<PAGE>
 
                                                                   EXHIBIT 10.37

                           DISTRIBUTORSHIP AGREEMENT
                                 April 1, 1992

                                    between

                              POLYGEN CORPORATION

                                      and

                   TEIJIN MOLECULAR SIMULATIONS INCORPORATED
<PAGE>
 
                               TABLE OF CONTENTS

<TABLE> 
<CAPTION> 
                                                                        Page
<S>                                                                     <C> 
1.       DEFINITIONS ...................................................   1
         (a)      "Agreement" ..........................................   1
         (b)      "Customer" ...........................................   2
         (c)      "Documentation" ......................................   2
         (d)      "End User License Agreement" .........................   2
         (e)      "PMSI Customers" .....................................   2
         (f)      "Software" ...........................................   2
         (g)      "Subdistributor ......................................   2
         (h)      "Sublicense" .........................................   2
         (i)      "Territory" ..........................................   2
         (j)      "Trademarks" .........................................   2

2.       APPOINTMENT AND GRANT OF LICENSE ..............................   2
         (a)      Distributor License ..................................   2
         (b)      Limited Demonstration/Training/Support License .......   3
         (c)      Documentation License ................................   3
         (d)      Grant of Right to Sublicense .........................   4
         (e)      General License Provisions ...........................   4
         (f)      Exclusivity ..........................................   5

3.       ORDER PROCEDURE AND SHIPMENT AND DELIVERY TERMS ...............   6
         (a)      Orders ...............................................   6
         (b)      Shipping and Delivery ................................   6
         (c)      Cancellation of Orders ...............................   7
         (d)      Localization and Shipment from Japan .................   7

4.       PRICES (LICENSING FEES) AND PAYMENT TERMS .....................   7
         (a)      Licensing Fees .......................................   7
         (b)      Taxes ................................................   8
         (c)      Payment Schedule .....................................   8
         (d)      Installation Fees ....................................   8
         (e)      Maintenance Fees .....................................   8
         (f)      Discounts to Subdistributors and Customers ...........   9
         (g)      Hardware .............................................   9

5.       OBLIGATIONS AND FUNCTIONS OF THE COMPANY ......................   9
         (a)      Management and Support of Distribution ...............   9
         (b)      Relationship with Subdistributors ....................   9
         (c)      Adequate Company Facilities and Customer Satisfac-
                  tion .................................................  10
         (d)      Promotion and Marketing ..............................  10
         (e)      Contract Services ....................................  10
         (f)      Porting ..............................................  10
</TABLE> 

                                     i.
<PAGE>
 
<TABLE> 
<S>                                                                        <C> 
         (g)      OEM Arrangements .....................................   10
         (h)      Company's General Businesslike Conduct ...............   11
         (i)      Technical Support and Other Staff ....................   11
         (j)      Installation .........................................   11
         (k)      Keeping PMSI Informed ................................   11
         (l)      Reports and Forecasts ................................   11
         (m)      Competing Representations ............................   11

6.       OBLIGATIONS OF PMSI ...........................................   12
         (a)      Availability of Documentation ........................   12
         (b)      Training .............................................   12
         (c)      Developments .........................................   12
         (d)      Third Party OEM Arrangements .........................   12
         (e)      Maintenance Upon Termination .........................   12
         (f)      Bug Fixes ............................................   13

7.       WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY ..........   13
         (a)      PMSI's Warranty ......................................   13
         (b)      Warranty Disclaimers and Limitations .................   13
         (c)      No Warranty Pass-Through .............................   13
         (d)      Limitation of Liability ..............................   13

8.       INDEMNITY .....................................................   14
         (a)      Proprietary Rights ...................................   14
         (b)      Other Indemnity ......................................   15

9.       PROPRIETARY RIGHTS ............................................   15
         (a)      Ownership of Proprietary Rights ......................   15
         (b)      No Modification ......................................   15
         (c)      Trademarks and Trade Names ...........................   15
         (d)      Nondisclosure and Non-Use ............................   16

10.      COMPLIANCE WITH LAWS ..........................................   17
         (a)      Export Law Compliance ................................   17
         (b)      Foreign Corrupt Practices Act ........................   18
         (c)      Licenses and Permits .................................   18

11.      EFFECTIVE DATE, TERM, TERMINATION AND EFFECT OF
         TERMINATION ...................................................   18
         (a)      Effective Date .......................................   18
         (b)      Term .................................................   18
         (c)      Termination by Either Party ..........................   19
         (d)      Termination by PMSI ..................................   19
         (e)      No Other Rights Upon Termination .....................   19
         (f)      Effect of Termination ................................   19
         (g)      The Company's Duties Upon Termination ................   20
</TABLE> 
                                                                                
                                      ii.
<PAGE>
 
<TABLE> 
<S>                                                                         <C> 
12.      GENERAL TERMS ..................................................   21
         (a)      Assignment ............................................   21
         (b)      Benefits and Binding Nature of Agreement ..............   21
         (c)      Entire Agreement ......................................   21
         (d)      Force Majeure .........................................   21
         (e)      Notice ................................................   21
         (f)      Governing Law and Official Language ...................   22
         (g)      Dispute Resolution ....................................   22
         (h)      Waiver ................................................   23
         (i)      Severability ..........................................   23
         (j)      Rights and Remedies Cumulative ........................   23
         (k)      No Agency - Independent Contractors ...................   23
         (l)      Captions and Section References .......................   23
         (m)      Counterparts ..........................................   24
         (n)      No Limitation on Supplier PMSI ........................   24
         (o)      Parties Advised by Counsel -- No Interpretation
                  Against Drafter .......................................   24
         (p)      Authority to Enter Into and Execute Agreement .........   24
</TABLE> 

APPENDICES

         Appendix A:       Software
         Appendix B:       Polygen (PMSI) Standard Software License
                           Agreement
         Appendix C:       Price List
         Appendix D:       Wire Transfer (Bank) Information
         Appendix E:       PMSI Trademarks
                                                                                
                                      iii.
<PAGE>
 
                           DISTRIBUTORSHIP AGREEMENT

         This Distributorship Agreement is made and entered into as of the 1st
day of April, 1992, by and between Polygen Corporation (doing business as
Polygen Molecular Simulations Incorporated), a Delaware corporation, having its
principal place of business at 200 Fifth Avenue, Waltham, Massachusetts 02154,
U.S.A. ("PMSI") and Teijin Molecular Simulations Incorporated, a corporation
organized under the laws of Japan, with its principal place of business at 1-1,
Uchisaiwai-cho 2-chome, Chiyoda-ku, Tokyo 100, Japan ("the Company").

                                    RECITALS

         A. PMSI and Teijin Limited, a corporation organized under the laws of
Japan with its principal office at 6-7, Minamihommachi 1-chome, Chuo-ku, Osaka
541, Japan ("Teijin") have entered into a Joint Venture Agreement dated as of
February 14, 1992 (the "Joint Venture Agreement"), pursuant to which the Company
was organized as a joint venture corporation under the laws of Japan.

         B. PMSI and its subsidiaries are engaged in the design, development and
licensing of proprietary computational chemistry software products and related
documentation.

         C. It was contemplated by PMSI and Teijin under the Joint Venture
Agreement that the Company be appointed as PMSI's exclusive distributor in the
Territory (as defined below) of the Software (as defined below).

         D. PMSI is willing to grant to the Company an exclusive right to market
and sublicense the Software and related documentation in the Territory,
subject to the terms and conditions set forth in this Agreement.

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

                                   AGREEMENT

1.       DEFINITIONS.

         For the purpose of this Agreement, the following terms shall have the
following meanings unless otherwise required by the context:

         (a) "Agreement" shall mean this Distributorship Agreement as it may be
amended from time to time.

                                       1.
<PAGE>
 
         (b) "Customer" shall mean any third party user to whom the Company has,
in accordance with the terms of this Agreement and the End User License
Agreement, granted the right to use the Software.

         (c) "Documentation" shall mean the standard user documentation and
sales support materials which PMSI has published or may publish during the term
of this Agreement.

         (d) "End User License Agreement" shall mean the Company's standard end
user license agreement, pursuant to which Customers are Sublicensed by the
Company the right to use the Software. Pursuant to Section 2(d)(ii) hereof, the
End User License Agreement shall contain terms that are substantially the same
as those found in PMSI's Standard Software License Agreement, a current copy of
which is attached hereto as Appendix B.

         (e) "PMSI Customers" shall mean any third party user in the Territory
to whom PMSI or PMSI's agent has granted the right to use the Software prior to
the Effective Date hereof.

         (f) "Software" shall mean the computational chemistry software products
marketed by PMSI or PMSI's subsidiaries and licensed hereunder, to be provided
in machine readable (object code) form, and set forth on Appendix A attached
hereto, as such Appendix A may be amended from time to time by PMSI and the
Company in accordance with Section 2(a) below.

         (g) "Subdistributor" shall mean any subdistributor, agent or value-
added reseller authorized by the Company to distribute the Software.

         (h) "Sublicense" shall mean the non-exclusive, non-transferable right
(unless otherwise stated) to sublicense (without the further right to
sublicense) Software pursuant to the End User License Agreement.

         (i) "Territory" shall mean the entire country of Japan, which Territory
may be expanded from time to time by mutual agreement of PMSI and Teijin to
include other countries in the Asian Pacific Rim such as Korea and Taiwan.

         (j) "Trademarks" shall mean any trademark which PMSI owns or has right
to use as may be designated by PMSI from time to time.

2. APPOINTMENT AND GRANT OF LICENSE.

         (a) Distributor License. Subject to the terms and conditions
contained herein, PMSI hereby grants to the Company, and the Company hereby
accepts, the exclusive, non-transferable and indivisible right to market the
Software in the Territory during

                                       2.
<PAGE>
 
the term hereof solely for distribution to Customers located in the Territory.
The Company shall have no right to assign or otherwise transfer any or all of
its rights under this Agreement except as may be otherwise provided in Section
2(d) hereof with respect to the licensing and sublicensing of Customers. It is
the intention of the parties to amend Appendix A of this Agreement from time to
time to include within the definition of "Software" under this Agreement, all
computational chemistry software products that are developed or marketed by PMSI
or its subsidiaries in the future during the term of this Agreement, including
extensions of, replacements for, or improvements of the software products
presently enumerated on Appendix A; provided, however, that PMSI may at its
option exclude from "Software" and the scope of this Agreement, software
products for which it does not have distribution rights for the Territory due to
limitations or restrictions imposed by the licensor or party providing such
software products to PMSI. Notwithstanding the grant of exclusivity under this
Section 2(a), PMSI may, upon prior notice to the Company, license Software to
third parties outside the Territory who will bundle the Software with hardware
and distribute those bundled products in the Territory, provided that such
bundling shall be on an OEM basis.

         (b) Limited Demonstration/Training/Support License. PMSI hereby grants
and the Company hereby accepts, subject to the terms and conditions specified
herein, an exclusive license, except for licenses to use the Software for
demonstration and support activities that have been or may be granted by PMSI to
OEM's or computer manufacturers, to use in the Territory, during the term
hereof, the Software for demonstration and technical support of the Software,
and for training of Company and Subdistributor personnel on the Software.

         (c) Documentation License. PMSI hereby grants and the Company hereby
accepts, subject to the terms and conditions specified herein, an exclusive
license, except for licenses to use the Documentation for demonstration and
support activities that have been or may be granted by PMSI to OEM's or computer
manufacturers, to use the Documentation in the Territory during the term hereof
for the purpose of enabling the Company to carry out its sublicensing and
support obligations to PMSI Customers and Customers under this Agreement. The
Company may, at its expense, translate, copy and repackage the Documentation as
is necessary in connection with its Sublicensing of the Software pursuant to
Section 2(d) hereof. All translations of the Documentation shall, pursuant to
Section 2(e)(i) hereof, include PMSI copyright and other proprietary rights
notices. PMSI shall retain title to and ownership of any such translations of
the Documentation.

                                       3.
<PAGE>
 
         (d) Grant of Right to Sublicense.

             (i) The licenses granted under this Agreement are non-transferable,
except that the Company is hereby authorized to grant Sublicenses to Customers
of the Company or to Customers of Subdistributors for use of the Software on any
appropriate platform on the terms and conditions set forth below. Sub-licenses
of the Software may only be granted to Customers who represent that they shall
not use the Software to provide any service bureau or consulting service to any
third party, or to re-export the Software without first obtaining written
permission from PMSI. Software provided to Customers shall be in
machine-readable (object) code.

             (ii)   Until termination of this Agreement, the Company shall
Sublicense and provide the Software and Documentation to Customers pursuant only
to the terms of an End User License Agreement. Promptly following the execution
of this Agreement, the Company shall, at its expense, develop an End User
License Agreement in the Japanese language, together with an English language
translation of the same, which End User License Agreement shall contain terms
that are substantially equivalent to those set forth in PMSI's Standard Software
License Agreement (Appendix B hereto). Without prejudice to the generality of
the foregoing, and in addition to such terms, the End User License Agreement
shall expressly provide that: (x) the End User License Agreement (and any
related software maintenance agreement) between the Customer and the Company
shall be automatically assigned to PMSI or PMSI's designee in the event of
termination of this Agreement for any reason, and (y) the terms of the End User
License Agreement shall govern and control in the event of any inconsistency
between its terms and those of any purchase order between the Customer and the
Company. The Company shall provide PMSI with copies of its End User License
Agreement and the English translation thereof for PMSI's written approval. The
Company shall not transfer Software to a Customer unless and until the Company
shall have obtained a signed copy of the End User License Agreement from the
Customer, and the Company agrees to obtain prior written approval from PMSI to
any modifications or changes to the pre-approved End User License Agreement.

             (iii)  The Company agrees to use its reasonable commercial efforts
to ensure that each Customer sublicensed pursuant to this Agreement continues to
comply with the terms of the End User License Agreement. The Company shall
maintain adequate Customer records which may be inspected by PMSI during regular
business hours upon reasonable prior written notice.

         (e) General License Provisions. All licenses granted herein shall be
further subject to the following:

                                      4.
<PAGE>
 
             (i)   The Software and Documentation and any copies thereof shall
in all cases remain the exclusive property of PMSI. The Company agrees to
reproduce and include any PMSI copyright notices and other legends both in and
on every copy of the Software or Documentation in every form, including partial
copies and modifications of the Software.

             (ii)  Except as expressly set forth in Sections 2(c) and 6(a)
hereof, the Company agrees not to copy, provide, or otherwise make available any
of the Software or Documentation, in whole or in part in any form, to any person
other than employees of the Company, Subdistributors and Customers as provided
for in this Section 2. The Company agrees to take appropriate action by
instruction, agreement, or otherwise with the Company's employees or other
persons permitted access hereunder to the Software or Documentation to satisfy
its obligations under this Agreement with respect to the use, copying,
modification, protection, and security of the Software and Documentation.

             (iii) The Company agrees not to license or ship any Software to any
person in the Territory which the Company knows or has reason to know, based
upon information provided to it by the licensee at the time of grant of such
license, will cause or permit the Software ultimately to be shipped, licensed or
used outside of the Territory.

         (f) Exclusivity. The grant by PMSI to the Company of certain
"exclusive" rights with respect to the Territory shall mean that, unless
otherwise expressly permitted herein, PMSI shall have no right to, directly or
indirectly, exercise, or permit third parties to exercise, those rights in the
Territory. This shall mean, without limitation, that, without the express
written consent of the Company, PMSI:

             (i)   shall not itself license or ship any Software to any person
in the Territory; and

             (ii)  shall not license or ship any Software to any person outside
of the Territory which PMSI knows or has reason to know, based upon information
provided to it by the licensee at the time of grant of such license, will cause
or permit the Software ultimately to be shipped, licensed or used in the
Territory;

             (iii) provided, however, that PMSI may:


                   (x) grant licenses to OEM or computer manufacturers to use
the Software and Documentation for demonstration and support activities; and

                   (y) grant corporate licenses to third parties outside of the
Territory; provided, however, that in the event

                                      5.
<PAGE>
 
PMSI grants a corporate license to a third party located outside of the
Territory that has subsidiaries or facilities in the Territory, and if, at the
time of entering into such corporate license, PMSI has a reasonable belief that
a significant level (if any) of licenses will be shipped into the Territory as a
consequence of such corporate license, PMSI and the Company shall determine in
good faith the manner in which revenues arising from such third party corporate
license are to be divided between PMSI and the Company. Similarly, in the event
the Company grants a corporate license to a third party located in the Territory
that has subsidiaries or facilities outside of the Territory, and if, at the
time of entering into such corporate license, the Company has a reasonable
belief that a significant level (if any) of licenses will be shipped outside of
the Territory as a consequence of such corporate license, the Company and PMSI
shall determine in good faith the manner in which revenues arising from such
third party corporate license are to be divided between the Company and PMSI.

