Trademark Licence Agreement

Exhibit 10.21


TRADEMARK LICENSE AGREEMENT
---------------------------


This Agreement, dated as of June 30, 1978, is by and between Lentheric, Inc., a Delaware corporation ("Licensee"), having its principal office at Appleton, Wisconsin, and NCR corporation, a Maryland corporation ("Licensor"), having its principal office at Dayton, Ohio.


Licensee has purchased, on the date hereof, the business, assets and properties of the Appleton Papers Division of Licensor, but Licensee has not purchased the NCR Trademarks referred to hereinafter and the goodwill associated therewith which are assets and properties of Licensor.


Licensee wishes to acquire from Licensor, on a royalty-free basis, the exclusive right to use certain trademarks owned by Licensor and heretofore used by Licensor in connection with the business of its Appleton Papers Division, and Licensor wishes to grant such rights on such royalty-free basis to Licensee.


In consideration of the premises and of the mutual covenants contained herein, and of the payment of $1 by Licensee and other good valuable consideration, the receipt of which is hereby acknowledged by Licensor, the parties hereto do hereby agree as follows:


1. Definitions. Unless the context clearly indicates to the
----------- contrary, the following terms as and wherever used herein, shall have the following meanings:


1.1 The "NCR Trademarks" shall mean the following marks:


a. NCR Paper


b. Papier NCR


c. NCR [Logo] paper


d. NCR [Logo] Microscent


1.2 The "Products" shall mean chemical carbonless coated paper, coated papers for printing and decorative purposes, coatings of various substrates for technical, industrial and other needs and microencapsulated products.


1.3 The "Licensed Rights" shall mean the rights granted to Licensee pursuant to this Agreement.


1.4 The "Forms" shall mean forms, paper rolls, tags, labels and products made from chemical carbonless copying paper.


2. Grant of Rights.
---------------


2.1 Licensor for itself and on behalf of its subsidiaries hereby grants to Licensee, for the terms and upon the conditions hereinafter set forth, subject to the right of termination provided in Article 6 below, and subject to the terms of all licenses and agreements identified on Exhibit A hereto, the exclusive right and license to use the NCR Trademarks in connection with the manufacture, sale and offering for sale of Products throughout the World.


2.2 Licensee shall not be required hereafter to pay any royalties or other monies or other consideration whatsoever to Licensor in connection with the grant of Licensed Rights hereunder or the exercise of such Licensed Rights hereafter, it being understood and agreed between Licensor and Licensee that the Licensed Rights granted hereby are and shall at all times be fully-paid.


2.3 The Licensed Rights hereby granted constitute only the privilege of using the NCR Trademarks in connection with the Products as the same are now or may hereafter be constituted. The Licensed Rights shall not extend to any other goods or services now or hereafter soled by Licensee.


2.4 Licensor reserves unto itself the right to use the mark "NCR" and all variations thereof anywhere in the World in connection with any business or product and to license other companies to do so, and nothing contained herein shall impair in any way Licensor's rights so to use and license the mark "NCR", except for the exclusive rights granted herein, and except as set forth in Section 2.5 hereof.


2.5 Licensor agrees that it will not, during or after the term of this Agreement, whether this Agreement terminates at the conclusion of a term hereof or pursuant to Article 6 hereof or otherwise, use the NCR Trademarks in connection with the Products or license any other person or company to do so, except that Licensor may use in all respects the mark "NCR" on Forms but may not use the mark "NCR" followed by the words "paper" or "microscent" on or in connection with any products whatsoever.


2.6 The Licensed Rights may be sublicensed by Licensee to its subsidiaries, to B.A.T. Industries Limited, and to all of the subsidiaries of and related companies controlled by B.A.T. Industries Limited, without restriction and without Licensor's consent provided that each sublicensee agrees in writing (for the benefit of Licensor) to comply with all of the provisions of this Agreement. Licensee may no sublicense the Licensed Rights to any other person or company without first obtaining the prior written consent of Licensor.


2.7 Licensor agrees that should it sell its business relating to Forms it will not, in connection with that transaction, sell or license the right to use "NCR" in connection therewith.


3. Licensee's Acceptance and Exercise of Rights; Acknowledgment
------------------------------------------------------------ of Licensor's Ownership. - -----------------------


3.1 Licensee hereby accepts the Licensed Rights granted to it by Licensor in Article 2 hereof and agrees to exercise such Licensed Rights in material compliance with the material terms and conditions of this Agreement. Without limiting the generality of the foregoing, Licensee agrees to use the NCR Trademarks only in connection with the Products.


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3.2 Licensee agrees that as between Licensor and Licensee the NCR Trademarks are and shall be and remain the sole and exclusive property of Licensor; and that Licensee has and will hereby acquire pursuant hereto no ownership rights in the NCR Trademarks.


3.3 The use of the NCR Trademarks by Licensee and any sublicensee of Licensee shall inure to the benefit of Licensor only.


4. Term of Grant. The Licensed Rights granted hereunder are for a
------------- period of five years commencing on the date hereof. Licensee shall have the option to renew this license for nineteen additional periods of five years each on the same terms and conditions provided Licensee gives Licensor written notice of each such renewal at least six months prior to the expiration of the initial or any subsequent five-year period.


