Document YDN1r3ekpzoKn1gkevJjndRp0

4-24-61 AGREEMEa#',made & $ ''day, of" 196i, 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 111 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 laxvs of Canada, having a piece of business at 1401 McGill College Avenue, Montreal 2, Quebec, Canada (hereinafter sometimes called "CTP"). WITNESSETH: WHEREAS, NATIONAL is possessed of valuable know-how, patent rights and trademarks in the field of stabilizers for resin compositions; and, WHEREAS, CTP desires to produce end sell in Canada certain of such stabilizers which are sold under NATIONAL'S trademarks DUTCH BOY (word and figure), TRIBASE, TRIBASE-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 license under NATIONAL1S Canadian patent rights and title in Canada to the said tidemarks; and, WHEREAS, NATIONAL is willing to grant CTP the rights and licenses desired by CTP and to transfer title in Canada to the said trademarks upon the terms ar.d conditions hereinafter set forth: NL 000039223 NOW, THEREFORE, in consideration of the premises and 'EflB'fcuai cnvnhhhts. an<l conditions heareinaf'ter set forth,,. the parties., hereto a-re agreed as -follows: I PATENT LICENSE, NATIONAL grants to OTP an exclusive license to prac tice the processes described and claimed in Canadian Letters Patent Ho, 465,400, issued May 23*, .1950, entitled "Lead Phthalates and Process for Preparing .Same'1 and to use and sell the products resulting from such practice and to grant sub 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_customers_of..CTP to enable said customers to make, use and sell the compositions described and claimed in said patent. II KNOW-HOW GRANT NATIONAL agrees to make available to CTP all of the know-hoi7 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 2- - NL 000039224 one or more of such stabilizers made by said third party for the account of, and for sale by, CTP, NATIONAL agrees that CTP may make available to said third party NATIONAL'S know-how relative to the manufacture of such, stabilizers, CTP agrees to take all reasonable precautions to keep confidential 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. Ill TRADEMARK CONVEYANCE NATIONAL hereby agrees to assign and transfer to CTP ' the entire right, title and interest in and to the trademarks A,0| DUTCH (words and figure), TRIBASE, TRIBASE-E, DYTHAL, DYPHOS, NOKMASAL and DS-2Q7 in^anada for use only in association with stabilizers for resin compositions. 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 of the licensed stabilizers produced by or for CTP and to examine such samples for conformity to the said standards, and 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. 3- NL 000039225 V RECORDS AMD REPORTS CTP shall keep accurate records of the production 1 and sale in Canada of the herein licensed stabilizers and : within thirty (30) days after the first day of January, April, ' July and September, shall report to NATIONAL the amount of ; V : ! i production and sale of each of such stabilizers. VI CTP1S ENDEAVORS Throughout the term of this agreement CTP shall use its best endeavors to maintain high quality of the herein licensed stabilizers and to promote the sale and use in Canada i ! thereof. VII ADDITIONAL STABILIZERS Should CTP desire to manufacture and sell in Canada other stabilizers for resin compositions developed by NATIONAL, NATIONAL agrees, at the request of CTP, to license CTP to i j manufacture and sell in Canada such stabilizers the same as if such stabilizer was included in those herein licensed stabili- j i j zers, including the exclusive licensing of any patents relating thereto and the assignment to CTP of any trademark associated therewith. VIII DEFENSE OF PATENTS AND TRADEMARKS j j [ CTP agrees to undertake, at its expense, the enforce- ; ment of the patents under which CTP is, or may become licensed j hereunder against infringement by third parties and to defend, at its expense, any actions against such patents, including j ] 4- - NL 000039226 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 i . subsidiary corporation, the voting shares of which are owned I\ at least fifty per cent (50%) by NATIONAL, or in connection. I ,? J 1 with the transfer of its entire business in the field of / 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 affixed and attested, all as of the day and year first above written. , ; NATIONAL LEAD COMPANY Nt 000039227