PMSI shall cause PMSI's subsidiaries to comply with the foregoing provisions and
limitations with respect to any Software which they have, directly or
indirectly, licensed to the Company hereunder.

3. ORDER PROCEDURE AND SHIPMENT AND DELIVERY TERMS.

         (a) Orders. The Company shall submit written purchase orders for
Software in accordance with the then current order processing procedures of PMSI
as designated from time to time by PMSI. All purchase orders placed with PMSI
for Software shall be subject to acceptance by PMSI at its principal place of
business, such acceptance not to be unreasonably withheld. PMSI shall use
reasonable efforts to meet the resale requirements of the Company and to make
deliveries in accordance with the delivery date on orders so accepted, but PMSI
shall not be liable to the Company, any Subdistributor or Customer or to any
other party, for PMSI's delay in delivery or failure to deliver any products
that are under development by PMSI at the time an order is received. If the
Company manufactures and packages Software in Japan by replicating "master"
copies of the Software and Documentation provided by PMSI, instead of submitting
purchase orders for each copy of the Software and Documentation to PMSI, the
Company shall, within eight (8) business days of the end of each calendar month,
and in addition to the reports required under Section 5(l) hereof, report to
PMSI the date of shipment and quantity of such Software shipped during such
month and the fees for such Software received from PMSI Customers, Customers and
Subdistributors during such month.

         (b) Shipping and Delivery. The following shipping and delivery
procedures shall apply to Software and Documentation ordered by the Company from
PMSI pursuant to Section 3(a) above,

                                      6.
<PAGE>
 
but shall not apply to Software and Documentation that is manufactured and
packaged by the Company in Japan for shipment directly to PMSI Customers,
Customers and Subdistributors in the Territory. In the absence of specific
instructions from the Company, the shipping and packaging method used will be at
the discretion of PMSI. Deliveries shall be made F.O.B. (as defined in Incoterms
1990, Publ. No. 460 of the International Chamber of Commerce) from PMSI's
warehouse or manufacturing facility, and shall be shipped to the Company's
address as first set forth in this Agreement. Unless the Company's order
specifies the name of a carrier, PMSI will select the carrier. PMSI shall bear
the risk of loss until such time as a shipment has been placed on board the
carrier, at which time the risk of loss shall be borne by the Company. Any
claims for damage or loss in transit shall be placed by the Company through the
carrier. All shipments will be shipped by PMSI freight collect, or if prepaid,
such freight will be subsequently billed to the Company, and the Company will
reimburse PMSI for such freight in accordance with Section 4 below. PMSI
reserves the right to deliver in advance of estimated delivery dates.

         (c) Cancellation of Orders. The Company may cancel any order (or part
thereof) for Software by giving PMSI written notice of such cancellation.

         (d) Localization and Shipment from Japan. The Company will as soon as
practical, at its expense, develop a Japanese language version of the
Documentation and/or manufacture, package and ship the Software to PMSI
Customers, Customers and Subdistributors from the Company's facilities in Japan
in accordance with procedures mutually agreed upon between PMSI and the Company.
Following the localization of the Software and Documentation pursuant to this
Section 3(d), the Company may manufacture and package the Software in Japan and
ship such Software directly to PMSI Customers, Customers and Subdistributors in
the Territory. In such case, the Company shall, within eight (8) business days
of the end of each calendar month, and in addition to the reports required under
Section 5(l) hereof, report to PMSI in English the date of shipment and quantity
of such Software shipped during such month and the fees for such Software
received from PMSI Customers, Customers and Subdistributors during such month.

4. PRICES (LICENSING FEES) AND PAYMENT TERMS.

         (a) Licensing Fees. In consideration of the licenses and rights granted
to the Company under this Agreement, the Company agrees to pay PMSI the fees
specified in PMSI's price list attached to this Agreement as Appendix C (the
("Price List"), as in effect when each order is accepted by PMSI, less an
initial discount of [*] of such Price List for the period ending on [*]; such
discount to be re-negotiated

                                                                                
*  CONFIDENTIAL TREATMENT REQUESTED

                                       7.
<PAGE>
 
annually in good faith by PMSI and the Company. Such fees are exclusive of, and
the Company shall pay, all shipping charges for each order. PMSI agrees to give
written notice to the Company at least sixty (60) days in advance of the
effective date of any change in its Price List. Such changes in PMSI's Price
List shall be made no more frequently than once during each calendar year, shall
be made only after consultation with the Company, and shall be commercially
reasonable.

         (b) Taxes. Any and all fees and other amounts due to PMSI from the
Company under this Agreement are exclusive of, and the Company shall pay and
shall indemnify and hold PMSI harmless against (i) any liability for, any sales,
use, property, license, value added, withholding, import, excise or similar tax,
federal, state or local, U.S. and non-U.S., that may be imposed upon or with
respect to the Software products or their delivery, sale, licensing, use,
ownership or possession, and (ii) any duties, tariffs, customs, import and
related fees and charges, exclusive of taxes based on PMSI's net income.
Notwithstanding the foregoing, Japanese income tax may be withheld by the
Company from the license fees payable to PMSI pursuant to Section 4(a) hereof,
so long as such withholding is required by Japanese law. The Company shall
provide PMSI with copies of tax receipts or other documents evidencing that such
taxes withheld have been paid to the Japanese tax authorities. Such evidence
shall be forwarded to PMSI no later than thirty (30) days after such taxes have
been paid.

         (c) Payment Schedule. PMSI shall invoice the Company each time Software
is shipped in accordance with the Price List attached hereto as Appendix C. The
Company will make payment to PMSI by the twentieth (20th) of each month for all
shipments made by the Company or by PMSI in the preceding month in U.S. dollars
by wire transfer of immediately available funds to such bank account as is
specified in Appendix D attached hereto, as may be revised from time to time by
PMSI. Invoices shall be considered paid when PMSI is in receipt of such funds or
upon confirmation of receipt by the bank. From and after the date of any default
of any payment due hereunder, until such default is cured, interest shall accrue
at the rate of two percent (2%) per month on such unpaid amounts, or at the
maximum rate permitted by Massachusetts law, if less.

         (d) Installation Fees. The Company may not charge Customers
installation fees except as set forth in Appendix C or as otherwise approved in
writing by PMSI.

         (e) Maintenance Fees. For each Software product, maintenance and
updates shall be provided by the Company, on behalf of PMSI, to PMSI Customers
and Customers. This maintenance service shall be provided to PMSI Customers and
Customers in accordance with PMSI's policies and the terms of the Company's
standard

                                      8.
<PAGE>
 
software maintenance agreement to be entered into between the Company and PMSI
Customers or Customers, which terms shall be mutually determined and approved by
PMSI and the Company (the "Software Maintenance Agreement"). Unless and until
the maintenance pricing shall be adjusted by PMSI in accordance with the terms
of this Agreement, the maintenance pricing to be paid to PMSI for a given
Software product shall conform to the maintenance pricing schedule shown in
attached Appendix C, less an initial discount of [*] to be retained by the
Company for the period ending on [*]; such discount to be re-negotiated annually
in good faith by PMSI and the Company. The fee for the annual maintenance
contracts and their renewals shall be paid in advance of the effective date or
renewal date thereof (as the case may be) by the Company to PMSI.

         (f) Discounts to Subdistributors and Customers. Nothing contained
herein shall prevent or otherwise limit the Company's ability to grant
additional discounts to Subdistributors and/or Customers; provided, however,
that all such discounts are and shall be borne entirely by the Company or its
Subdistributor.

         (g) Hardware. PMSI shall sell to the Company workstations manufactured
by Silicon Graphics Inc. ("SGI") at [*] of the Japanese list
price for the period ending on March 31, 1993. Thereafter, PMSI shall use
reasonable commercial efforts to extend or continue its existing relationships
with SGI and other value-added reseller hardware vendors in order to offer and
sell such hardware to the Company at a favorable price. The Company agrees to
purchase such hardware from PMSI as long as PMSI is able to offer such hardware
at prices equal to or more favorable than prices available to the Company from
other sources.

5. OBLIGATIONS AND FUNCTIONS OF THE COMPANY.

         (a) Management and Support of Distribution. The Company shall be
responsible for managing and supporting the distribution of the Software in the
Territory, including the management of Subdistributors and value-added reseller
relationships.

         (b) Relationship with Subdistributors. The Company may, in its
reasonable discretion, appoint and authorize Subdistributors to subdistribute
the Software in the Territory. In doing so, the Company shall enter into
agreements or arrangements with such Subdistributors that maximize, and shall
act to the best interests of, the distribution and support of the Software in
the Territory. The Company shall use reasonable commercial efforts to ensure
compliance by such Subdistributors with all of the Company's obligations under
this Agreement, and at all times transact with such Subdistributors on an
arms'-length basis.

                                                                 
*CONFIDENTIAL TREATMENT REQUESTED

                                      9.
<PAGE>
 
         (c) Adequate Company Facilities and Customer Satisfaction. The Company
will establish, staff, equip and maintain such place or places of business in
such location or locations in the Territory as may be necessary to provide good
customer service and support and marketing coverage in the Territory. The
Company shall use its best efforts to ensure customer satisfaction including
maintaining a qualified sales force to promote the sale/Sublicensing of the
Software.

         (d) Promotion and Marketing. The Company agrees to use its best efforts
to market, distribute, Sublicense and support the Software throughout the
Territory and further agrees that its marketing and advertising efforts will be
of high quality, in good taste, and will preserve the professional image and
reputation of PMSI and the Software. The Company agrees to include in all
related advertising materials all applicable proprietary rights' notices and any
other notices of PMSI as they appear on or in the Software. PMSI may provide, at
its option, a reasonable amount of advertising material in English, as requested
by the Company, for use in the Company's efforts to market the Software. All
such material shall remain the property of PMSI and, upon request, the Company
agrees to return same to PMSI without cost to PMSI. If required by Customer
demand, the Company shall translate all such materials into the Japanese
language or other language necessary for proper marketing of the Software in the
Territory and provide such materials to PMSI for review. PMSI shall retain title
to and ownership of any such translations. The Company agrees to refrain from
making any claim or representation concerning the Software in excess of those
made by PMSI.

         (e) Contract Services. The Company may enter into application contracts
with PMSI Customers or Customers whereby the Company will provide services to
address customer problems related to the use of the Software in the Territory.
The Company may also act as PMSI's agent with respect to the development or
establishment of strategic technology partner (STP) relationships with major
Customers and PMSI Customers in the Territory.

         (f) Porting. The Company shall act as PMSI's agent with respect to
establishing and managing porting contracts with computer companies in the
Territory. PMSI agrees to use its best commercial efforts to supply information
necessary to complete porting that is reasonably requested by the Company.

         (g) OEM Arrangements. The Company shall endeavour to establish OEM
arrangements with third parties in the Territory, and PMSI agrees to use its
best commercial efforts to supply information necessary to establish such
arrangements.

                                      10.
<PAGE>
 
         (h) Company's General Businesslike Conduct. The Company shall at all
times conduct its business in a businesslike manner and will not engage in any
deceptive, misleading, illegal or unethical business practice or any practice
that will reflect unfavorably on PMSI or the Software.

         (i) Technical Support and Other Staff. The Company agrees to develop,
maintain and train or otherwise provide a competent technical and scientific
support organization for the Software that will be responsible for the
installation and on-site servicing of the Software, the provision of remote
telephone support services, and the provision of training and application
development to PMSI Customers, Customers and Subdistributors. The Company shall
at all times have a sufficient number of competent office, sales, service and
other employees to carry out its obligations under this Agreement.

         (j) Installation. The Company shall be responsible for the installation
of the Software at Customers' facilities, either directly or through
Subdistributors.

         (k) Keeping PMSI Informed. The Company agrees to use its best efforts
to keep PMSI fully informed of all governmental, commercial and industrial
activities and plans which affect, or could affect, the Software in the
Territory. The Company shall consult with PMSI regarding any advertising or
trade practice which might affect the good name, trademarks, goodwill, or
reputation of PMSI or the Software.

         (l) Reports and Forecasts. The Company shall furnish to PMSI in
English: (i) within eight (8) business days after the end of each calendar
month, a report on the monthly sales and Sublicensing of the Software in the
Territory for the preceding month, identifying the Software shipped by the
Company or Subdistributors to Customers and the respective locations and contact
persons of such Customers, and showing the price and national currency involved
in which the Software was sold/Sublicensed and for which services relating
thereto were provided, and (ii) a rolling six (6)-month forecast of sales on a
monthly basis. The Company shall also furnish PMSI with such other reports as
PMSI may reasonably require from time to time.

         (m) Competing Representations. In consideration for the license granted
to the Company under Section 2 above, the Company agrees that during the term of
this Agreement, the Company shall not develop, contract to develop, manufacture,
sell, license, lease or otherwise distribute or exploit in any manner any
product that is directly competitive with the Software in the Territory. For the
purposes of this Agreement, a product shall be considered to be competitive with
the Software if the sale of that product could result in lower sales of the
Software.

                                      11.
<PAGE>
 
6. OBLIGATIONS OF PMSI.

         (a) Availability of Documentation. PMSI shall provide the Company with
one (1) copy of all Documentation in the English language including sales
literature, training manuals, operator manuals, graphic materials, and other
documentation relating to the Software. The Company may translate, copy, and
repackage the Documentation as is necessary in accordance with the terms of
Section 2(c) above.

         (b) Training. PMSI will provide intensive training for a reasonable
number of the Company's personnel at PMSI's facilities in the U.S.A., for a
reasonable number of days per year. The Company shall pay all travel, living and
incidental expenses of its personnel. PMSI shall also provide technical
instructors for seminars to be held in Japan on a periodic basis, subject to the
availability and reasonable schedules of such instructors. All travel, living
and incidental expenses of such instructors shall be borne by the Company.

         (c) Developments. During the term of this Agreement, PMSI will use
reasonable commercial efforts to provide the Company with full and complete
information concerning all improvements, updates, enhancements, and
modifications to the Software and will provide the Company with such
improvements, updates, enhancements and modifications for distribution to
Customers at the same time as PMSI makes any such improvement, update,
enhancement or modification generally available to its other customers. In
addition, if there is any software product which is under development by PMSI
which may be added to the definition of "Software" pursuant to Section 2(a)
hereof, PMSI shall use its reasonable commercial efforts to provide the Company,
on a regular basis as it becomes available, with full and complete information
concerning such product, including, but not limited to, the projected
development and shipping schedule, beta release, documentation and other
information that would assist with pre-marketing preparation.

         (d) Third Party OEM Arrangements. In the event that PMSI enters into an
OEM arrangement with a third party relating to the manufacture and distribution
of bundled PMSI software and third party hardware products (as contemplated
under Section 2(a) hereof), which arrangement includes distribution by such
third party in the Territory being served by the Company, PMSI agrees to
negotiate in good faith with the Company to have the Company provide technical
support for such bundled products in the Territory (if necessary). PMSI shall
give advance written notice to the Company of such OEM arrangements if support
by the Company is necessary.

         (e) Maintenance Upon Termination. Upon the termination of this
Agreement and provided that the relevant End User License

                                      12.
<PAGE>
 
Agreements and Software Maintenance Agreements have been assigned to PMSI or its
designee in accordance with Section 11(f)(iii) hereof, PMSI shall use its best
efforts to arrange for the continued maintenance and support of PMSI Customers,
Customers and the Software in the Territory.

