Form of Research And Development Agreement

EXHIBIT 10.8 RESEARCH AND DEVELOPMENT AGREEMENT This RESEARCH AND DEVELOPMENT AGREEMENT (this " Agreement" ) is entered into as of , 2002 between CarnaudMetalbox plc, a public limited company formed under the laws of England and Wales (" Carnaud" ), Crown Cork & Seal Technologies Corporation (" Crown Technologies" and, collectively with Carnaud, the " Crown Entities" ) and Constar, Inc., a Delaware corporation (" Constar, Inc." ). BACKGROUND A. The Crown Entities currently provide certain research and development services to Constar, Inc. B. Crown Cork & Seal Company, Inc. (" Crown" ) and Constar International Inc. (" Constar" ) are contemplating that an initial public offering will be made of all of the capital stock of Constar (the " Initial Public Offering" ), and Crown and Constar, Inc. both desire for the Crown Entities to continue to provide certain services to Constar, Inc. following the Initial Public Offering. C. The Crown Entities and Constar, Inc. desire to enter into this Agreement to set forth the roles and responsibilities with regard to research and development services to be provided by the Crown Entities to Constar, Inc. following the Initial Public Offering. TERMS NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Crown Entities and Constar, Inc., for themselves and their successors and assigns, and intending to be legally bound hereby, hereby agree as follows: 1. Definitions . Capitalized terms not defined in this Agreement shall have the meanings ascribed to them in the Corporate Agreement, dated as of the date hereof, between Crown and Constar. As used in this Agreement, the following terms shall have the respective meanings set forth below: 1.1. " AAA" shall have the meaning set forth in Section 13.5. 1.2. " Additional Services" shall have the meaning set forth in Section 2.4 below. 1.3. " Benefits Allocation Agreement" shall mean the Benefits Allocation Agreement, dated as of the date hereof, between Crown and Constar. 1.4. " Commitment Percentage" shall have the meaning set forth in Section 2.1 below. 1.5. " Commitment Period" shall have the meaning set forth in Section 2.1 below. 1.6. " Confidential Information" shall have the meaning set forth in Section 8 below. 1.7. " Costs" shall have the meaning set forth in Section 3.1 below. 1.8. " Developed Intellectual Property" shall have the meaning set forth in Section 6.1 below. 1.9. " Force Majeure Event" shall have the meaning set forth in Section 13.2 below. 1.10. " Key Carnaud Individuals" shall mean the individuals specified as such on Schedule A and/or such other individuals that are designated as Key Carnaud Individuals by the parties pursuant to Section 2 from time to time. 1.11. " Key Crown Individuals" shall mean the individuals specified as such on Schedule A and/or such other individuals that are designated as Key Crown Individuals by the parties pursuant to Section 2 from time to time. 1.12. " Key Individuals" shall mean the Key Crown Individuals, the Key Carnaud Individuals and the Key Transferred Individuals and/or such other individuals that are designated as Key Individuals by the parties pursuant to Section 2 from time to time. 1.13. " Key Transferred Individuals" shall mean the individuals specified as such on Schedule A and/or such other individuals that are designated as Key Transferred Individuals by the parties pursuant to Section 2 from time to time. 1.14. " Key Individual Fees" shall have the meaning set forth in Section 2.1 below. 1.15. " Key Individual Services" shall mean the reasonable services, consistent with past practice of the Crown Entities with respect to similar projects, performed for Constar, Inc. by Key Individuals in accordance with and subject to this Agreement. 1.16. " Non-Dedicated Equipment" shall have the meaning set forth in Section 2.3 below. 1.17. " Proprietary Rights" shall mean any intellectual property and other proprietary rights, including, without limitation, any patents, patent applications, industrial design rights, copyrights (and any registration or applications therefor), database rights, trade secrets, all other rights in and to any inventions, discoveries, processes, formulae, technology, works of authorship and any writings, diagrams, computer programs, compilations and pictorial representations and other works (whether or not copyrightable) relating thereto. 1.18. " R&D Fees" shall mean Key Individual Fees and any fees payable for Additional Services. 1.19. " R&D Services" shall mean Additional Services and Key Individual Services. 1.20. " Term" shall have the meaning set forth in Section 5 below. 2. Services . 2.1. Key Individuals . During the Term, and during the Commitment Period for each Key Individual set forth on Schedule A (the " Commitment Period" ), the applicable Crown Entity under whose name such Key Individual is listed on Schedule A shall make such Key Individual available to provide such support and assistance to Constar, Inc. as is consistent with the skills and experience of such Key Individual, for the applicable percentage of the Key Individual' s working hours per month that is indicated on, and modified in accordance with the terms set forth on, Schedule A (the " Commitment Percentage" ). Constar, Inc. shall have the right to approve the activities of Key Carnaud Individuals and the Key Crown Individuals while providing Key Individual Services in a manner consistent with the skills and experience of such Key Individuals and shall define and approve the scope of Key Individual Services provided by Key Individuals pursuant to this Agreement. In consideration for such access to each Key Individual, Constar, Inc. agrees to pay the applicable Crown entity under whose name such Key Individual is listed on Schedule A (i) a fee for each Key Transferred Individual equal to (x) the actual cost to the Crown Entities of compensation and benefits to such Key Individual per month for each month during which access is provided to such Key Individual plus (y) an annual overhead charge of $[***], plus phone, delivery and courier costs actually incurred by a Crown Entity, prorated and payable on a monthly basis and (ii) a fee per each Key Carnaud Individual and Key Crown Individual equal to the product of (x) $[***] per month for each month during which access is provided to a Key Individual multiplied by (y) such Key Individual' s Commitment Percentage (collectively, " Key Individual Fees" ). The Key Individuals shall, subject to the terms of this Agreement and the Benefits Allocation Agreement, at all times remain employees of the applicable Crown Entity, or one of its