5. Certain Rights of Licensor.
--------------------------


5.1 Licensee agrees that the quality of Products sold by it under the NCR Trademarks will meet or exceed the quality of the Products previously sold under the NCR Trademarks by the Appleton Papers Division of Licensor. Licensee shall submit representative samples to Licensor of all the Products sold under the NCR Trademarks during February and August of each year. Licensor shall notify Licensee of any deficiency in quality and Licensee shall promptly take action to correct that deficiency and shall supply Licensor with a specimen of the Product with the claimed deficiency in quality remedied.


5.2 For the limited purpose of enabling Licensor to supervise the nature and quality of the Products manufactured by Licensee under the NCR Trademarks, Licensee grants to Licensor a right to visit semi-annually the premises of Licensee, upon reasonable notice and during normal business hours, solely for the limited purpose of inspecting the nature and quality of the Products manufactured by Licensee under the NCR Trademarks but not to inspect the manufacturing processes.


5.3 Licensee agrees to send to Licensor representative specimens of all labeling, packaging, advertising or other material prepared by Licensee, its agents or sublicensees which makes any use of the NCR Trademarks. Licensor has the right to require changes to be made in such materials for the sole purpose of insuring proper use of the NCR Trademarks and Licensor shall be the sole judge of what shall constitute proper use but shall exercise its judgment reasonably.


6. Termination. Licensor may, at its option, terminate this
----------- Agreement and the grant of the Licensed Rights hereunder if there shall occur a material breach by Licensee of any of the material terms and conditions of this Agreement which breach shall continue for a period of six months after Licensee has received written notice thereof from Licensor.


7. Registrations. Licensor shall apply to register the NCR
------------- Trademarks in connection with the Products as requested by Licensee, in Licensor's name, and shall maintain existing registrations and all subsequent registrations for the NCR Trademarks in full force and effect during the term of this license to the best of its ability. Licensee agrees to execute and deliver to Licensor, promptly on request, any documents which Licensor may reasonably request to enable


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or assist Licensor in obtaining and protecting rights under the NCR Trademarks. Licensor shall keep Licensee reasonably and currently advised in writing of all such registrations and similar rights. Licensor agrees to execute and deliver to Licensee, promptly on request, any documents which Licensee may reasonably request to enable or assist Licensee in obtaining the benefit of the rights granted to Licensee herein.


8. Infringements.
-------------


8.1 If Licensor or Licensee receives any information to the effect that any third party is using the NCR Trademarks, or any similar trademark, in connection with the Products, or any similar or related product, it shall immediately give written notice thereof to the other.


8.2 In the event such notice is given, the decision as to whether to institute or maintain action rests solely with Licensor, but in reaching any such decision Licensor shall give bona fide and reasonable consideration to the needs of Licensee for protection in its use of the NCR Trademarks.


8.3 In the event Licensor decides to institute or maintain any action or proceeding to protect the NCR Trademarks, such action shall be at Licensor's expense except as may otherwise be agreed between Licensor and Licensee. Respecting any monetary recovery for infringement of the NCR Trademarks on the Products in such actions or proceedings, Licensor's total expenses and fees in such an action or proceeding shall be deducted and reimbursed to Licensor from any monetary recovery and, thereafter, any remainder shall belong to and be paid by Licensor to Licensee.


9. Miscellaneous.
-------------


9.1 Notices. All notices, requests and demands to or upon the
------- respective parties hereto shall be deemed to have been given or made when deposited in the mail, first class mail, registered and postage prepaid, or, in the case of telegraphic notice, when delivered to the telegraph company, addressed as set forth below or to such other address as may be hereafter designed in writing by the respective parties hereto:


9.1.1 if to the Licensor, to


NCR Corporation
1700 South Patterson Blvd.
Dayton, Ohio 45409
Attention: Vice President and General Counsel


9.1.2 if to the Licensee, to


Lentheric, Inc.
P.O. Box 359
Appleton, Wisconsin 54911
Attention: President


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or to such other address as any such party shall notify the other.


9.2 No Waiver; Cumulative Remedies; Amendments.
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No failure to exercise and no delay in exercising, on the part of any party hereto, any right, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided bylaw. No modification, or waiver of any provision of this Agreement nor consent to any departure form the provisions hereof or thereof, shall be effective unless the same shall be in writing from the party so modifying, waiving or consenting and then such waiver or consent shall be effective only in the specific instance and for the purpose for which it is given. No notice to any party shall entitle such party to any other or further notice in other or similar circumstances unless expressly provided for herein. No course of dealing between or among any of the parties shall operate as a waiver of any of their respective rights under this Agreement.


9.3 Captions. The captions of the various sections of this
-------- Agreement have been inserted only for only for the purposes of convenience, and shall not be deemed in any manner to modify, define, enlarge or restrict any of the provisions of this Agreement.


9.4 Survival of Agreements. All agreements, representations
---------------------- and warranties made herein and in any certificates delivered pursuant hereto shall survive the execution and delivery of this Agreement and shall continue in full force and effect.


9.5 Successors and Assigns. This Agreement shall be binding
---------------------- upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that this Agreement may not be assigned by Licensee, except in the case of the sale or other disposition of all, or substantially all, of its assets and business relating to the Products, without the prior written consent of Licensor. No assignment of any right or benefits hereunder shall relieve any obligati ...