         (f) Bug Fixes. PMSI will use its reasonable commercial efforts to
notify the Company in writing of any outstanding bugs or other defects in the
Software and will endeavour to correct such bugs and defects and supply such
corrections to the Company in accordance with PMSI's reasonable commercial
procedures.

7. WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY.

         (a) PMSI's Warranty. All Software is warranted as provided in Section
10 of the current form of PMSI's Standard Software License Agreement attached
hereto as Appendix B, the provisions of which are made a part hereof by
reference.

         (b) Warranty Disclaimers and Limitations. THE WARRANTIES DESCRIBED IN
7(a) ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. The
warranties shall apply only if PMSI's examination discloses to PMSI's
satisfaction that alleged defects actually exist and were not caused by misuse,
unauthorized modifications, neglect, improper installation or testing, attempts
to repair, or the like, or by accident, fire, power surge or failure, or other
hazard.

         (c) No Warranty Pass-Through. The Company shall not pass through to its
Customers or any other third party the warranties made by PMSI under this
Section 7, shall make no other representations to its Customers or any other
third party on behalf of PMSI, and shall expressly indicate to its Customers
that they must look solely to the Company in connection with any problems,
warranty, claim or other matters concerning the Software. No warranty,
representation or agreement herein shall be deemed to be made for the benefit of
any Customer or any other third party. Notwithstanding the foregoing, the
Company may pass through only to Customers only those warranties specified in
Section 10 of the attached PMSI Standard Software License Agreement (Appendix B
hereto). Repair or replacement of code or other items does not extend the
warranty period beyond the initial warranty period which shall begin on the date
of installation of the Software at the Customer's facilities.

         (d) Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE
FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS
OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY,
WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF THE

                                      13.
<PAGE>
 
OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. PMSI'S LIABILITY FOR ANY DAMAGES UNDER THIS AGREEMENT SHALL IN NO EVENT
EXCEED THE AMOUNTS ACTUALLY PAID BY THE COMPANY TO PMSI UNDER THIS AGREEMENT.
SOME STATES AND JURISDICTIONS OUTSIDE OF THE UNITED STATES DO NOT ALLOW THE
LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. THE
COMPANY ACKNOWLEDGES THAT THE ALLOCATION OF RISKS AND BENEFITS UNDER THIS
AGREEMENT ARE BASED ON, AND THE LICENSE FEES UNDER THIS AGREEMENT WOULD BE
GREATER IN THE ABSENCE OF, THE LIMITATIONS DESCRIBED ABOVE.

8. INDEMNITY.

         (a) Proprietary Rights. PMSI will defend the Company against a claim
that the Software furnished and used within the scope of this Agreement
infringes any third party patent, copyright or other intellectual property right
("Claim"), and PMSI will indemnify the Company for any damages finally awarded
by a court of competent jurisdiction based upon a Claim, or any amount that is
paid to finally settle a Claim, so long as PMSI has approved the settlement in
writing, provided that: (i) the Company notifies PMSI in writing within thirty
(30) days of any Claim, (ii) PMSI has sole control of the defense and all
related settlement negotiations, and (iii) the Company provides PMSI with the
assistance, information and authority necessary to perform the above. Reasonable
out-of-pocket expenses incurred by the Company in providing such assistance will
be reimbursed by PMSI.

         (i) Notwithstanding the foregoing, PMSI shall have no liability for any
claim of patent or copyright infringement based on: (A) a modification by the
Company of the Software or the use of a superseded or altered release of the
Software if such infringement would have been avoided by the use of current or
unaltered releases of the Software that PMSI provides to Distributor, or (B) the
combination, operation or use of the Software furnished under this Agreement
with products or data not furnished by PMSI if such infringement would have been
avoided by the use of the Software without such products or data.

         (ii) In the event the Software is held or is believed by PMSI to
infringe, PMSI shall have the option, at its expense, to (A) modify the Software
to be non-infringing, (B) obtain for the Company the right to continue using and
distributing the Software, or (C) terminate this Agreement with respect to the
infringing Software and refund the fees paid for such Software, to the extent
each Customer, if any, requests a corresponding refund, but in any event the
amount of the refund shall equal [*].

                                      14.

*  CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
 
         (iii) This Section 8(a) states the Company's exclusive remedy and
PMSI's entire liability for any infringement.

         (b) Other Indemnity. The Company shall be responsible and shall
indemnify and hold PMSI harmless for any and all losses, liability or damages
arising out of or incurred in connection with (i) Company's, Subdistributors' or
Customers' marketing, distribution, use or Sublicensing of the Software, except
for valid warranty claims under Section 7 above and valid third party
infringement Claims under Section 8(a) above, and (ii) any unauthorized
representation, warranty or agreement, express or implied, made by Company, any
Subdistributor or Customer to or with any other Customers or any third party
with respect to the Software.

9. PROPRIETARY RIGHTS.

         (a) Ownership of Proprietary Rights. PMSI shall retain all of its
rights, title and interest in and to and ownership of all copyrights,
trademarks, trade secrets, patents, mask works and all other industrial and
intellectual property embodied in the Software including any improvements,
updates, enhancements or modifications to the Software. Except as otherwise
expressly provided in this Agreement, the Company has no right, title or
interest in the Software or any industrial or intellectual property relating to
the Software and shall not copy, reproduce, reverse engineer, decompile,
disassemble, or otherwise use, in whole or in part, the Software. The Company
shall keep each and every item to which PMSI retains title free and clear of all
claims, liens, and encumbrances except those of PMSI, and any act of the
Company, voluntary or involuntary, purporting to create a claim, lien, or
encumbrance on such item shall be void.

         (b) No Modification. Except as required under Section 3(d) hereof, the
Company shall distribute the Software only in the form shipped by PMSI, and the
Company shall not alter, modify, or change the Software or its package or use in
relation to any product or any trademark of the Company or any third parties
without the prior written consent of PMSI.

         (c) Trademarks and Trade Names.

         (i) In connection with the distribution or advertising of the Software,
the Company may use such trade names or Trademarks of PMSI listed in Appendix E,
as may be amended from time to time by PMSI. The Company acknowledges the
validity of such Trademarks and trade names and PMSI's ownership thereof. All
such marks and names and any additional marks of which PMSI may in the future be
the proprietor will bear the designation (TM) or the designation (R) as
specified by PMSI. The Company agrees to submit to PMSI any published material
not previously reviewed by

                                      15.
<PAGE>
 
PMSI containing references to the Software for PMSI's approval prior to the
publication or release of such published material, such approval shall not be
unreasonably withheld. The Company shall not challenge PMSI's rights to use the
Trademarks or trade names which PMSI may apply to or use in connection with the
Software. If the Company in the course of its business in the distribution of
the Software acquires any goodwill or reputation in any of the Trademarks or
trade names of PMSI applied thereto, then at the expiration or termination of
this Agreement all such goodwill or reputation automatically shall vest in PMSI
without any separate payment or other consideration of any kind to Distributor,
and the Company agrees to take all such actions necessary to effect such
vesting.

         (ii) The Company shall, at the request and expense of PMSI, do such
acts or things as PMSI may reasonably require for the purpose of obtaining,
maintaining, enforcing and preserving any of the Trademarks, trade names or
other proprietary rights of PMSI in the Territory; provided, however, that the
Company agrees that only PMSI has the right to enjoin any infringement or
registration by a third party of the trademarks, trade names or similar rights.
In the event that any unlawful copying of the Software, infringement of PMSI's
rights in the Software, or infringement or registration by a third party of
the trademarks, trade names or other property rights of PMSI in the Territory
comes to the attention of the Company, the Company shall immediately inform PMSI
in writing, stating the full facts of the infringement or registration known to
it, including the identity of the suspected infringer or registrant, the place
of the asserted infringement or registration and evidence thereof. The Company
agrees to cooperate fully with PMSI at the expense of PMSI if PMSI sues to
enjoin such infringements or to oppose or invalidate any such registration.
Notwithstanding the foregoing, in the event that PMSI refuses in writing to
enjoin such infringements or to oppose or invalidate any such registration
following a written request by the Company to do so, the Company may, at its
expense, sue to enjoin or otherwise oppose any such infringement of PMSI's
proprietary rights.

         (iii) Except as permitted herein, the Company shall not (nor shall it
attempt to) adopt, use, or register any acronym, Trademark, trade names or other
marketing name of PMSI or any confusingly similar work or symbol as part of the
Company's own name or the name of any of its affiliates or the names of the
products it markets.

         (d) Nondisclosure and Non-Use.

         (i) Without the prior written consent of the supplying party, no
receiving party, its officers, directors, agents or employees shall, in the case
of Confidential Information (as defined hereafter) of a business nature, both
during the term of

                                      16.
<PAGE>
 
this Agreement and for a period of three (3) years after termination of this
Agreement, and in the case of Confidential Information of a technical nature,
both during the term of this Agreement and for period of ten (10) years after
the termination of this Agreement, in any manner whatsoever disclose or
communicate such information to a third party, except as legally required by a
governmental or judicial agency, and each party agrees to keep such Confidential
Information strictly confidential. For the purpose of this Agreement, the term
"Confidential Information" shall mean and include any and all financial and
other information relating to PMSI's or the Company's business and their
respective relationships with Teijin, the Software, the Documentation,
information relating to the Software (including but not limited to technical
information such as design specifications, instructions, and know-how) acquired
either directly or indirectly by either party hereunder; provided, however, that
all such Confidential Information shall be clearly marked as "confidential" and
the term "Confidential Information" shall not include any information which:

                  (1) has become or entered the public domain through no fault
of the receiving party; or

                  (2) was in the demonstrable possession of the receiving party
prior to or at the time of receipt hereunder; or

                  (3) was or has been obtained lawfully from a third party; or

                  (4) has been independently developed by the receiving party
without violation of its obligations under this Agreement, and which independent
development is properly documented by such party.

         (ii) Each party agrees, during the term of this Agreement, that it
shall not use any Confidential Information obtained from the other for any
purpose whatsoever except in a manner expressly provided for in this Agreement.
The provisions of this Section 9(d) shall survive the termination of this
Agreement.

10. COMPLIANCE WITH LAWS.

         (a) Export Law Compliance. The Company understands and recognizes that
the Software and other materials made available to it hereunder may be subject
to the export administration regulations of the United States Department of
Commerce and other United States government regulations related to the export of
technical data and equipment and products produced therefrom. The Company
represents that it is familiar with and agrees to comply with all such
regulations, including any future modifications thereof, in connection with the
distribution of the Soft-

                                      17.
<PAGE>
 
ware. The Company agrees that it will not export or re-export outside the
Territory, directly or indirectly, any Software or technical data relating to
the Software without the prior written consent of PMSI and without complying
with all applicable regulations. The Company agrees to obtain the same agreement
from each of its Subdistributors and Customers. The Company hereby agrees to
indemnify and hold PMSI harmless from any breach of this Section 10(a) by it,
any Subdistributor and/or Customer.

         (b) Foreign Corrupt Practices Act. The Company hereby agrees to refrain
from making any payments to third parties which could cause PMSI to violate the
U.S. Foreign Corrupt Practices Act. The Company hereby agrees to indemnify and
hold PMSI harmless from any breach of this Section 10(b).

         (c) Licenses and Permits. The Company shall be responsible for
obtaining at its own expense, and shall use its best efforts to obtain, any and
all required non-U.S. governmental authorizations, including without limitation
any import licenses and foreign exchange permits. The Company shall provide
proof of compliance with required non-U.S. governmental authorization to PMSI
upon request. PMSI shall not be liable if any authorization is delayed, denied,
revoked, restricted or not renewed. The Company shall bear all such risks and
costs caused thereby. In addition, if this Agreement is terminated due to a
default of the Company, PMSI or its designee shall be exclusively entitled,
free-of-charge, to any rights the Company may have acquired as a result of, or
in, governmental approvals, authorizations or permits. If this Agreement is
terminated due to a default of PMSI, PMSI shall pay the Company a reasonable sum
to be mutually agreed upon for the exclusive transfer to PMSI or its designee of
any such rights the Company may have acquired as a result of, or in, said
governmental approvals, authorizations or permits. The Company agrees to use its
best efforts to effect the transfer of interest in the foregoing approvals,
authorizations or permits to PMSI or to any third party so identified by PMSI.

11. EFFECTIVE DATE, TERM, TERMINATION AND EFFECT OF TERMINATION.

         (a) Effective Date. This Agreement shall become effective on the later
to occur of: (i) the date of execution of this Agreement by the parties, or (ii)
the date on which Japanese governmental clearance (whether in the form of an
approval, notification or otherwise) is obtained with respect to Japanese
foreign exchange and trade control regulations (the "Effective Date")

         (b) Term. This Agreement shall commence on the Effective Date and shall
remain in full force and effect until the dissolution of the Company pursuant to
the terms of the Joint Venture Agreement or unless the parties otherwise agree.

                                      18.
<PAGE>
 
         (c) Termination by Either Party. Notwithstanding anything in this
Agreement to the contrary, either party shall have the right, in addition and
without prejudice to any other rights or remedies, to terminate this Agreement
immediately upon written notice to the other party if the other party commits
any material breach of any of the terms of this Agreement which, in the case of
a breach capable of remedy, shall not have been remedied within thirty (30) days
of the receipt by the party in default of notice specifying the breach and
requiring its remedy.

         (d) Termination by PMSI. PMSI shall have the right, in addition and
without prejudice to any other rights or remedies, to terminate this Agreement:

            (i) upon the termination of the Joint Venture Agreement for any
reason, unless otherwise mutually agreed between PMSI and Teijin where all the
shares of the Company are acquired by either Teijin or PMSI pursuant to Section
12 of the Joint Venture Agreement; or

            (ii) upon written notice at any time for breach of Section 9
hereof (Proprietary Rights).

         (e) No Other Rights Upon Termination. It is expressly understood and
agreed that the rights of termination as provided in this Agreement are absolute
and that both parties hereto have considered the making of expenditures in
preparing for performance as contemplated by this Agreement and possible losses
and damages incident and resulting to them that may result in the event of its
termination. Therefore, in agreeing to said terms of termination it is with the
full knowledge of such possibilities and except as provided herein neither party
hereto shall be responsible to the other for compensation, damages or otherwise
by reason of such termination of this Agreement at any time. Further, no
payments in the nature of severance payments shall be due either party upon
termination of this Agreement at any time. Without limiting the generality of
the foregoing, the Company understands and acknowledges that any contracts or
other arrangements it enters into with any third parties with respect to the
Software will be subject and subordinate to the rights of termination set forth
in this Agreement. The Company will indemnify and hold PMSI harmless from any
and all liability, loss, damages, costs or expenses incurred by PMSI in
connection with claims by any such third party made because of the termination
of this Agreement.

         (f) Effect of Termination. Termination or expiration of this Agreement
shall not affect any other rights of either party which may have accrued up to
the date of such termination or expiration and the Company shall not be relieved
of any obligation for any sums due to PMSI for the Software or services covered
by purchase orders accepted prior to termination or expi-

                                      19.
<PAGE>
 
ration or any confidentiality obligations of the Company under Section 9(d) of
this Agreement. Upon termination:

            (i) the due date of all outstanding invoices to the Company for the
Software shall automatically be accelerated to become due and payable by
immediate wire transfer on the effective date of termination, even if longer
terms have been previously agreed to;

            (ii) all orders or portions thereof remaining unshipped as of the
effective date of termination shall automatically be cancelled; and

            (iii) all executed End User License Agreements and Software
Maintenance Agreements between Customers and the Company then in effect, and all
rights and obligations thereunder, shall immediately be assigned by the Company
to PMSI or its designee.

