Document KR7kO7b73090z8BLO1e0pvJJo

Na t io n a l Le a d Co mp a n y HI BROADWAY Ne w Yo r k 6- N.Y. January 3, 1962 Canadian Titanium Pigments Limited 1401 McGill College Avenue Montreal 2, Quebec, CANADA Attention: Mr. M. B. Tipton, Vice President Gentlemen: Referring to the Agreement of April 28, 1961, be tween National Lead Company and Canadian Titanium Pigments Limited, we note in Article III "Trademark Conveyance" an inadvertent omission of the word "BOY" after the word"DUTCH" in the third line of said Article. This will confirm that it was the intention of National Lead Company to convey to Canadian Titanium Pigments Limited the entire right, title and interest in and to the trademarks "DUTCH BOY" (words and figure) and that the omission of the word "BOY" was an inadvertency. Will you please acknowledge receipt of this let ter on the enclosed copy which will also indicate your con currence that the intent of Article III of the Agreement of April 28, 1961, was as hereinabove stated. Very truly yours. NATIONAL LEAD COMPANY Confirmed: CANADIAN TITANIUM PIGMENTS LIMITED By. Date: V , r? , / NL 000039406 AGREEMENT made this day of 196.1, by and between NATIONAL LEAD COMPANY , a corporation organized and existing under the laws of the State of New Jersey, United States of America, having a place of business at ill Broadway, New York 6, New York, U. S* A. (hereinafter sometimes called "NATIONAL"), and CANADIAN TITANIUM PIGMENTS LIMITED, a corporation organized and existing under the laws of Canada, having a place of business at 1401 McGill College Avenue, Montreal 2, Quebec, Canada (hereinafter sometimes called "CTP"). i WITNESSETH: f WHEREAS, NATIONAL is possessed of valuable know-how, patent rights and trademarks In the field of stabilizers for jj resin compositions; and, j WHEREAS, CTP desires to produce and sell in Canada jj certain of such stabilizers which are sold under NATIONAL1 S trademarks DUTCH BOY (word and figure), TRIBASE, TRIBA3E-E, DYTHAL, DYPHOS, NORMASAL and DS-207, and to this end desires the right to practice NATIONAL'S know-how with respect to the manufacture, use and sale of said stabilizers together with a j license under NATIONAL'S Canadian patent rights and title in ! || Canada to the said trademarks; and, ji jj WHEREAS, NATIONAL Is willing to grant CTP the rights j! I and licenses desired by CTP and to transfer title in Canada to ; the said trademarks upon the terms and conditions hereinafter j| set forth: ML 000039407 N 26070.01 NOW, THEREFORE, in consideration of the premises and mutual covenants and conditions hereinafter set forth, the parties hereto are agreed as. follows: I PATENT LICENSE NATIONAL grants to CTP an exclusive license: to prac- tice the processes described and claimed in Canadian Letters Patent No. 465,400, issued May 23,.1950,^entitled "Lead _ Phthalates and Process forJPreparingJSame" and to use and sell i the products resulting from such practice and to grant sub- i licenses thereunder only to the extent required to enable CTP to have the said products made by a third party for the ac- count of, and for sale by, CTP. * NATIONAL further grants to CTP an exclusive license under Canadian Letters Patent No. 518,296, issued November 8, 1955, entitled ''Stabilized Vinyl Resin Compositions" with the right to grant sublicenses thereunder to custome_rs_p Cl? to enable said customers to make, use and sell the compositions described and claimed in said patent. II KNOW-HOW GRANT ! i i j NATIONAL agrees to make available to CTP all of the know-how in its possession relative to the manufacture, use and sale of the stabilizers presently sold in the trade under NATIONAL'S trademarks DUTCH BOY (words and figure), TRIBASE, TRIBASE-E, DYTHAL, DYPHOS, NORMASAL and DS-207. In the event that CTP should desire to arrange ..with a third party to have NL 000039408 2- - : ' S' one or more of such stabilizers made by said third party for the account of, and for sale by, CIP, NATIONAL agrees that CTP may make available to said third party NATIONAL1S know-how relative to the manufacture of such stabilizers. CT? agrees - to take all reasonable precautions to keep confidential j NATIONAL'S know-how imparted to it and, in the event it makes such know-how available to a third party, to require such third party also to take the same precautions. III TRADEMARK CONVEYANCE j | ; I ; j | NATIONAL hereby agrees to assign and transfer to CTP j the entire right, title and Interest in and to the trademarks ! DUTCH (words and figure), TRIBASS, TKIBA3S-E, DYTHAL, DYPHOS, NORMASAL and DS-207 in Canada for use only in association?with. | ! stabilizers for resin compositions. i IV QUALITY MAINTENANCE NATIONAL agrees to assist CTP, at CTP'S request, in maintaining the quality of the stabilizers herein licensed CTP, and to this end NATIONAL agrees to make available to CTP the standards established by NATIONAL for such stabilizers and, at NATIONAL'S convenience, to receive from CTP samples : ! j J ; j of the licensed stabilizers produced by or for CTP and to examine such samples for conformity tothe said standards, j ana in the event any such sample does not conform to such | standards, to assist CTP in raising the quality of such stabilizer to conform therewith. | : NL 000039409 o jj V RECORDS ASP REPORTS r. | CTP shall keep aecutate records of the production . i and sale in Canada of the herein licensed stabilisers and i jj within thirty (30) days after the first day of January, April, I July and Septsober, shall report to NATIQiiAL the amount of I | production and sale of each of such stabilisers. ! ` VI CTPS ENDEAVORS .I ! ___ Throughout the term of this agreement CTPshall use j j its best endeavors to maintain high quality of the-herein li- j censed stabilizers and to promote the sale and use in Canada thereof. 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Should CTP desire to manufacture and sell in Canada ; ; other stabilizers for resin compositions developedbyNATIONAL, ! j NATIONAL agrees, atthe request of CTP, to licenseCTP to ; I 'I manufacture and sell in Canada such stabilizers the same as it i 1i I such stabilizer was included in those herein licensed stabili- i i j zers, including the exclusive licensing of any patents relating thereto and the assignment to CTP of any trademark associated i therewith. i,, VIII DEFENSE OF PATENTS AND TRADEMARKS ' j CTP agrees to undertake, at its expense, the enforcei j! meat of the patents under which CTP is, or may become licensed j| jj hereunder against infringement by third parties and to defend, j ! j at its expense, any actions against such patents, including ! j j "4" NL 000039410 ii requests for compulsory licenses, and CTP further agrees to defray the cost of the filing, prosecution and maintenance of any patents under which it may hereafter become licensed. IX TERMINATION This agreement shall remain in force until termi nated by mutual agreement between the parties hereto. X ASSIGNABILITY / CTP may not assign this agreement without the con/i sent of NATIONAL, but NATIONAL may assign this agreement to a ; subsidiary corporation, the voting shares of which are owned ; at least fifty per cent (507.) by NATIONAL, or in connection with the transfer of its entire business in the field of ii stabilizers for resin compositions. '? IN WITNESS WHEREOF, the parties hereto have caused their corporate names to be subscribed by their duly author ized officers and corporate seals to be hereunto affined and attested, all as of the day and year first above written. NATIONAL LEAL COMPANY By /U so v : 3SSSCSNT ATTEST: CANADIAN TITANIUM PIGI'ENTS LIMETEE \By -------------------------------7--:----Vice President -5- NL 000039411