the contents of a file containing Original Code and/or any addition to or
                   deletion from previous Modifications.
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                  Any new file that contains any part of the Original Code or previous Modifications.
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              "Notice" means any notice in Original Code or Covered Code, as required by and in compliance with
                 this License.
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              "Original Code" means source code of computer software code which is described in the source code
                 Notice required by Exhibit A as Original Code, and updates and error corrections specifically
                 thereto.
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              "Recipient" means an individual or a legal entity exercising rights under, and complying with all
                 of the terms of, this License or a future version of this License issued under Section 8. For
                 legal entities, "Recipient" includes any entity which controls, is controlled by, or is under
                 common control with Recipient. For purposes of this definition, "control" of an entity means
                 (a) the power, direct or indirect, to direct or manage such entity, or (b) ownership of fifty
                 percent (50%) or more of the outstanding shares or beneficial ownership of such entity.
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              SGI" means Silicon Graphics, Inc.
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          License Grant and Restrictions.
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              License Grant. Subject to the provisions of this License and any third party intellectual
               property claims, for the duration of intellectual property protections inherent in the
               Original Code, SGI hereby grants Recipient a worldwide, royalty-free, non-exclusive license,
               to do the following: (i) under copyrights Licensable by SGI, to reproduce, distribute, create
               derivative works from, and, to the extent applicable, display and perform the Original Code
               alone and/or as part of a Larger Work; and (ii) under any patent claims Licensable by SGI and
               embodied in the Original Code, to make, have made, use, practice, sell, and offer for sale,
               and/or otherwise dispose of the Original Code. Recipient accepts the terms and conditions of
               this License by undertaking any of the aforementioned actions.
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              Restriction on Patent License. Notwithstanding the provisions of Section 2.1(ii), no patent
                 license is granted: 1) separate from the Original Code; nor 2) for infringements caused by (i)
                 modification of the Original Code, or (ii) the combination of the Original Code with other
                 software or Hardware.
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              No License For Hardware Implementations. The licenses granted in Section 2.1 are not applicable
               to implementation in Hardware of the algorithms embodied in the Original Code.
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              Modifications License and API Compliance. Modifications are only licensed under Section 2.1(i) to
                 the extent such Modifications are fully compliant with any API as may be identified in
                 Additional Notice Provisions as appear in the Original Code.
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          Redistributions.
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              Retention of Notice/Copy of License. The Notice set forth in Exhibit A, below, must be
                 conspicuously retained or included in any and all redistributions of Covered Code. For
                 distributions of the Covered Code in source code form, the Notice must appear in every file
                 that can include a text comments field; in executable form, the Notice and a copy of this
                 License must appear in related documentation or collateral where the Recipient’s rights
                 relating to Covered Code are described. Any Additional Notice Provisions which actually
                 appears in the Original Code must also be retained or included in any and all redistributions
                 of Covered Code.
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              Alternative License. Provided that Recipient is in compliance with the terms of this License,
                 Recipient may distribute the source code and/or executable version(s) of Covered Code under
                 (1) this License; (2) a license identical to this License but for only such changes as are
                 necessary in order to clarify Recipient’s role as licensor of Modifications, without
                 derogation of any of SGI’s rights; and/or (3) a license of Recipient’s choosing, containing
                 terms different from this License, provided that the license terms include this Section 3 and
                 Sections 4, 6, 7, 10, 12, and 13, which terms may not be modified or superseded by any other
                 terms of such license. If Recipient elects to use any license other than this License,
                 Recipient must make it absolutely clear that any of its terms which differ from this License
                 are offered by Recipient alone, and not by SGI.
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              Indemnity. Recipient hereby agrees to indemnify SGI for any liability incurred by SGI as a result
                 of any such alternative license terms Recipient offers.
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          Termination. This License and the rights granted hereunder will terminate automatically if
             Recipient breaches any term herein and fails to cure such breach within 30 days thereof. Any
             sublicense to the Covered Code that is properly granted shall survive any termination of this
             License, absent termination by the terms of such sublicense. Provisions that, by their nature,
             must remain in effect beyond the termination of this License, shall survive.
         34_[4
          No Trademark Or Other Rights. This License does not grant any rights to: (i) any software apart
             from the Covered Code, nor shall any other rights or licenses not expressly granted hereunder
             arise by implication, estoppel or otherwise with respect to the Covered Code; (ii) any trade
             name, trademark or service mark whatsoever, including without limitation any related right for
             purposes of endorsement or promotion of products derived from the Covered Code, without prior
             written permission of SGI; or (iii) any title to or ownership of the Original Code, which
             shall at all times remains with SGI. All rights in the Original Code not expressly granted
             under this License are reserved.