         (g) The Company's Duties Upon Termination. Upon the termination or
expiration of this Agreement, the Company agrees to do the following:

            (i) refrain thereafter from representing itself as a distributor of
PMSI or using any trademarks or trade names of PMSI;

            (ii) immediately return to PMSI or immediately destroy (A) all
Confidential Information of PMSI including but not limited to advertising matter
and (B) all other printed material in its possession or under its control
containing or bearing any trademark or trade names of PMSI;

            (iii) take all appropriate steps to remove and cancel its listing in
telephone books, directories, public records or elsewhere, which state or
indicate that the Company is a distributor of PMSI;

            (iv) make available to PMSI for a period of one (1) year for
inspection and copying all books and records of the Company that pertain to the
Company's performance of and compliance with its obligations, warranties and
representations under this Agreement; and

            (v) immediately cease using the applicable Software, and certify in
writing to PMSI within thirty (30) days after such termination that the Company
has either destroyed, permanently erased or returned to PMSI the Software, all
related Documentation and all copies. This requirement applies to copies in all
forms, partial and complete, in all types of media and computer memory and
storage, and whether or not modified or merged into other programs or materials.

                                      20.
<PAGE>
 
12. GENERAL TERMS.

         (a) Assignment. Except in connection with the sale of all or
substantially all of PMSI's assets, or its business (by merger or otherwise), or
any similar transfer by PMSI, any attempted assignment of the rights or
delegation of the obligations under this Agreement shall be void without the
prior written consent of the non-assigning or non-delegating party.

         (b) Benefits and Binding Nature of Agreement. In the case of any
permitted assignment or transfer of or under this Agreement, this Agreement or
the relevant provisions shall be binding upon, and inure to the benefit of, the
successors, executors, heirs, representatives, administrators and assigns of the
parties hereto.

         (c) Entire Agreement. This Agreement, together with the Appendices
attached hereto and incorporated herein by reference, embodies the final,
complete and exclusive understanding between the parties, and replaces and
supersedes all previous agreements, understandings or arrangements between the
parties with respect to its subject matter. No modification or waiver of any
terms or conditions hereof, nor any representations or warranties shall be of
any force or effect unless such modification or waiver is in writing and signed
by an authorized officer of each party hereto. It is expressly agreed that any
of the terms and conditions of the Company's purchase order or the like shall be
superseded by the terms and conditions of this Agreement.

         (d) Force Majeure. Neither party shall be liable to the other for its
failure to perform any of its obligations under this Agreement, except for
payment obligations, during any period in which such performance is delayed
because rendered impracticable or impossible due to circumstances beyond its
reasonable control, including but not limited to fire, flood, earthquake,
explosion, acts of God, labor trouble or shortage, inability to obtain or
shortage of materials, equipment or transportation, insurrections, riots, war,
acts or requirements of the governments in any state, provided that the party
experiencing the delay promptly notifies the other of the delay. Any
installation, warranty, technical support, consulting services and other
services to be performed at the Company's facility may not be performed if PMSI
reasonably believes conditions at such facility represent a safety or health
hazard to any PMSI employee.

         (e) Notice. All notices concerning this Agreement shall be written in
the English language and shall be deemed to have been received (i) ten (10) days
after being properly airmailed, postage prepaid, (ii) three (3) business days
after being properly sent by commercial overnight courier, or (iii) two (2)
business days after being transmitted by confirmed telecopy, in each case
addressed to the relevant party at its address first

                                      21.
<PAGE>
 
set forth in this Agreement to the attention of Michael J. Savage, President, in
the case of PMSI, and to the attention of ______________________________________
in the case of the Company.

         (f)   Governing Law and Official Language. This Agreement is made in
accordance with and shall be governed and construed under the laws of the State
of Massachusetts, U.S.A., as applied to agreements executed and performed
entirely in Massachusetts by Massachusetts residents and in no event shall this
Agreement be governed by the United Nations Convention on Contracts for the
International Sale of Goods; provided, however, that the provisions of this
Agreement relating to dispute resolution, as set forth in Section 12(g) below,
shall be governed exclusively by the United States Arbitration Act (9 U.S.C.
Section et. seq.) notwithstanding any different or contrary provision of state
law. The official text of this Agreement and any Appendix or any notice given or
accounts or statements required by this Agreement shall be in English. In the
event of any dispute concerning the construction or meaning of this Agreement,
reference shall be made only to this Agreement as written in English and not to
any other translation into any other language.

         (g)   Dispute Resolution. If a dispute arises between the parties
arising out of or in relation to this Agreement, the parties shall use all
reasonable efforts to resolve the dispute through good faith discussions. The
senior management of each of PMSI and the Company commits itself to respond
promptly to any such dispute. In the event that PMSI and the Company are unable,
after exerting all reasonable efforts, to resolve the said dispute, the said
dispute shall be finally settled through binding arbitration on the following
basis:

         (i)   The arbitration shall be conducted by a panel of three (3)
arbitrators under the International Arbitration Rules of the American
Arbitration Association then in force, by which each of PMSI and the Company
agrees to be bound. Within thirty (30) days after notice of arbitration has been
given, each of PMSI and the Company shall appoint one (1) arbitrator. The
arbitrators appointed by the parties shall then appoint a third arbitrator, who
shall serve as the presiding arbitrator.

         (ii)  If demand for arbitration is made by the Company, the place of
arbitration shall be Boston, Massachusetts, U.S.A, and if demand for arbitration
is made by PMSI, the place of arbitration shall be Tokyo, Japan.

         (iii) The language to be used in the arbitration shall be English.

                                      22.
<PAGE>
 
            (iv)  Any arbitrator may be of any nationality, and need not be a
lawyer or hold any other professional status or membership.

            (v)   The arbitral award shall be rendered in writing, shall state
the reasons for the award, and shall be final and binding upon the parties. In
no event shall the arbitral award include a sum for punitive damages.

            (vi)  Judgment upon any award may be entered by any court of
competent jurisdiction, or application may be made to such a court for judicial
acceptance of the award and any appropriate order including enforcement.

            (vii) Each of PMSI and the Company shall bear its own expenses and
attorneys' fees in connection with the arbitration.

         (h) Waiver. Any waiver (express or implied) by either party of any
default or breach of this Agreement shall not constitute a waiver of any other
or subsequent default or breach.

         (i) Severability. In the event that any provision of this Agreement
shall be unenforceable or invalid under any applicable law or be so held by
applicable court decision, such unenforceability or invalidity shall not
render this Agreement unenforceable or invalid as a whole, and, in such event,
such provision shall be changed and interpreted so as to best accomplish the
objectives of such unenforceable or invalid provision within the limits of
applicable law or applicable court decisions.

         (j) Rights and Remedies Cumulative. Except as expressly provided
herein, the rights and remedies provided in this Agreement shall be cumulative
and not exclusive of any other rights and remedies provided by law or otherwise.

         (k) No Agency - Independent Contractors. The Company shall act as an
independent contractor under the terms of this Agreement. The Company is not,
and shall not be deemed to be, an employee, agent, partner or legal
representative of PMSI for any purpose. The Company shall not be entitled to
enter into any contracts in the name of, or on behalf of PMSI, nor shall the
Company be entitled to pledge the credit of PMSI in any way or hold itself out
as having authority to do so.

         (l) Captions and Section References. The section headings appearing in
this Agreement are inserted only as a matter of convenience and in no way
define, limit, construe or describe the scope or extent of such section or in
any way affect such section.

                                      23.
<PAGE>
 
         (m) Counterparts. This Agreement may be executed in counterparts with
the same force and effect as if each of the signatories had executed the same
instrument.

         (n) No Limitation on Supplier PMSI. Nothing in this Agreement shall be
construed so as to preclude PMSI from selling or otherwise marketing any of the
Software to (i) any Customer outside the Territory, (ii) any value added
reseller or original equipment manufacturers outside the Territory, or (iii) any
other distributors outside the Territory.

         (o) Parties Advised by Counsel -- No Interpretation Against Drafter.
This Agreement has been negotiated between unrelated parties who are
sophisticated and knowledgeable in the matters contained in this Agreement and
who have acted in their own self interest. In addition, each party has been
represented by legal counsel. Accordingly, any rule of law, including Section
1654 of the California Civil Code, as well as any other statute, law, ordinance,
or common law principles or other authority of any jurisdiction of similar
effect, or legal decision that would require interpretation of any ambiguities
in this Agreement against the party who has drafted it is not applicable and is
hereby waived. The provisions of this Agreement shall be interpreted in a
reasonable manner to effect the purpose of the parties, and this Agreement shall
not be interpreted or construed against any party to this Agreement because that
party or any attorney or representative for that party drafted this Agreement or
participated in the drafting of this Agreement.

         (p) Authority to Enter Into and Execute Agreement. Both parties
represent and warrant to each other that they have the right and lawful
authority to enter into this Agreement for the purposes herein and that there
are no other outstanding agreements or obligations inconsistent with the terms
and provisions hereof.

                                      24.
<PAGE>
 
                                   Appendix A

                                    SOFTWARE

                                   (attached)

                                      26.
<PAGE>
 
                                  APPENDIX B

              POLYGEN (PMSI) STANDARD SOFTWARE LICENSE AGREEMENT

                                  (attached)

                                      27.
<PAGE>
 
         IN WITNESS WHEREOF, the parties hereto have each caused this Agreement
to be signed and delivered by their duly authorized representatives as of the
date first set forth above.

                                       POLYGEN CORPORATION

                                       By: /s/ MICHAEL J. SAVAGE
                                           President

                                       TEIJIN MOLECULAR SIMULATIONS INCORPORATED

                                       By:    /s/ Takehisa Tokunaga
                                             -----------------------
                                       Name:  Takehisa Tokunaga
                                       Title: 
                                                                                
                                      25.
<PAGE>
 
                             Appendix A: Software

                         POLYGEN/MOLECULAR SIMULATIONS

                    MOLECULAR MODELING PRODUCTS PRICE LIST

                                PRICING SUMMARY

                       JAPAN END-USER BUNDLED PRICE LIST

                          EFFECTIVE JANUARY 01, 1992

              --------------------------------------------------
              PRICES ARE VALID ONLY WHEN PURCHASED WITH HARDWARE
              --------------------------------------------------

           Prices include software documentation, but do not include
         hardware, installation, training, or continuing license fees.

<TABLE>
<CAPTION>
SYSTEM SOFTWARE                                                                                                 DESKTOP
-----------------------------------------------------------------------------------------------------------------------
PART NUMBER     DESCRIPTION                     REVISION        AVAILABILITY    COMMERCIAL      ACADEMIC        ANN. SU
-----------------------------------------------------------------------------------------------------------------------
<S>             <C>                             <C>             <C>          <C>             <C>                 <C>
XGBEXX          BIOGRAF (Indigo)                  2.2               Now       Yen 5,250,000    Yen 2,265,000       4320
XGNMEXX         NMRgraf (Indigo)                  2.2               Now       Yen 3,500,000    Yen 1,750,000       2880
POLEXX          Polaris (Indigo)                  3.0               Now       Yen 2,625,000    Yen 1,312,500       2160
XGPGEXX         POLYGRAF (Indigo)                 2.2               Now       Yen 7,000,000    Yen 3,500,000       5760
QNTXX           QUANTA (Indigo)                   3.2               Now       Yen 3,750,000    Yen 1,875,000       3600
QINORGXX        Inorganic Solids Modeling         3.2               Now       Yen 3,750,000    Yen 1,875,000       2550
QPOLYXX         Polymer Dynamics                  3.2               Now       Yen 3,750,000    Yen 1,875,000       2550
QPROTXX         Protein Modeling                  3.2               Now       Yen 3,750,000    Yen 1,875,000       2550
QSTARXX         X-Ray Structure Analysis          3.2               Now       Yen 3,750,000    Yen 1,875,000       2550
</TABLE>

        NOTE: If QUANTA is purchased, at least one copy of networked CHARMm 
must be available for use. 

<TABLE>
<CAPTION>
SYSTEM SOFTWARE                                                                                                PERSONAL
-----------------------------------------------------------------------------------------------------------------------
PART NUMBER     DESCRIPTION                     REVISION        AVAILABILITY    COMMERCIAL      ACADEMIC        ANN. SU
-----------------------------------------------------------------------------------------------------------------------
<S>             <C>                             <C>             <C>          <C>              <C>                 <C>
XGBEXX          BIOGRAF (SGI/IBM)                 2.2               Now       Yen  7,000,000   Yen 3,500,000       5760
XGNMEXX         NMRgraf (SGI/IBM)                 2.2               Now       Yen  5,250,000   Yen 2,625,000       4320
POLEXX          Polaris (SGI)                     3.0               Now       Yen  4,375,000   Yen 2,187,500       3600
XGPGEXX         POLYGRAF (SGI/IBM)                2.2               Now       Yen 10,500,000   Yen 5,250,000       8640
QNTXX           QUANTA (SGI/IBM)                  3.2               Now       Yen  6,240,000   Yen 3,120,000       6000
QINORGXX        Inorganic Solids Modeling         3.2               Now       Yen  4,992,000   Yen 2,496,000       3400
QPOLYXX         Polymer Dynamics                  3.2               Now       Yen  4,992,000   Yen 2,496,000       3400
QPROTXX         Protein Modeling                  3.2               Now       Yen  4,992,000   Yen 2,496,000       3400
QSTARXX         X-Ray Structure Analysis          3.2               Now       Yen  4,992,000   Yen 2,496,000       3400
</TABLE>

        NOTE: If QUANTA is purchased, at least one copy of networked CHARMm 
must be available for use. 

                     --------------------------------------
                          PRICE PER SERVICE UNIT (SU)
                     --------------------------------------
                                     Level 1     Level 2 
                     Commercial      Yen 220     Yen 265
                     Academic        Yen  35     Yen 105
                    --------------------------------------

Proprietary and Confidential Polygen/Molecular Simulations Japan Price List
                                                               January 30, 1992
<PAGE>
 
          System Software                                  Professional/Power
________________________________________________________________________________
<TABLE>
<CAPTION>
PART NUMBER     DESCRIPTION                  REVISION   AVAILABILITY    COMMERCIAL      ACADEMIC        ANN. SU
_______________________________________________________________________________________________________________
<S>             <C>                          <C>        <C>             <C>             <C>             <C>
XGBHXX          BIOGRAF (SGI/IBM)              2.2         Now          Yen10,500,000   Yen5,250,000      8640
XGNMHXX         NMRgraf (SGI/IBM)              2.2         Now          Yen 8,750,000   Yen4,375,000      7200
POLHXX          Polaris (Stardent/SGI)         3.0         Now          Yen 6,125,000   Yen3,062,500      5040
XGPGHXX         POLYGRAF (SGI/IBM)             2.2         Now          Yen15,750,000   Yen7,875,000      2960
QNTXX           QUANTA (SGI/IBM)               3.2         Now          Yen 6,240,000   Yen3,120,000      6000
QINORGXX        Inorganic Solids Modeling      3.2         Now          Yen 4,992,000   Yen2,496,000      3400
QPOLYXX         Polymer Dynamics               3.2         Now          Yen 4,992,000   Yen2,496,000      3400
QPROTXX         Protein Modeling               3.2         Now          Yen 4,992,000   Yen2,496,000      3400
QSTARXX         X-Ray Structure Analysis       3.2         Now          Yen 4,992,000   Yen2,496,000      3400

        Note: If QUANTA is purchased, at least one copy of networked CHARMm must be available for use.



        QUANTA Options                                                                                 SGI/IBM
_______________________________________________________________________________________________________________
<CAPTION>
PART NUMBER     DESCRIPTION                  REVISION   AVAILABILITY    COMMERCIAL      ACADEMIC        ANN. SU
_______________________________________________________________________________________________________________
<S>             <C>                          <C>        <C>             <C>             <C>             <C>
QBDSXX          Brownian Dynamics Sim          3.2         Now          Yen 2,500,000   Yen1,250,000      1705

        Note: Purchase of Brownian Dynamics requires purchase of UHBD.

QCRYSTXX        Crystal Modeling               3.2         Now          Yen 2,125,000   Yen1,062,500      1450
QHELIXXX        Helix Modeling                 3.2         Now          Yen 2,125,000   Yen1,062,500      1450
QMM2XX          MM2 Interface                  3.2         Now          Yen 1,250,000   Yen  625,000       850
QPBEXX          Poisson-Boltzmann Electro      3.2         Now          Yen 2,125,000   Yen1,062,500      1450

        Note: Purchase of Poisson-Boltmann Electrostatics requires purchase of UHBD.

