Document ga3a16KDakean1oEn7o6z9L8L

FILE NAME: National Safety Council (NSC) DATE: 1935 Sept 7 DOC#: NSC297 DOCUMENT DESCRIPTION: Letter to Donald Tulloch, Jr. RE Agreement with Johns-Manville (l -% A? HF *> b JA lh ja V U N U I 1 KN i H i 1 U J J I I U U O t J J U September 7, 1935 H r. Donala T u iloch , J'r., 16th floor, Inquirer Building, Philadelphia. Dear Mr. Tuiloch: FEDERAL trade co m m issio n m 'r riAJfR ft EiMilt NoA . 0L4^/JLa I . iJ T f3y < 1 WITNESSA ukcoutek.Mr-fr Yours of the 5th inst. received. Respecting the draft of September 4-, 1935 Agreement between ohns-M&nville Corporation and your.elf, 1 suggest the following changes: In the third clause of the first page, you apparently overlooked ray suggestion of inserting after the word "sell" in the second line of that clause, the words -end the exclusive right to license others to make, use and sell- and the suggestion that in the foourth line the oommn (,) after "betters Patent" be changed to a period (.) ana the balance of the paragraph deleted. This change will then make this Whereas clause harmonize with the exclusive license granted to you in Section I. You will probably recall my calling the above changes to your attention after you had forwarded our proposed changes to New Y ork. Respecting Section X, I do not look with favor upon the provision that your license terminates in the event you have not been able to grant any sublicenses for any period of si months. It is conceivable that you might in the first six months license the entire industry and in the second six months, there being no one else to license, your agreement would terminate and the sublicenses would find their sublicenses terminated. Certainly this situation should not be permitted to arise. Another objection to this six months period is tin t it frequently takes not only six months, but several periods of six montha and then some, to negotiate a license with a single company. You can find yourself in a positi n where having spent six months time trying to grant a license, your right to grant a license at the end of the time was terminated. In my opinion, beginning with the words "or shall be" in line 2 of Section X, to and including the words "six months" including the comma (,) in line 4, should be deleted. If it is permitted to remain in,it will be an obstacle in any negotiations for sublioenses as anyone negotiating for a license cer tainly would want to have a license agreement that would give rights for'more than a period of si months. No license iassued with Section X in its present form would convey rights for more than a period of six months. I have hastily examined this agreement in order to be able to have something in your hands Monday morning. I will examine it further and if I have any other suggestions or comments will wire you Monaay. If you have no word from me by wire ""onaay, you may consider this as my approval of the proposed license between ohns-Manville Corpor ation and yourself, granting you the right to lioense others. This, - 676 JA lM JO V I V N U l i V N J I U i.V U J J I I U U U U J U COPY fcMfo'W/ !RAI'E " MMISSION " ' ' ' a - s g mil 6 ,N hIE MATTER OF.. ^ DA -1 ...... .... ....... witness... U K I'O U T E U .... U^._ Mr, Donald Tulloch, Jr. -- Page 2. September 7 1935 however, does not constitute ny approval of the form of sublicense referred to as "Exhibit A" which is to be attached to this agreement as I have not as yet had an opportunity to examine some. As I advised you over the phone Thursday, I would try to approve the form of license between you and Johns-Manville, whereby you acquire the right to license others, so that you would have ny approval or disapproval not later than sometime Monday, but 1 did not agree, as your letter suggests, to aavise you by Monday whether the sublicense form Exhibit A met with my approval for the signature of the Philip Carey Company. That is a matter that requires not only my consideration but also conferences with our officials respecting the proposed scheaules which you included in yours of August 30. I will, however, give the matter prompt attention and try to have something in your hands at a very early date. Mr. Steffens is out of town ana will not be back until the first of the week, consequently, I will be unable to confer with him respecting tbeae matters until then. Very truly yours, (S) Geo. W. Mills, Jr., J.W. GVvM: JW 677