Preview | Alliance Agreement |

ALLIANCE AGREEMENT

This Alliance Agreement (?Agreement?) is made and entered into as of November 14, 2001 (the ?Effective Date?), among Nomura Securities Co., Ltd., a Japanese corporation (?NSC?) Nomura Corporate Advisors Co., Ltd., a Japanese corporation (?NCA?), Nomura Holding America Inc., a Delaware corporation, (?NHA?) (together NSC, NCA and NHA are referred to as the ?Nomura Parties? and individually a ?Nomura Party?), and Thomas Weisel Partners Group LLC, a Delaware limited liability company, (?TWP?).

WEREAS, NSC, is one of the world?s largest brokerage and investment banks;

WHEREAS, NCA is NSC?s principal vehicle for executing NSC?s mergers and acquisitions business;

WHEREAS, NHA is the umbrella holding company for NSC?s business in North America;

WHEREAS, TWP is a merchant bank providing investment banking, institutional brokerage, private equity investing and asset management services;

WHEREAS, the parties desire to cooperate to develop their cross-border mergers and acquisitions businesses in the Technology Sector;

WHEREAS, an affiliate of a Nomura Party is making an investment in TWP pursuant to a separate Subscription Agreement and will make investments in TWP investment funds as contemplated by the Subscription Agreement; and

NOW, THEREFORE, in consideration of the premises and other covenants and conditions contained herein, the parties hereto agree as follows:

As used in this Agreement, the following terms shall have the following meanings:

?Affiliate? means any Person that controls, is controlled by, or is under common control with a party to this Agreement.

?Asia? means Japan, Republic of Korea, People?s Republic of China, including Hong Kong and Taiwan, Singapore, Socialist Republic of Vietnam, Kingdom of Thailand, Indonesia, Malaysia, Philippines, Australia, New Zealand and Republic of India.

?Business Day? shall mean a day other than a Saturday, Sunday, legal holiday in Japan or any other day on which banks are required or authorized by the appropriate regulatory authorities to close in New York City or San Francisco.

?Joint Engagement Agreement? means an agreement between the Nomura Parties (or one of them) and TWP setting forth the terms pursuant to which they will provide Services to a particular client with respect to a particular matter.

?M&A Fees? means any fees or other compensation which the parties have agreed to share and which is owed by a client in connection with the provision of Services.

?Nomura Intellectual Property? shall mean any and all now known or hereafter existing rights owned, assigned to or licensed by any of the Nomura Parties or their Affiliates associated with works of authorship or inventions throughout the world, including copyrights, patents, trademarks, service marks, know-how, trade secrets, ?look and feel? and all other intellectual and industrial property and proprietary rights relating to intangible property of every kind and nature throughout the world and however designated.

?Person? means a natural individual, partnership (general, limited or limited liability), corporation, limited liability company, trust or other legal entity or form of business association, whether or not incorporated.

?Services? means advisory services in connection with cross-border mergers and acquisitions between the United States of America and Asia in the Technology Sector.

?Technology Sector? means industries and businesses concerning:

	1)		communication equipment, including broadband access/edge, communications components, optical components, wireless equipment and software, and wireline equipment;

	2)		including branded consumer, e-commerce, hardline retail, hospitality, and specialty retail;

	3)		electronic supply chain, including components and interconnect, EMS, power electronics, semiconductor assembly, and technology distribution;

	4)		hardware/storage/semiconductors, including enterprise systems and storage, PC hardware, rich media, semiconductor devices, and semiconductor equipment;

	5)		healthcare, including biotechnology/therapeutics, diagnostics, genomics and proteomics, healthcare IT & services, life science drug delivery, life science technology, medical devices, and specialty pharmaceuticals;

	6)		media;

	7)		power technology;

	8)		software, including business analytics software, content management applications & infrastructure, eBusiness applications, enterprise applications software, platform and infrastructure software, and software and internet strategy;

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