QOPINTXX        QUANTA Open Interface          3.2         Now          Yen 5,000,000   Yen2,500,000      3410
QQMIXX          Quantum Mechanics Interface    3.2         Now          Yen 2,500,000   Yen1,250,000      1705
QNMRSXX         NMR Structure                  3.2      Dec, 1991       Yen 4,992,000   Yen2,496,000      2400



        QUANTA NMR Software                                                                            SGI/IBM
_______________________________________________________________________________________________________________
<CAPTION>
PART NUMBER     DESCRIPTION                  REVISION   AVAILABILITY    COMMERCIAL      ACADEMIC        ANN. SU
_______________________________________________________________________________________________________________
<S>             <C>                          <C>        <C>             <C>             <C>             <C>
QMADXX          MADNMR                          x          Now          Yen 3,750,000   Yen1,825,000      2555
QMADPXX         MADNMR+                         x          Now          Yen 6,250,000   Yen3,125,000      4260
QDISNOEXX       DISCON/NOESYSIM                 x          Now          Yen 2,500,000   Yen1,250,000      1705
</TABLE>


                        __________________________________
                        <TABLE>
                            PRICE PER SERVICE UNIT(SU)
                        __________________________________
                        <CAPTION>
                        <S>            <C>       <C>
                                        Level 1   Level 2
                         
                         Commercial     Yen 220   Yen 265
                         Academic       Yen  35   Yen 105
                        </TABLE>
                        __________________________________


                 Polygen/Molecular Simulations Japan Price List
January 30, 1992                                    Proprietary and Confidential
<PAGE>
 
         CERIUS SOFTWARE                                                SGI/IBM
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Part Number          Description                      Revision   Availability   Commercial     Academic       Ann.SU
---------------      ------------------------------   --------   ------------   ------------   ------------   ------
<S>                  <C>                              <C>        <C>            <C>            <C>            <C>
BUILDER MODULES  
CSVSXX               Visualizer (required for all)       2.3         Now        Yen  437,500   Yen  218,750     400
CSCRXX               Crystals                            2.3         Now        Yen1,312,500   Yen  656,250    1200
CSCLRXX              Surfaces                            2.3      Mar., 1992    Yen  437,500   Yen  218,750     400
CSINTXX              Interfaces                          3.0      Mar., 1992    Yen  437,500   Yen  218,750     400 
CSPLXX               Polymers                            2.3         Now        Yen  437,500   Yen  218,750     400

CALCULATION MODULES
CSOF1XX              Open Force Field MM/MD(1)           3.0      Mar., 1992    Yen6,562,500   Yen3,281,500    6000
CSOF2XX              Open Force Field MM/MD(2)           3.0      Mar., 1992         TBD            TBD        TBD
CSSRPXX              Sorption                            2.3         Now        Yen2,187,500   Yen1,093,750    2000
CSPCKXX              Crystal Packer                      2.3         Now        Yen1,312,500   Yen  656,250    1200
CSMPXX               MopacU1                             2.3         Now        Yen  875,000   Yen  437,500     800
CSSMXX               Statmech                            2.3         Now        Yen2,625,000   Yen1,312,500    2400
CSDLSXX              DLS-UI                              2.3         Now        Yen1,093,750   Yen  546,875    1000
CSDF1XX              Diffraction I                       2.3         Now        Yen2,625,000   Yen1,312,500    2400
CSDF2XX              Diffraction II                      2.3         Now        Yen1,750,000   Yen  875,000    1600
CSDF3XX              Diffraction III                     2.3         Now        Yen1,093,750   Yen  546,875    1000
CSDF4XX              Diffraction IV                      2.3         Now        Yen2,625,000   Yen1,312,500    2400
CSRTVXX              Rietveld                            3.0      Mar., 1992    Yen1,750,000   Yen  875,000    1600
CSHRXX               HRTEM                               2.3         Now        Yen2,625,000   Yen1,312,500    2400
</TABLE>

        NOTE: PRICES INCLUDE FIRST YEAR MAINTENANCE
        NOTE: DLS-UI, Sorption, Diffraction I, Diffraction III, HRTEM, 
        Surfaces, Interfaces, Crystal Packer, and Rietveld require CERIUS 
        Crystals.
        NOTE: StatMech requires CERIUS Polymers.
        NOTE: When quoting Open Force Field MM/MD, all Builder Modules should 
        be included in the quote.
        NOTE: Open Force Field MM/MD) (1) is for Desktop and Personal/Entry 
        machines only. Open Force Field MM/MD (2) is for Professional and Power
        machine only.            


        AVS CHEMISTRYVIEWER
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Part Number          Description                      Revision   Availability   Commercial     Academic       Ann.SU
---------------      ------------------------------   --------   ------------   ------------   ------------   ------
<S>                  <C>                              <C>        <C>            <C>            <C>            <C>
                     Chemistry Viewer alone                                     Yen1,312,500   Yen  656,250     720
                     Chemistry Viewer with AVS                                  Yen1,750,000   Yen  875,000    1440
</TABLE>

        NOTE: First year maintenance is required with AVS and Chemistry Viewer

                         ------------------------------
                          Price per Service Unit (SU)
                         ------------------------------
                                      Level 1   Level 2
                         Commercial   Yen220    Yen265
                         Academic     Yen 35    Yen105
                         ------------------------------

Proprietary    Polygen/Molecular Simulations Japan Price List   January 30, 1992
and 
Confidential
<PAGE>
 
<TABLE>
<CAPTION>

                        CHARMm                                                                          ALL PLATFORMS
----------------------------------------------------------------------------------------------------------------------
PART NUMBER    DESCRIPTION                    REVISION  AVAILABILITY    COMMERCIAL            ACADEMIC         ANN. SU
----------------------------------------------------------------------------------------------------------------------
<S>            <C>                             <C>         <C>         <C>                  <C>                  <C>
CDESKXX        Desktop CHARMm                   21.3        Now        Yen 3,750,000*       Yen 1,875,000*        2550
CPERSXX        Personal CHARMm                  21.3        Now        Yen 5,990.000*       Yen 2,995.000*        4085
CPROFXX        Professional CHARMm              21.3        Now        Yen10,500.000*       Yen 5,250.000*        7160
CPARLXX        Power CHARMm                     21.3        Now        Yen18,000.000*       Yen 9,000.000*       12270
</TABLE>

        NOTE: At least one copy of networked CHARMm must be available for use. 
              Above prices (*) effective only at time of purchase with QUANTA 
              and include standard discounts. For individual CHARMm pricing, 
              see pricing below.

        NOTE: Desktop CHARMm is only available for the SGI Indigo.

<TABLE>
<S>            <C>                             <C>          <C>        <C>                  <C>                  <C>
CPERSXX        Personal Stand-alone CHARMm      21.3        Now        Yen11,980,000        Yen 5,990,000         8165
CPROFXX        Professional Stand-alone CHARMm  21.3        Now        Yen15,000.000        Yen 7,500.000        10225
CPARLXX        Power Batch stand-alone CHARMm   21.3        Now        Yen22,500.000        Yen11,250.000        15340
CSUPRXX        Super stand-alone CHARMm         21.3        Now        Yen55,000.000        Yen27,500.000        37500
CSUPRLXX       Ltd. License Super CHARMm        21.3        Now        Yen33,000.000        Yen16,500.000        22500
CSRCXX         CHARMm Source Code               21.3        Now        Yen12,500.000        Yen 6,250.000         8520
</TABLE>

        NOTE: CHARMm source code may only be purchased in addition to a 
              standard CHARMm object license.

<TABLE>
<CAPTION>
                        X-PLOR                                                                          ALL PLATFORMS
----------------------------------------------------------------------------------------------------------------------
PART NUMBER    DESCRIPTION                    REVISION  AVAILABILITY    COMMERCIAL            ACADEMIC         ANN. SU
----------------------------------------------------------------------------------------------------------------------
<S>            <C>                             <C>      <C>            <C>                  <C>                <C>  
XPERSXX        Personal X-PLOR                  2.11        Now        Yen 7,488,000        Yen 3,744,000         5105
XPROFXX        Professional X-PLOR              2.11        Now        Yen11,000.000        Yen 5,500.000         7500
XPARLXX        Power X-PLOR                     2.11        Now        Yen16,000.000        Yen 8,000.000        10900
XSUPRXX        Super X-PLOR                     2.11        Now        Yen33,500,000        Yen16,750,000        22840
XSUPRLXX       Ltd. License Super X-PLOR        2.11        Now        Yen19,500.000        Yen 9,750.000        13295
XSRCXX         X-PLOR Source Code               2.11        Now        Yen12,500.000        Yen 6,250.000         8250
</TABLE>

        NOTE: X-PLOR source code may only be purchased in addition to a 
              standard X-PLOR object license.

<TABLE>
<CAPTION>
                        UHBD                                                                             ALL PLATFORMS
----------------------------------------------------------------------------------------------------------------------
PART NUMBER    DESCRIPTION                    REVISION  AVAILABILITY    COMMERCIAL            ACADEMIC         ANN. SU
----------------------------------------------------------------------------------------------------------------------
<S>            <C>                             <C>      <C>            <C>                  <C>                <C>  
UPERSXX        Personal UHBD                    2.2         Now        Yen10,000,000        Yen 5,000,000         6820
UPROFXX        Professional UHBD                2.2         Now        Yen11,250.000        Yen 5,625.000         7670
UPARLXX        Power UHBD                       2.2         Now        Yen12,500.000        Yen 6,250.000         8250
</TABLE>

<TABLE>
<CAPTION>
                     GRAF Batch                                                                         ALL PLATFORMS
----------------------------------------------------------------------------------------------------------------------
PART NUMBER    DESCRIPTION                    REVISION  AVAILABILITY    COMMERCIAL            ACADEMIC         ANN. SU
----------------------------------------------------------------------------------------------------------------------
<S>            <C>                             <C>      <C>            <C>                  <C>                <C>   
GRAFBXX        Alliant version                              Now        Yen10,500,000        Yen 5,250,000         8640
GRAFBXX        DEC version                                  Now        Yen 8,750.000        Yen 4,375.000         7200
GRAFBXX        Convex version                               Now        Yen14,000.000        Yen 7,000.000        11520
GRAFBXX        Cray version                                 Now        Yen17,500.000        Yen 8,750.000        14400
</TABLE>

                                  Polygen/Molecular Simulations Japan Price List
January 30, 1992 
Proprietary and Confidential
<PAGE>
 
                         POLYGEN/MOLECULAR SIMULATIONS
                    MOLECULAR MODELING PRODUCTS PRICE LIST

                        HARDWARE CONFIGURATION SUMMARY

                          EFFECTIVE OCTOBER 01, 1991


<TABLE>
<CAPTION>
----------------------------------------------------------
                      SILICON GRAPHICS                                                                               IRIS 4D SERIES
-----------------------------------------------------------------------------------------------------------------------------------
MACHINE                 CATEGORY                        MFLOPS  MIPS    MEMORY  DISK(1)           TAPE            O/S      OTHER
-----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                             <C>     <C>     <C>     <C>           <C>                <C>      <C>
Indigo                  Desktop                           xx     xx       16    432/54        1/4" cartridge     4.0.0    Note 2
4D/25 G/TG              Personal/Entry                    xx     xx       16    380/54        1/4" cartridge     3.3.3    Note 2
4D/35 G/TG              Personal/Entry                    xx     xx       16    380/54        1/4" cartridge     3.3.3    Note 2
4D/310 GTX/VGX          Professional/High-End             xx     xx       16    780/54        1/4" cartridge     3.3.3    Note 2
4D/320 GTX/VGX          Power/High-End                    xx     xx       16    780/54        1/4" cartridge     3.3.3    Note 2
4D/340 GTX/VGX          Power/High-End                    xx     xx       16    780/54        1/4" cartridge     3.3.3    Note 2
4D/380 GTX/VGX          Power/High-End                    xx     xx       16    780/54        1/4" cartridge     3.3.3    Note 2
4D/420 GTX/VGX          Power/High-End                    xx     xx       16    780/54        1/4" cartridge     3.3.3    Note 2
4D/440 GTX/VGX          Power/High-End                    xx     xx       16    780/54        1/4" cartridge     3.3.3    Note 2
4D/480 GTX/VGX          Power/High-End                    xx     xx       16    780/54        1/4" cartridge     3.3.3    Note 2
</TABLE>

<TABLE>
<CAPTION>
----------------------------------------------------------
                         IBM                                                                                RISC SYSTEM/6000 SERIES
-----------------------------------------------------------------------------------------------------------------------------------
MACHINE                 CATEGORY                        MFLOPS  MIPS    MEMORY  DISK(1)           TAPE            O/S      OTHER
-----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                             <FN>    <C>     <C>     <C>           <C>                <C>      <C>
Series 320              Personal/Entry                    xx     xx       16    320/54        1/4" cartridge     3.1.5    Notes 2.3
Series 520              Professional/Entry                xx     xx       16    320/54        1/4" cartridge     3.1.5    Notes 2.3
Series 530              Personal/Entry                    xx     xx       16    320/54        1/4" cartridge     3.1.5    Notes 2.3
Series 540              Power/High-End                    xx     xx       16    320/54        1/4" cartridge     3.1.5    Notes 2.3
Series 550              Power/High-End                    xx     xx       16    320/54        1/4" cartridge     3.1.5    Notes 2.3
</TABLE>

<TABLE>
<CAPTION>
----------------------------------------------------------
                   EVANS & SUTHERLAND                                                                                    ESV SERIES
-----------------------------------------------------------------------------------------------------------------------------------
MACHINE                 CATEGORY                        MFLOPS  MIPS    MEMORY  DISK(1)           TAPE            O/S      OTHER
-----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                             <C>     <C>     <C>     <C>               <C>             <C>      <C>
ESV-5                   Entry                             4.0             xx    xx/xx              xx              xx
All others              High-End                          4.0             xx    xx/xx              xx              xx
</TABLE>

Proprietary and Confidential      Polygen/Molecular Simulations Japan Price List
                                                                January 30, 1992
<PAGE>
 
--------------------------------------------------------------------------------
BATCH PROCESSORS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Machine                 Category        MFLOPS  MIPS    Memory  Disk(1)     Tape                O/S     Other
-------------------------------------------------------------------------------------------------------------
<S>                     <C>             <C>     <C>     <C>     <C>      <C>                   <C>     <C>
Alliant FX40,80         Power/Batch     xx      xx      xx      xx        mm cartridge         2.1.02
Alliant FX2800          Power/Batch     xx      xx      xx      xx        mm cartridge         2.1.02
Convex C-1              Power/Batch     xx      xx      xx      xx       Reel-to-reel             xx    Note 4
Convex C-2              Power/Batch     xx      xx      xx      xx       Reel-to-reel             xx
Cray X,Y-MP             Super/Batch     xx      xx      xx      xx       Reel-to-reel            6.0
Cray 2                  Super/Batch     xx      xx      xx      xx       Reel-to-reel            6.0
DEC                     Batch           xx      xx      xx      xx       Reel-to-reel             xx    Note 4
IBM 3090 MVS            Super           xx      xx      xx      xx       Reel-to-reel             xx    Note 5
IBM 3090 VM.            Super           xx      xx      xx      xx       Reel-to-reel             xx    Note 5
IBM 3090 AIX            Super           xx      xx      xx      xx       Reel-to-reel             xx    Note 5
</TABLE>

-------------------------------------------------------------------------------
HARDWARE NOTES
-------------------------------------------------------------------------------


1.      Under the Disk column, the first number is the minimum total disk space
required while the second number is the minimum swap space required.

2.      FORTRAN is required for the QUANTA Open Interface.

3.      The following IBM RS/6000 hardware configuration is required for
QUANTA/CHARMm software: 24-bit 3D graphics, 24-bit Z-buffer, Ethernet
LAN adaptor, and the FORTRAN 2.01 run-time libraries (xlfrte 02.01).