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          Compliance with Laws; Non-Infringement. Recipient hereby assures that it shall comply with all
             applicable laws, regulations, and executive orders, in connection with any and all
             dispositions of Covered Code, including but not limited to, all export, re-export, and import
             control laws, regulations, and executive orders, of the U.S. government and other countries.
             Recipient may not distribute Covered Code that (i) in any way infringes (directly or
             contributorily) the rights (including patent, copyright, trade secret, trademark or other
             intellectual property rights of any kind) of any other person or entity or (ii) breaches any
             representation or warranty, express, implied or statutory, to which, under any applicable law,
             it might be deemed to have been subject.
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          Claims of Infringement. If Recipient learns of any third party claim that any disposition of
             Covered Code and/or functionality wholly or partially infringes the third party's intellectual
             property rights, Recipient will promptly notify SGI of such claim.
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          Versions of the License. SGI may publish revised and/or new versions of the License from time to
             time, each with a distinguishing version number. Once Covered Code has been published under a
             particular version of the License, Recipient may, for the duration of the license, continue to
             use it under the terms of that version, or choose to use such Covered Code under the terms of
             any subsequent version published by SGI. Subject to the provisions of Sections 3 and 4 of this
             License, only SGI may modify the terms applicable to Covered Code created under this
             License.
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          DISCLAIMER OF WARRANTY. COVERED CODE IS PROVIDED "AS IS." ALL EXPRESS AND IMPLIED WARRANTIES AND
             CONDITIONS ARE DISCLAIMED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES AND
             CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND
             NON-INFRINGEMENT. SGI ASSUMES NO RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE.
             SHOULD THE SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, SGI ASSUMES NO COST OR LIABILITY FOR
             SERVICING, REPAIR OR CORRECTION. THIS DISCLAIMER OF WARRANTY IS AN ESSENTIAL PART OF THIS
             LICENSE. NO USE OF ANY COVERED CODE IS AUTHORIZED HEREUNDER EXCEPT SUBJECT TO THIS
             DISCLAIMER.
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          LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES NOR LEGAL THEORY, WHETHER TORT (INCLUDING,
             WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), CONTRACT, OR OTHERWISE, SHALL SGI OR ANY
             SGI LICENSOR BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
             OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE,
             LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR
             LOSSES, EVEN IF SUCH PARTY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. THIS
             LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING
             FROM SGI's NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. SOME
             JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES,
             SO THAT EXCLUSION AND LIMITATION MAY NOT APPLY TO RECIPIENT.
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          Indemnity. Recipient shall be solely responsible for damages arising, directly or indirectly, out
             of its utilization of rights under this License. Recipient will defend, indemnify and hold
             harmless Silicon Graphics, Inc. from and against any loss, liability, damages, costs or
             expenses (including the payment of reasonable attorneys fees) arising out of Recipient's use,
             modification, reproduction and distribution of the Covered Code or out of any representation
             or warranty made by Recipient.
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          U.S. Government End Users. The Covered Code is a "commercial item" consisting of "commercial
             computer software" as such terms are defined in title 48 of the Code of Federal Regulations
             and all U.S. Government End Users acquire only the rights set forth in this License and are
             subject to the terms of this License.
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          Miscellaneous. This License represents the complete agreement concerning the its subject matter.
             If any provision of this License is held to be unenforceable, such provision shall be reformed
             so as to achieve as nearly as possible the same legal and economic effect as the original
             provision and the remainder of this License will remain in effect. This License shall be
             governed by and construed in accordance with the laws of the United States and the State of
             California as applied to agreements entered into and to be performed entirely within
             California between California residents. Any litigation relating to this License shall be
             subject to the exclusive jurisdiction of the Federal Courts of the Northern District of
             California (or, absent subject matter jurisdiction in such courts, the courts of the State of
             California), with venue lying exclusively in Santa Clara County, California, with the losing
             party responsible for costs, including without limitation, court costs and reasonable
             attorneys fees and expenses. The application of the United Nations Convention on Contracts for
             the International Sale of Goods is expressly excluded. Any law or regulation which provides
             that the language of a contract shall be construed against the drafter shall not apply to this
             License.
      