4.      CHARMm, X-PLOR, and UHBD are not supported on the Convex C-1.

5.      GRAF Batch is not supported on the IBM 3090.

------------------------------------------------------------------------------
PART NUMBERS
-------------------------------------------------------------------------------


<TABLE>
<CAPTION>
Replace XX in all software part numbers with the following machine codes:
--------------------------------------------------------------------------------------------------------------
<S>     <C>                                     <C>     <C>                             <C>     <C>
4D      All SGI 4D series except Indigo         DT      SGI Indigo                      ST      Stardent Titan

ES      E&S ESV                                 RS      All IBM RS/6000 series          

FX      Alliant                                 C1      Convex C-1                      C2      Convex C-2

CX      Cray X-MP                               CY      Cray Y-MP                       CR      Cray 2

MV      IBM 3090 MVS                            VM      IBM 3090 VM/CMS                 AX      IBM 3090 AIX

VS      DEC VMS
</TABLE>

January 30, 1992        Polygen/Molecular Simulations Japan Price List
                                                    Proprietary and Confidential
<PAGE>
 
CONTINUING LICENSE/MAINTENANCE

<TABLE>
<CAPTION>

Part Number     Description                     Academic Price/S.U.     Commercial Price/S.U.
---------------------------------------------------------------------------------------------
<S>             <C>                             <C>                     <C>       
SL1SS           Level 1 (Standard Support)            Yen35                     Yen220
                    Provides the following services:
                    Continuing license fee
                    Upgrade of existing software
                    Hotline support of products: Calls returned within 4 hours of receipt

SL2SS           Level 2 (Scientific Support)          Yen105                    Yen265
                    Provides the following services:
                    Continuing license fee
                    Upgrade of existing software
                    Hotline support of products: Calls returned within 1 hour of receipt
                    Monthly status calls from senior scientific staff members
                    Monthly report of software problems
                    Scientific support for modeling problems
</TABLE>

SCIENTIFIC PROGRAMS

<TABLE>
<CAPTION>

Part Number     Description                     Cost/Time Period
----------------------------------------------------------------
<S>             <C>                             <C>
SSCON           Scientific Consulting           Yen175,000 per day
                                                
SPMDL           Molecular Design Lab            Yen700,000 per week
                Seat in Introductory Molecular Modeling Course
                Use of software on a dedicated machine
                Access to Polygen and Harvard scientists

           NOTE: A minimum of two weeks is required.
</TABLE>


TRAINING PROGRAMS

<TABLE>
<CAPTION>

Part Number     Description                             Cost/Time Period
------------------------------------------------------------------------
<S>             <C>                                     <C>
                Introductory Molecular Modeling         Yen175,000/3 days
                                                        
                Advanced CHARMm                         Yen262,500/2 days
                                                        
                Advanced Protein Modeling               Yen262,500/2 days
                                                        
                Advanced Polymer Modeling               Yen262,500/2 days

</TABLE>
<TABLE>
<S>                           <C>                                               <C>
                               Polygen/Molecular Simulations Japan Price List  
Proprietary and Confidential                                                     January 30, 1992
</TABLE>
<PAGE>
 
                         POLYGEN/MOLECULAR SIMULATIONS
                      MOLECULAR MODELING SOFTWARE PRODUCTS
                            POLICIES AND PROCEDURES

                           EFFECTIVE JANUARY 01, 1992

TITLE

All right, title and interest in and to the software licensed and any related
documentation and any copies thereof which may be made by licensee are and shall
remain the exclusive property of licensor or licensor's licensor, as to software
sublicensed by licensor to licensee; licensor and its licensors are collected
referred to as the software owners. Any third party software designated in the
applicable price list as subject to a separate license agreement is subject to
the terms of the agreement accompanying such software. Each software owner shall
have the right to enforce this agreement against licensee as to such software
owner's software.

SOFTWARE LICENSE FEES

Use of the software by licensee shall be subject to the licensee signing the
Polygen/Molecular Simulations Standard Software License Agreement.

UNBUNDLED FEE

In the instance where software is not purchased with hardware, the software list
price shall be increased by an additional amount equal to twenty percent (20%)
of such software list price (the unbundled fee).

PAYMENT TERMS

Unless otherwise arranged, Polygen/Molecular Simulations will invoice purchaser
at the time of shipment of each installment on payment terms of each on
delivery, except where open account credit is established and maintained to
Polygen/Molecular Simulations' satisfaction, in which case payment terms shall
be net 30 days from date of shipment. Purchaser shall make all payments as
provided without regard to whether purchaser has made or may make any inspection
or use of any goods delivered. Any invoiced amount which is not paid when due
shall bear interest at the rate of 2% per month or the highest rate then
permitted by law, whichever is less.

WARRANTY

The software as delivered and installed on the designated system will conform
substantially to licensor's then current published program specifications.
Licensee acknowledges, however, that the software is of such complexity that it
may have inherent or latent defects and agrees that as licensee's sole remedy
licensor will exercise its best efforts to correct documented program errors
which licensors's analysis indicates are caused by a defect in the unaltered
version of the delivered software as installed on an unaltered designated
system. Licensor does not guarantee the results of any such services or
represent or warrant that any such error will be corrected. The foregoing
warranty extends only to licensee and is not applicable to any transferee of the
software license.

LICENSE TRANSFER POLICY

All computers and software are expected to be written off over four years.
Customers will be able to transfer their current software license to a faster
computer (at the same site) and receive a credit equal to 25% of the lower of
the price actually paid or the current price for the license for each year left
in the four years since shipment to the customer by Polygen/Molecular
Simulations. To receive this credit, the customer must be current on
maintenance.
<PAGE>
 
TERMS AND CONDITIONS

Software orders must be accompanied by the software quotation with standard
quote terms and conditions and a standard software license agreement. Loaners
must be accompanied by a standard software loaner agreement. Any software
purchase or loaner which does include the above documents or which documents
deviate from standard terms must be approved in advance.

QUOTE VALIDITY

Software quotes are valid for 30 days only.

SOFTWARE LOANER PERIOD

Unless otherwise arranged; software to commercial organizations may only be
loaned for a period of 15 days: software to academic institutions may only be
loaned for a period of 30 days.
<PAGE>
 
                                   APPENDIX B

              POLYGEN (PMSI) STANDARD SOFTWARE LICENSE AGREEMENT

         This Software License Agreement (the "Agreement") is made and entered
into as of _________________, 19__ by and between Polygen Corporation having a
principal place of business at 200 Fifth Avenue, Waltham, MA 02154 ("LICENSOR")
and ______________________________________________ having a principal place of
business at _____________________________________________ ("LICENSEE").

1. DEFINITIONS.

         A. "Software" shall mean each computer program, in machine readable
form, furnished by LICENSOR to LICENSEE hereunder, including related supporting
materials and all updates thereto, if any.

         B. "Designated System" shall mean the computer hardware identified by
the serial number(s) and located at the address set forth below.

2. GRANT OF LICENSE.

         Subject to the terms and conditions of this Agreement, LICENSOR hereby
grants to LICENSEE a non-exclusive, non-transferable license to use the Software
to operate and run solely on a Designated System for the term of this Agreement.

3. REPRODUCTION.

         LICENSEE may make no more than three (3) copies of each Software
program for LICENSEE's own use on the Designated System for back-up purposes
only. Except as provided in this paragraph 3, LICENSEE shall make no additional
copies of, nor allow others to copy any of the Software without LICENSOR's prior
written consent. LICENSE shall duplicate the copyright notice and any
proprietary rights legend on all Software copies hereunder.

4. TITLE.

         All right, title and interest in and to the Software licensed hereunder
and any related documentation, and any copies thereof which may be made by
LICENSEE are and shall remain the exclusive property of LICENSOR or LICENSOR's
licensor, as to Software sublicensed by LICENSOR to LICENSEE hereunder (LICENSOR
and its licensors are collectively referred to as the "Software Owners"). Any
third party Software designated in the applicable

                                       1.
<PAGE>
 
price list as subject to a separate license agreement is subject to the terms of
the agreement accompanying such Software. Each Software Owner shall have the
right to enforce this Agreement against Licensee as to such Software Owner's
Software.

5. PROTECTION OF LICENSED SOFTWARE.

         The Software is acknowledged by LICENSEE to include confidential and
proprietary information and trade secrets of the Software Owners in which
LICENSEE has no rights other than as granted by this Agreement. LICENSEE
acknowledges that unauthorized copying or disclosure of the Software will cause
irreparable injury to the Software Owners and that the Software Owners shall be
entitled to, among other things, enjoin such activities. LICENSEE agrees not to
provide or otherwise make available any Software in any form without LICENSOR's
prior written consent. LICENSEE agrees that the Software is being licensed
hereunder for LICENSEE's internal use and that LICENSEE may not make the
Software available to third parties in connection with any form of time-sharing
service. LICENSEE agrees not to create source code for the Software nor to
translate the Software into any other computer or natural language, nor to
attempt to do so or provide assistance to others to do so. LICENSEE further
agrees to take appropriate action to satisfy its obligations hereunder with
respect to use, copying , modification and protection of the Software by
suitable instructions to its employees or other persons who are permitted access
to the Software, or to any documentation describing or disclosing the same.

         LICENSEE shall have no liability under this paragraph 5 for disclosure
of information supplied by LICENSOR if and to the extent that: (a) LICENSEE
establishes that the information was already known to LICENSEE, without
obligation to keep it confidential, at the time of its receipt from LICENSOR, as
disclosure, (b) LICENSEE establishes that the information was received by
LICENSEE in good faith from a third party lawfully in possession thereof and
having no obligation to keep such information confidential, or (c) LICENSEE
establishes that the information was publicly known at the time of its receipt
by LICENSEE from LICENSOR or has become publicly known other than by a breach of
the Agreement or other action by LICENSEE.

6. SOFTWARE INSTALLATION/ACCEPTANCE.

         Unless otherwise agreed in writing, Software installation shall take
place following execution of this Agreement upon Designated System(s) which
LICENSEE has notified LICENSOR in writing are operational and available for
installation during normal working hours on normal working days, excepting
LICENSEE or LICENSOR-observed holidays. LICENSEE shall pay to LICENSOR an
installation fee in the amount indicated in the Quotation of

                                      2.
<PAGE>
 
which this Agreement forms a part. LICENSEE shall allow LICENSOR full access to
the installation site during Software installation and shall provide reasonable
working facilities and scratch media as required in order to effect
installation, all without charge. LICENSOR installation personnel shall subject
the Software as installed on a Designated System to LICENSOR's then current
standard published software acceptance test procedure, and LICENSEE agrees to
provide written confirmation of successful completion of such test procedure on
demand. LICENSEE's use of the Software for any purpose other than testing or
training purposes shall be deemed to constitute acceptance.

7. SOFTWARE LICENSE FEES.

         Use of the Software by LICENSEE shall be subject to the payment of
Initial and Quarterly License Fees for each Software product on each Designated
System in the amounts specified on the Quotation of which this Agreement forms a
part. Initial License Fees shall be due and payable as of the date on which
LICENSEE accepts or is deemed to accept the Software ("Acceptance Date"), and
Quarterly License fees shall be due and payable commencing on the first day of
the month which is the same as or first follows the Acceptance Date, inclusive
of a pro rata amount for the period between the Acceptance Date and the first
payment date, and on the first day of every third month thereafter. All license
fees shall be due and payable in United States Dollars.

         Quarterly License Fee rates shall remain in effect for four (4)
consecutive quarters. Subject to the foregoing, LICENSOR shall have the right to
increase such rates prospectively on an annual basis in a uniform manner with
respect to all LICENSEEs upon three (3) months advance written notice to take
effect with the quarter which first commences following the expiration of such
notice period.

8. TERM AND TERMINATION.

         A. This Agreement is effective from the date first written above
("Commencement Date") until termination as provided herein. Upon termination,
LICENSEE shall cease all use of the Software and shall return to LICENSOR the
original(s) and any and all copies of the Software made or furnished hereunder.

         B. This Agreement may be terminated by LICENSEE by written notice to
LICENSOR given no later than sixty (60) days prior to any anniversary of the
Commencement Date, to take effect as of such anniversary date.

         C. This Agreement may be terminated by LICENSOR sixty (60) days
following the giving of written notice to LICENSEE upon the occurrence of the
following:

                                      3.
<PAGE>
 
         (a) Upon failure of LICENSEE to perform any of its existing or future
obligations hereunder if such breach shall continue for a period of fifteen (15)
days after receipt by LICENSEE of written notice from LICENSOR specifying such
breach;

         (b) In the event (i) LICENSEE makes a general assignment for the
benefit of creditors, or transfers all or substantially all of its assets to a
receiver or a trustee in bankruptcy, (ii) a proceeding is commenced against
LICENSEE for relief under bankruptcy or similar laws and such proceeding is not
dismissed within thirty (30) days, or (iii) LICENSEE is adjudged insolvent or
bankrupt; or

         (c) Upon any attempt by LICENSEE to assign this Agreement or any rights
or obligations hereunder without LICENSOR's prior written consent.

9. INDEMNITY.

         LICENSOR will defend at its own expense any action against LICENSEE to
the extent it is based on a claim of direct infringement of a United States
patent, trademark or copyright by the LICENSOR Software licensed hereunder, and
pay those damages and costs finally awarded against LICENSEE in such action
which are attributable to such claim, provided LICENSEE notifies LICENSOR
promptly in writing of any such action and all prior related claims and gives
LICENSOR (at LICENSOR's expense) sole control of the defense of same and all
negotiations for its settlement or compromise. Should any such Software become,
or in LICENSOR's opinion be likely to become, the subject of a claim of
infringement, LICENSEE shall permit LICENSOR, at its option and expense, to
either: (a) procure for LICENSEE the right to continue using the Software, or
(b) replace or modify the Software to become noninfringing. Notwithstanding the
foregoing, LICENSOR shall have no liability for any claim of infringement based
upon (a) the operation or use of the Software in combination with any other
hardware or software not supplied by LICENSOR, or (b) LICENSEE's modification to
the Software if such claim could have been avoided by the absence of such
modification.

THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR WITH RESPECT TO
INFRINGEMENT OF ANY PROPERTY RIGHT OF A THIRD PARTY BY THE SOFTWARE OR ANY
PORTION THEREOF ALONE OR IN COMBINATION WITH ANY OTHER PRODUCT.

10. WARRANTY.

         For each item of Software, LICENSOR warrants for thirty (30) days from
the date such Program is installed at LICENSEE's facilities (the "Installation
Date"), that such Software, unless modified by LICENSEE, will perform the
functions described in the

                                      4.
<PAGE>
 
documentation provided by LICENSOR to LICENSEE when properly operated on the
Designated System and LICENSOR will undertake to correct any reported,
reproducible and repeatable error condition in accordance with LICENSOR's
then-prevailing Software Support Policies. LICENSOR does not warrant that the
operation of the Software will be uninterrupted or error-free, that all Program
errors will be corrected, that the Software will satisfy LICENSEE's
requirements, or that the Software will operate in the combinations which
LICENSEE may select for use. For any breach of the above warranties, LICENSEE's
exclusive remedy, and LICENSOR's entire liability, shall be the exercise of best
efforts by LICENSOR to correct (including suitable workarounds) the Software
errors.

11. LIMITATION OF LIABILITY.

         EXCEPT FOR THE EXPRESS WARRANTY IN PARAGRAPH 10 ABOVE, LICENSOR GRANTS
NO WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH REGARD TO THE SOFTWARE, EXCLUDING
HEREBY ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR
OBLIGATIONS OF LICENSOR FOR DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE
DELIVERY, USE OR PERFORMANCE OF THE SOFTWARE.

         LICENSEE agrees that LICENSOR's liability hereunder for damages,
including but not limited to liability for infringement, shall not exceed the
charges paid by LICENSEE for the particular Software involved. LICENSEE further
agrees that LICENSOR will not be liable for any lost profit, or for any claim or
demand against LICENSEE by any other party, except a claim for patent, trademark
or copyright infringement as provided herein.

         IN NO EVENT WILL LICENSOR BE LIABLE FOR CONSEQUENTIAL DAMAGES EVEN IF
LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. ASSIGNMENT.

         This Agreement, including all rights and obligations hereunder, is not
assignable without the prior written consent of LICENSOR. Notwithstanding the
foregoing, upon any sale of the Designated System by LICENSEE to a third party,
LICENSEE shall require such party to enter into a License Agreement with
LICENSOR on LICENSOR's then current standard terms.

13. TAXES.

         All license fees and amounts payable to LICENSOR under the terms of
this Agreement and the Quotation of which it forms a part are not of and shall
not be reduced by any tax, including, but not by way of limitation, any use,
sales, property, import, duty, export, withholding, gross receipts, or
value-added tax or

                                      5.
<PAGE>
 
other tax or charge of similar nature imposed by any governmental authority upon
or with respect to LICENSOR or LICENSEE, this license, or the license fees
payable hereunder, excepting only a tax on LICENSOR's net business income.
LICENSEE agrees to indemnify and hold LICENSOR harmless from any such taxes and
to pay the same promptly on presentation of LICENSOR's invoice for the same.

14. GENERAL.

         The provisions of the Agreement shall control over the terms of any
present or future agreement except to the extent such agreement expressly
provides otherwise.

         This Agreement supersedes all prior agreements and understandings
between the parties related to the subject matter herein and is intended by the
parties as the complete and exclusive statement of the terms of this Agreement.
If any of the provisions of this Agreement are invalid under any applicable
statute or rule of law they are, to the extent they are invalid, deemed omitted,
and the remainder of this Agreement shall remain in full force and effect. This
Agreement is made in the Commonwealth of Massachusetts, and shall be construed,
and the legal relations between the parties hereto determined, in accordance
with the laws applicable to contracts made by Massachusetts residents in, and to
be performed in, Massachusetts. The parties hereto consent to personal
jurisdiction before and venue in any court of Boston, Massachusetts with respect
to any dispute arising under this Agreement. If either party fails to perform
any term of this Agreement and the other party does not enforce that term,
failure to enforce on that occasion shall not prevent enforcement on later
occasions.

15. MODIFICATION.

         Any deviations from or additions to the terms of this Agreement must be
in writing and will not be valid unless confirmed in writing by duly authorized
officers of LICENSOR and LICENSEE.

16. NOTICES.

         All notices, requests, and demands given to or made upon LICENSOR or
LICENSEE hereunder shall be in writing and delivered or mailed to the address
first indicated above, or to such other

                                      6.
<PAGE>
 
address as LICENSOR or LICENSEE shall designate in writing from time to time.

                                                POLYGEN CORPORATION ("LICENSOR")

                                                By:_____________________________

                                                Name: __________________________

                                                       _________________________

                                                LICENSEE

                                                By:_____________________________

                                                Name:___________________________

                                                     ___________________________

                                      7.
<PAGE>
 
SERIAL NUMBERS AND LOCATION OF DESIGNATED SYSTEM(S)

Software________________________________    Software_________________________

System Type___________________0/S_______    System Type_____________0/S______

Serial No. _____________________________    Serial No. ______________________

________________________________________    _________________________________

________________________________________    _________________________________


Software________________________________    Software_________________________

System Type_______________ 0/S__________    System Type_________0/S__________

Serial No. _____________________________    Serial No. ______________________

________________________________________    _________________________________

________________________________________    _________________________________

                                      8.
<PAGE>
 
                                  APPENDIX C

                                  PRICE LIST

                                  (attached)

                                      28.
<PAGE>
 
                            APPENDIX C: PRICE LIST

                         POLYGEN/MOLECULAR SIMULATIONS
                    MOLECULAR MODELING PRODUCTS PRICE LIST

                                PRICING SUMMARY

                       JAPAN END-USER BUNDLED PRICE LIST

                          EFFECTIVE JANUARY 01, 1992

               --------------------------------------------------
               PRICES ARE VALID ONLY WHEN PURCHASED WITH HARDWARE
               --------------------------------------------------

         PRICES INCLUDE SOFTWARE AND DOCUMENTATION, BUT DO NOT INCLUDE
         HARDWARE, INSTALLATION, TRAINING, OR CONTINUING LICENSE FEES.


<TABLE>
<CAPTION>

-------------------------------------------------------------
                  SYSTEM SOFTWARE                                                                                Desktop
-------------------------------------------------------------===========================================================
Part Number     Description                      Revision  Availability     Commercial            Academic        Ann.SU
------------------------------------------------------------------------------------------------------------------------
<S>             <C>                              <C>       <C>             <C>                  <C>                <C>
XGBEXX          BIOGRAF (Indigo)                   2.2         Now         Yen5,250,000         Yen2,265,000       4320
XGNMEXX         NMRgraf (INdigo)                   2.2         Now         Yen3,500,000         Yen1,750,000       2880
POLEXX          Polaris (Indigo)                   3.0         Now         Yen2,625,000         Yen1,312,500       2160
XGPGEXX         POLYGRAF (Indigo)                  2.2         Now         Yen7,000,000         Yen3,500,000       5760
QNTXX           QUANTA (Indigo)                    3.2         Now         Yen3,750,000         Yen1,875,000       3600
QINORGXX        Inorganic Solids Modeling          3.2         Now         Yen3,750,000         Yen1,875,000       2550
QPOLYXX         Polymer Dynamics                   3.2         Now         Yen3,750,000         Yen1,875,000       2550
QPROTXX         Protein Modeling                   3.2         Now         Yen3,750,000         Yen1,875,000       2550
QSTARXX         X-Ray Structure Analysis           3.2         Now         Yen3,750,000         Yen1,875,000       2550
</TABLE>

               NOTE: IF QUANTA is purchased, at least one copy of
                  networked CHARMm must be available for use.

<TABLE>
<CAPTION>
-------------------------------------------------------------
                  SYSTEM SOFTWARE                                                                               Personal
-------------------------------------------------------------===========================================================
Part Number     Description                      Revision  Availability     Commercial            Academic        Ann.SU
------------------------------------------------------------------------------------------------------------------------
<S>             <C>                              <C>       <C> <C>       <C>                    <C>                <C>
XGBEXX          BIOGRAF (SGI/IBM)                  2.2         Now         Yen7,000,000         Yen3,500,000       5760
XGNMEXX         NMRgraf (SGI/IBM)                  2.2         Now         Yen5,250,000         Yen2,625,000       4320
POLEXX          Polaris (SGI)                      3.0         Now         Yen4,375,000         Yen2,187,500       3600
XGPGEXX         POLYGRAF (SGI/IBM)                 2.2         Now        Yen10,500,000         Yen5,250,000       8640
QNTXX           QUANTA (SGI/IBM)                   3.2         Now         Yen6,240,000         Yen3,120,000       6000
QINORGXX        Inorganic Solids Modeling          3.2         Now         Yen4,992,000         Yen2,496,000       3400
QPOLYXX         Polymer Dynamics                   3.2         Now         Yen4,992,000         Yen2,496,000       3400
QPROTXX         Protein Modeling                   3.2         Now         Yen4,992,000         Yen2,496,000       3400
QSTARXX         X-Ray Structure Analysis           3.2         Now         Yen4,992,000         Yen2,496,000       3400
</TABLE>

               NOTE: IF QUANTA is purchased, at least one copy of
                  networked CHARMm must be available for use.

<TABLE>
<CAPTION>

             ---------------------------------------------------------
                         Price per Service Unit (SU)
             ---------------------------------------------------------
                                       Level 1              Level 2
                                       -------              -------
                <S>                    <C>                  <C>
                Commercial             Yen220               Yen265
                Academic               Yen 35               Yen105
             ---------------------------------------------------------
</TABLE>

<TABLE>
<S>                                        <C>                                                       <C>
                                           Polygen/Molecular Simulations Japan Price List

Proprietary and Confidential                                                                          January 30, 1992
</TABLE>
<PAGE>

<TABLE> 
<CAPTION> 
 
                SYSTEM SOFTWARE                              PROFESSIONAL POWER
-------------------------------------------------------------------------------
PART NUMBER     DESCRIPTION                     REVISION        AVAILABILITY  COMMERCIAL       ACADEMIC        ANN.SU
----------------------------------------------------------------------------------------------------------------------
<S>             <C>                             <C>             <C>           <C>              <C>             <C>
XGBHXX          BIOGRAF (SGI/IBM)               2.2             Now           Yen10,500,000     Yen5,250,000     8640
XGNMHXX         NMRgraf(SGI/IBM)                2.2             Now           Yen 8,750,000     Yen4,375,000     7200
POLHXX          Polaris(Stardent/SGI)           3.0             Now           Yen 6,125,000     Yen3,062,500     5040
XGPGHXX         POLYGRAF (SGI/IBM)              2.2             Now           Yen15,750,000     Yen7,875,000    12960
QNTXX           QUANTA (SGI/IBM)                3.2             Now           Yen 6,240,000     Yen3,120,000     6000
QINORGXX        Inorganic Solids Modeling       3.2             Now           Yen 4,992,000     Yen2,496,000     3400
QPOLYXX         Polymer Dynamics                3.2             Now           Yen 4,992,000     Yen2,496,000     3400
QPROTXX         Protein Modeling                3.2             Now           Yen 4,992,000     Yen2,496,000     3400
QSTARXX         X-Ray Structure Analysis        3.2             Now           Yen 4,992,000     Yen2,496,000     3400
        Note: If QUANTA is purchased, at least one copy of networked CHARMm must be available for use.
</TABLE>

<TABLE> 
<CAPTION> 
                QUANTA OPTIONS                                          SGI/IBM
-------------------------------------------------------------------------------
PART NUMBER     DESCRIPTION                     REVISION        AVAILABILITY    COMMERCIAL      ACADEMIC        ANN.SU
----------------------------------------------------------------------------------------------------------------------
<S>             <C>                             <C>             <C>            <C>              <C>             <C>
QBDSXX          Brownian Dynamics Sim           3.2             Now             Yen2,500,000    Yen1,250,000     1705
        Note: Purchase of Brownian Dynamics requires purchase of UHBD                                          
QCRYSTXX        Crystal Modeling                3.2             Now             Yen2,125,000    Yen1,062,500     1450
QHELIXXX        Helix Modeling                  3.2             Now             Yen2,125,000    Yen1,062,500     1450
QMM2XX          MM2 Interface                   3.2             Now             Yen1,250,000    Yen  625,000      850
QPBEXX          Poisson-Bolzmann Electro        3.2             Now             Yen2,125,000    Yen1,062,500     1450
        Note: Purchase of Poisson-Boltmann Electrostatics requires purchase of UHBD                            
QOPINTXX        QUANTA Open Interface           3.2             Now             Yen5,000,000    Yen2,500,000     3410
QQMIXX          Quantum Mechanics Interface     3.2             Now             Yen2,500,000    Yen1,250,000     1705    
QNMRSXX         NMR Structure                   3.2             Dec, 1991       Yen4,992,000    Yen2,496,000     2400
</TABLE>

<TABLE> 
<CAPTION> 
                QUANTA NMR SOFTWARE                                     SGI/IBM
-------------------------------------------------------------------------------
PART NUMBER     DESCRIPTION                     REVISION        AVAILABILITY    COMMERCIAL      ACADEMIC        ANN.SU
----------------------------------------------------------------------------------------------------------------------
<S>             <C>                             <C>             <C>             <C>             <C>             <C>
QMADXX          MADNMR                          x               Now             Yen3,750,000     Yen1,825,000     2555
QMADPXX         MADNMR+                         x               Now             Yen6,250,000     Yen3,125,000     4260
QDISNOEXX       DISCON/NOESYSIM                 x               Now             Yen2,500,000     Yen1,250,000     1705
</TABLE>


                  ----------------------------------------------------------
                                   PRICE PER SERVICE UNIT (SU)
                  ----------------------------------------------------------
                                                 Level 1            Level 2
                          Commercial              Yen220             Yen265
                          Academic                Yen 35             Yen105
                  ----------------------------------------------------------
<PAGE>
 
CERIUS SOFTWARE                                 SGI/IBM

<TABLE>
<CAPTION>

Part Number     Description                     Revision        Availability    Commercial      Academic        Ann. SU
-----------------------------------------------------------------------------------------------------------------------
<S>             <C>                             <C>             <C>           <C>               <C>               <C>
Builder Modules
CSVSXX          Visualizer (required for all)   2.3                Now         Yen   437,500    Yen   218,750      400
CSCRXX          Crystals                        2.3                Now         Yen 1,312,500    Yen   656,250     1200
CSCLRXX         Surfaces                        2.3             Mar., 1992     Yen   437,500    Yen   218,750      400
CSINTXX         Interfaces                      3.0             Mar., 1992     Yen   437,500    Yen   218,750      400
CSPLXX          Polymers                        2.3                Now         Yen   437,500    Yen   218,750      400


Calculation Modules
CSOF1XX         Open Force Field MM/MD (1)      3.0             Mar., 1992     Yen 6,562,500    Yen 3,281,500     6000
CSOF2XX         Open Force Field MM/MD (2)      3.0             Mar., 1992          TBD             TBD            TBD
CSSRPXX         Sorption                        2.3                Now         Yen 2,187,500    Yen 1,093,750     2000
CSPCKXX         Crystal Packer                  2.3                Now         Yen 1,312,500    Yen   656,250     1200
CSMPXX          MopacUI                         2.3                Now         Yen   875,000    Yen   437,500     .800
CSSMXX          Statmech                        2.3                Now         Yen 2,625,000    Yen 1,312,500     2400
CSDLSXX         DLS-UI                          2.3                Now         Yen 1,093,750    Yen   546,875     1000
CSDF1XX         Diffraction I                   2.3                Now         Yen 2,625,000    Yen 1,312,500     2400
CSDF2XX         Diffraction II                  2.3                Now         Yen 1,750,000    Yen   875,000     1600
CSDF3XX         Diffraction III                 2.3                Now         Yen 1,093,750    Yen   546,875     1000
CSDF4XX         Diffraction IV                  2.3                Now         Yen 2,625,000    Yen 1,312,500     2400
CSRTVXX         Rietveld                        3.0             Mar., 1992     Yen 1,750,000    Yen   875,000     1600
CSHRXX          HRTEM                           2.3                Now         Yen 2,625,000    Yen 1,312,500     2400
</TABLE>

        NOTE: PRICES INCLUDE FIRST YEAR MAINTENANCE

        NOTE: DLS-UI, Sorption, Diffraction I, Diffraction III, HRTEM, Surfaces,
              Interfaces, Crystal Packer, and Rietveld require CERIUS Crystals.

        NOTE: StatMech requires CERIUS Polymers.

        NOTE: When quoting Open Force Field MM/MD, all Builder Modules should be
              included in the quote.

        NOTE: Open Force Field MM/MD (1) is for Desktop and Personal/Entry
              machines only. Open Force Field MM/MD (2) is for Professional and
              Power machine only.

AVS CHEMISTRYVIEWER                             ALL PLATFORMS

<TABLE>
<CAPTION>

Part Number     Description             Revision        Availability    Commercial      Academic        Ann. SU
---------------------------------------------------------------------------------------------------------------
<S>             <C>                     <C>             <C>             <C>             <C>             <C>
                ChemistryViewer alone                                   Y1,312,500      Y656,250         720
                ChemistryViewer with AVS                                Y1,750,000      Y875,000        1440
</TABLE>

        NOTE: First year maintenance is required with AVS and ChemistryViewer

---------------------------------------
      PRICE PER SERVICE UNIT (SU)
---------------------------------------
<TABLE>
<CAPTION>

                Level 1         Level 2
<S>             <C>             <C>
Commercial      Yen 220         Yen 265
Academic        Yen  35         Yen 105
</TABLE>


Proprietary and Confidential    Polygen/Molecular Simulations Japan Price List
                                January 30, 1992
<PAGE>
 
CHARMm                                                             ALL PLATFORMS

<TABLE>
<CAPTION>
Part Number     Description                     Revision       Availability    Commercial        Academic         Ann. SU
-------------------------------------------------------------------------------------------------------------------------
<S>             <C>                             <C>              <C>           <C>                <C>                <C>
CDESKXX         Desktop CHARMm                   21.3            Now           Yen  3,750,000*    Yen 1,875,000*     2550
CPERSXX         Personal CHARMm                  21.3            Now           Yen  5,990,000*    Yen 2,995,000*     4085
CPROFXX         Professional CHARMm              21.3            Now           Yen 10,500,000*    Yen 5,250,000*     7160
CPARLXX         Power CHARMm                     21.3            Now           Yen 18,000,000*    Yen 9,000,000*    12270

                NOTE: At least one copy of networked CHARMm must be available for use. Above prices(*) effective
                      only at time of purchase with QUANTA and include standard discounts. For individual CHARMm
                      pricing, see pricing below.

                NOTE: Desktop CHARMm is only available for the SGI Indigo.

CPERSXX         Personal Stand-alone CHARMm      21.3            Now           Yen 11,980,000     Yen 5,990,000      8165
CPROFXX         Professional Stand-alone CHARMm  21.3            Now           Yen 15,000,000     Yen 7,500,000     10225
CPARLXX         Power Batch stand-alone CHARMm   21.3            Now           Yen 22,500,000     Yen11,250,000     25340
CSUPRXX         Super Stand-alone CHARMm         21.3            Now           Yen 55,000,000     Yen27,500,000     37500
CSUPRLXX        Ltd. License Super CHARMm        21.3            Now           Yen 33,000,000     Yen16,500,000     22500
CSRCXX          CHARMm Source Code               21.3            Now           Yen 12,500,000     Yen 6,250,000      8520
</TABLE>

        NOTE: CHARMm source code may only be purchased in addition to a
              standard CHARMm object license.


                                                                                
X-PLOR                                                            ALL PLATFORMS

<TABLE>
<CAPTION>

Part Number     Description                     Revision       Availability    Commercial        Academic         Ann. SU
-------------------------------------------------------------------------------------------------------------------------
<S>             <C>                             <C>             <C>            <C>               <C>             <C>
XPERSXX         Personal X-PLOR                 2.11            Now            Yen  7,488,000     Yen 3,744,000      5105
XPROFXX         Professional X-PLOR             2.11            Now            Yen 11,000,000     Yen 5,500,000      7500
XPARLXX         Power X-PLOR                    2.11            Now            Yen 16,000,000     Yen 8,000,000     10900
XSUPRXX         Super X-PLOR                    2.11            Now            Yen 33,500,000     Yen16,750,000     22840
XSUPRLXX        Ltd. License Super X-PLOR       2.11            Now            Yen 19,500,000     Yen 9,750,000     13295
XSRCXX          X-PLOR Source Code              2.11            Now            Yen 12,500,000     Yen 6,250,000      8520
</TABLE>

        NOTE: X-PLOR source code may only be purchased in addition to a standard
              X-PLOR object license.

UHBD                                                              ALL PLATFORMS

<TABLE>
<CAPTION>

Part Number     Description                     Revision        Availability   Commercial         Academic        Ann. SU
-------------------------------------------------------------------------------------------------------------------------
<S>             <C>                             <C>             <C>            <C>                <C>               <C>
UPERSXX         Personal UHBD                   2.2             Now            Yen 10,000,000     Yen 5,000,000      6820
UPROFXX         Professional UHBD               2.2             Now            Yen 11,250,000     Yen 5,625,000      7670
UPARLXX         Power UHBD                      2.2             Now            Yen 12,500,000     Yen 6,250,000      8520
</TABLE>


GRAF BATCH                                                        ALL PLATFORMS

<TABLE>
<CAPTION>


Part Number     Description                     Revision        Availability   Commercial       Academic          Ann. SU
-------------------------------------------------------------------------------------------------------------------------
<S>             <C>                             <C>             <C>            <C>                <C>               <C>
GRAFBXX         Alliant version                                 Now            Yen10,500,000     Yen 5,250,000       8640
GRAFBXX         DEC version                                     Now            Yen 8,750,000     Yen 4,375,000       7200
GRAFBXX         Convex version                                  Now            Yen14,000,000     Yen 7,000,000      11520
GRAFBXX         Cray version                                    Now            Yen17,500,000     Yen 8,750,000      14400
</TABLE>

January 30, 1992        Polygen/Molecular Simulations Japan Price List
                        Proprietary and Confidential
<PAGE>
 
                         POLYGEN/MOLECULAR SIMULATIONS
                     MOLECULAR MODELING PRODUCTS PRICE LIST

                         HARDWARE CONFIGURATION SUMMARY

                           EFFECTIVE OCTOBER 01, 1991

SILICON GRAPHICS                                                  IRIS 4D SERIES

<TABLE>
<CAPTION>
Machine           Category                   MFLOPS   MIPS   Memory    Disk(1)      Tape            O/S        Other
---------------------------------------------------------------------------------------------------------------------
<S>               <C>                       <C>      <C>     <C>       <C>        <C>                <C>       <C>
Indigo            Desktop                      xx     xx       16      432/54     1/4" cartridge     4.0.0     Note 2
4D/25 G/TG        Personal/Entry               xx     xx       16      380/54     1/4" cartridge     3.3.3     Note 2
4D/35 G/TG        Personal/Entry               xx     xx       16      380/54     1/4" cartridge     3.3.3     Note 2
4D/310 GTX/VGX    Professional/High-End        xx     xx       16      780/54     1/4" cartridge     3.3.3     Note 2
4D/320 GTX/VGX    Power/High-End               xx     xx       16      780/54     1/4" cartridge     3.3.3     Note 2
4D/340 GTX/VGX    Power/High-End               xx     xx       16      780/54     1/4" cartridge     3.3.3     Note 2
4D/380 GTX/VGX    Power/High-End               xx     xx       16      780/54     1/4" cartridge     3.3.3     Note 2
4D/420 GTX/VGX    Power/High-End               xx     xx       16      780/54     1/4" cartridge     3.3.3     Note 2
4D/440 GTX/VGX    Power/High-End               xx     xx       16      780/54     1/4" cartridge     3.3.3     Note 2
4D/480 GTX/VGX    Power/High-End               xx     xx       16      780/54     1/4" cartridge     3.3.3     Note 2
</TABLE>

IBM                                                      RISC SYSTEM/6000 SERIES
<TABLE>
<CAPTION>
Machine           Category                   MFLOPS   MIPS   Memory    Disk(1)      Tape            O/S        Other
------------------------------------------------------------------------------------------------------------------------
<S>               <C>                       <C>      <C>     <C>       <C>        <C>                <C>       <C>
Series 320        Personal/Entry               xx     xx       16      320/54     1/4" cartridge     3.1.5     Notes 2.3
Series 520        Professional/Entry           xx     xx       16      320/54     1/4" cartridge     3.1.5     Notes 2.3
Series 530        Professional/Entry           xx     xx       16      320/54     1/4" cartridge     3.1.5     Notes 2.3
Series 540        Power/High-End               xx     xx       16      320/54     1/4" cartridge     3.1.5     Notes 2.3
Series 550        Power/High-End               xx     xx       16      320/54     1/4" cartridge     3.1.5     Notes 2.3
</TABLE>

EVANS & SUTHERLAND                                                   ESV SERIES
<TABLE>
<CAPTION>
Machine           Category                   MFLOPS   MIPS   Memory    Disk(1)      Tape            O/S        Other
------------------------------------------------------------------------------------------------------------------------
<S>               <C>                       <C>      <C>     <C>       <C>        <C>                <C>       <C>
ESV-5             Entry                        4.0             xx      xx/xx         xx              xx
All others        High-End                     4.0             xx      xx/xx         xx              xx
</TABLE>

                 Polygen/Molecular Simulations Japan Price List
Proprietary and Confidential                                   January 30, 1992
<PAGE>
 
BATCH PROCESSORS

<TABLE>
<CAPTION>
Machine           Category                   MFLOPS   MIPS   Memory    Disk(1)      Tape            O/S        Other
---------------------------------------------------------------------------------------------------------------------
<S>               <C>                        <C>      <C>    <C>        <C>       <C>                <C>      <C>
Alliant FX40,80   Power/Batch                  xx     xx       xx        xx       8mm cartridge      2.1.02
Alliant FX2800    Power/Batch                  xx     xx       xx        xx       8mm cartridge      2.1.02
Convex C-1        Power/Batch                  xx     xx       xx        xx       Reel-to-reel       xx       Note 4
Convex C-2        Power/Batch                  xx     xx       xx        xx       Reel-to-reel       xx
Cray X,Y-MP       Super/Batch                  xx     xx       xx        xx       Reel-to-reel       6.0
Cray 2            Super/Batch                  xx     xx       xx        xx       Reel-to-reel       6.0
DEC               Batch                        xx     xx       xx        xx       Reel-to-reel       xx       Note 4
IBM 3090 MVS      Super                        xx     xx       xx        xx       Reel-to-reel       xx       Note 5
IBM 3090 VM       Super                        xx     xx       xx        xx       Reel-to-reel       xx       Note 5
IBM 3090 AIX      Super                        xx     xx       xx        xx       Reel-to-reel       xx       Note 5
</TABLE>

HARDWARE NOTES

1:  Under the Disk column, the first number is the minimum total disk space
required while the second number is the minimum swap space required.

2:  FORTRAN is required for the QUANTA Open Interface.

3:  The following IBM RS/6000 hardware configuration is required for
QUANTA/CHARMm software: 24-bit 3D graphics, 24-bit Z-buffer, Ethernet LAN
adaptor, and the FORTRAN 2.01 run-time libraries (xlfrte 02.01).

4:  CHARMm, X-PLOR, and UHBD are not supported on the Convex C-1.

5:  GRAF Batch is not supported on the IBM 3090.

PART NUMBERS

Replace XX in all software part numbers with the following machine codes:

<TABLE>
<S>   <C>                                 <C>    <C>                          <C>    <C>
4D    All SGI 4D sereis except Indigo     DT     SGI Indigo                   ST     Stardent Titan
ES    E&S ESV                             RS     All IBM RS/6000 series
FX    Alliant                             C1     Convex C-1                   C2     Convex C-2
CX    Cray X-MP                           CY     Cray Y-MP                    CR     Cray 2
MV    IBM 3090 MVS                        VM     IBM 3090 VM/CMS              AX     IBM 3090 AIX
VS    DEC VMX
</TABLE>

                 Polygen/Molecular Simulations Japan Price List
January 30, 1992                                    Proprietary and Confidential
<PAGE>
 
Prices are valid only when purchased with hardware                  Page 7 of 9


CONTINUING LICENSE/MAINTENANCE
<TABLE>
<CAPTION>
Part Number    Description                              Academic Price/S.U.    Commercial Price/S.U.
----------------------------------------------------------------------------------------------------
<S>            <C>                                      <C>                    <C>
SL1SS          Level 1 (Standard Support)                      Y 35                  Y220
                  Provides the following services:
                  Continuing license fee
                  Upgrade of existing software
                  Hotline support of products: Calls returned within 4 hours of receipt

SL2SS          Level 2 (Scientific Support)                    Y105                 Y265
                  Provides the following services:
                  Continuing license fee
                  Upgrade of existing software
                  Hotline support of products: Calls returned within 1 hour of receipt
                  Monthly status calls from senior scientific staff members
                  Monthly report of software problems
                  Scientific support for modeling problems
</TABLE>

SCIENTIFIC PROGRAMS
<TABLE>
<CAPTION>
Part Number    Description                              Cost/Time Period
----------------------------------------------------------------------------------------------------
<S>            <C>                                      <C>
SSCON          Scientific Consulting                    Y175,000 per day
SPMDL          Molecular Design Lab                     Y700,000 per week
                  Seat in Introductory Molecular Modeling Course
                  Use of software on a dedicated machine
                  Access to Polygen and Harvard scientists

     NOTE: A minimum of two weeks is required.
</TABLE>

TRAINING PROGRAMS
<TABLE>
<CAPTION>
Part Number    Description                              Cost/Time Period
----------------------------------------------------------------------------------------------------
<S>            <C>                                      <C>
               Introductory Molecular Modeling          Y175,000/3 days                   
               Advanced CHARMm                          Y262,500/2 days
               Advanced Protein Modeling                Y262,500/2 days
               Advanced Polymer Modeling                Y262,500/2 days
</TABLE>

                 Polygen/Molecular Simulations Japan Price List
Proprietary and Confidential                                   January 30, 1992
<PAGE>
 
                         POLYGEN/MOLECULAR SIMULATIONS
                      MOLECULAR MODELING SOFTWARE PRODUCTS
                            POLICIES AND PROCEDURES

                           EFFECTIVE JANUARY 01, 1992

TITLE

All right, title and interest in and to the software licensed and any related
documentation and any copies thereof which may be made by licensee are and shall
remain the exclusive property of licensor or licensor's licensor, as to software
sublicensed by licensor to licensee; licensor and its licensors are collected
referred to as the software owners. Any third party software designated in the
applicable price list as subject to a separate license agreement is subject to
the terms of the agreement accompanying such software. Each software owner shall
have the right to enforce this agreement against licensee as to such software
owner's software.

SOFTWARE LICENSE FEES

Use of the software by licensee shall be subject to the licensee signing the
Polygen/Molecular Simulations Standard Software License Agreement.

UNBUNDLED FEE

In the instance where software is not purchased with hardware, the software list
price shall be increased by an additional amount equal to twenty percent (20%)
of such software list price (the unbundled fee).

PAYMENT TERMS

Unless otherwise arranged, Polygen/Molecular Simulations will invoice purchaser
at the time of shipment of each installment on payment terms of each on
delivery, except where open account credit is established and maintained to
Polygen/Molecular Simulations' satisfaction, in which case payment terms shall
be net 30 days from date of shipment. Purchaser shall make all payments as
provided without regard to whether purchaser has made or may make any inspection
or use of any goods delivered. Any invoiced amount which is not paid when due
shall bear interest at the rate of 2% per month or the highest rate then
permitted by law, whichever is less.

WARRANTY

The software as delivered and installed on the designated system will conform
substantially to licensor's then current published program specifications.
Licensee acknowledges, however, that the software is of such complexity that
it may have inherent or latent defects and agrees that as licensee's sole remedy
licensor will exercise its best efforts to correct documented program errors
which licensors's analysis indicates are caused by a defect in the unaltered
version of the delivered software as installed on an unaltered designated
system. Licensor does not guarantee the results of any such services or
represent or warrant that any such error will be corrected. The foregoing
warranty extends only to licensee and is not applicable to any transferee of the
software license.

LICENSE TRANSFER POLICY

All computers and software are expected to be written off over four years.
Customers will be able to transfer their current software license to a faster
computer (at the same site) and receive a credit equal to 25% of the lower of
the price actually paid or the current price for the license for each year left
in the four years since shipment to the customer by Polygen/Molecular
Simulations. To receive this credit, the customer must be current on
maintenance.
<PAGE>
 
TERMS AND CONDITIONS

Software orders must be accompanied by the software quotation with standard
quote terms and conditions and a standard software license agreement. Loaners
must be accompanied by a standard software loaner agreement. Any software
purchase or loaner which does include the above documents or which documents
deviate from standard terms must be approved in advance.

QUOTE VALIDITY

Software quotes are valid for 30 days only.

SOFTWARE LOANER PERIOD

Unless otherwise arranged, software to commercial organizations may only be
loaned for a period of 15 days: software to academic institutions may only be
loaned for a period of 30 days.
<PAGE>
 
                                   APPENDIX D

                        WIRE TRANSFER (BANK) INFORMATION




                  Bank:         Shawmut Bank, NA 
                                One Federal Street 
                                Boston, MA 02211



                 Routing No.:   ABA 011000206



                 Account No.:   20-103-394-4

                                      29.
<PAGE>
 
                                   APPENDIX E

                                PMSI TRADEMARKS



                                    POLYGRAF

                                    NMRgraf

                                    BIOGRAF

                                     CERIUS

                                     X-PLOR

                                    Polaris

                                     MADNMR

                                      UHBD


The Company may use the foregoing Trademarks which have not been registered in
Japan. PMSI intends to file applications for registration of these Trademarks
with the assistance of the Company.

Applications for the following Trademarks are pending before the Patent Office
of Japan, and upon the approval and registration of such Trademarks in Japan,
the Company may use such Trademarks in connection with the distribution and
advertising of the Software:


                                     CHARMm

                                     QUANTA

                                       30.