Affiliates, and shall remain subject to the applicable Crown Entity' s policies applicable to its employees. The Crown Entities' obligation under this Agreement to make a given Key Individual available to Constar, Inc. and the Constar Entities' obligation to pay Key Individual Fees shall continue for the duration of such Key Individual' s Commitment Period, except that in no event shall such obligations continue beyond the Key Individual' s employment with the applicable Crown Entity. In the event that a Key Individual ceases to be an employee of the applicable Crown Entity for any reason during the Term other than by taking up employment with Constar, Inc., the applicable Crown Entity shall make commercially reasonable efforts to find a qualified replacement, whom the applicable Crown Entity may then, with Constar, Inc.' s prior written consent designate as a Key Individual for purposes of this Agreement, to be treated as if such individual were the replaced Key Individual under the terms of this Agreement; provided , that the applicable Crown Entity shall not be deemed to be in breach of this Agreement (a) if the applicable Crown Entity is unable to hire a qualified replacement for any reason or (b) as a result [***] Confidential treatment requested of any delay of whatever duration in the hiring of a qualified replacement. In the event that Constar, Inc. does not consent to a replacement being designated as a Key Individual, neither the applicable Crown Entity nor any of its Affiliates shall be obligated to provide, or otherwise arrange for the provision of, the Key Individual Services that were previously provided under this Agreement by the Key Individual whose employment with the applicable Crown Entity has terminated and the applicable Crown Entity shall not be deemed to be in breach of this Agreement. In the event that a Key Individual ceases to be an employee of the applicable Crown Entity for any reason, the Commitment Period for such Key Individual shall end; provided , that if such Key Individual is replaced pursuant to this Section 2.1, the replacement Key Individual shall assume the balance of the replaced Key Individual' s Commitment Period. 2.2. Activity Reports . Within 30 days after the end of each calendar month during the Term, the applicable Crown Entity shall provide Constar, Inc. with monthly reports (based on, and in accordance with, the applicable Crown Entity' s then existing reporting system) on the availability during such month of Key Individuals to provide Key Individual Services and all Key Individual Services actually provided under this Agreement. In connection with such monthly reports, Key Individuals shall keep a log setting forth the time each such Key Individual worked in performing the Key Individual Services under this Agreement which shall be supported by weekly time allocation reports with details to be mutually agreed, reviewed by the Constar, Inc. Vice President of Research and Development or his designee. Any charges above the applicable Commitment Percentage of any Key Individual must be approved by the Constar, Inc. Vice President of Research and Development or his designee in advance. The applicable Crown Entity shall from time to time provide Constar, Inc. with meeting records, technical records and project review presentations relating to the Key Individual Services provided in connection with Constar, Inc. projects as reasonably appropriate and in accordance with past practices and in accordance with such reasonable protocols and procedures as the Parties shall mutually agree. So long as the Crown Entities make Key Individuals available to Constar, Inc. in accordance with Section 2.1, Constar, Inc. shall pay the full Key Individual Fees regardless of the actual time spent on Key Individual Services during any month. Constar, Inc. shall from time to time provide the applicable Crown Entity with meeting records and technical records relating to Constar, Inc.' s services to Crown as reasonably appropriate and in accordance with past practices and in accordance with such reasonable protocols and procedures as the parties shall mutually agree. 2.3. Resources . (a) During the Term, Crown shall have no right to use and no right to access the Constar, Inc. owned equipment for any other purpose than the research and development services rendered under this agreement for Constar, Inc. However, when mutually agreed, Constar, Inc. will use commercially reasonable efforts to provide Crown with R&D services at the same standard billing rate and other terms, including, without limitation, warranty and indemnification, provided in this Agreement as used by Crown for Additional Services to Constar, Inc.

(b) During the Term, the Crown Entities shall make available to the Key Individuals, the non-dedicated equipment set forth on Schedule B (the " Non-Dedicated Equipment" ) to the extent necessary for performance of the Key Individual Services on a reasonable basis during normal business hours or such hours as the parties shall mutually agree, and in accordance with such reasonable protocols and procedures as the parties shall mutually agree from time to time; provided , that the Crown Entities shall not be obligated to make Non-Dedicated Equipment available for Key Individual Services to the extent that such Non-Dedicated Equipment is reasonably required for other activities of the Crown Entities or their Affiliates. Nothing in this Agreement shall require the Crown Entities to develop or acquire any facilities or equipment other than as exists as of the Initial Public Offering Date. In lieu of the then existing Non-Dedicated Equipment, the applicable Crown Entity may, in its sole discretion, from time to time make available to the Key Individuals equivalent alternative equipment, which equipment shall be deemed to be Non-Dedicated Equipment. (c) The Crown Entities shall permit employees of Constar, Inc. to visit the facilities where Key Individual Services are performed. Any such visits shall be reasonable in scope and duration and shall be conducted during normal business hours. (d) In consideration for the R&D Fees provided herein, Carnaud agrees to allow Constar, Inc. to store and use the equipment identified on Schedule C in Carnaud' s Wantage facility, consistent with historical practices in Wantage, until the date which is 3 months from the Initial Public Offering Date or to charge a reasonable fee to be mutually agreed for an extended period of storage. 2.4. Additional Services . The Crown Entities will use commercially reasonable efforts to provide Constar, Inc. with (a) research and development services other than the Key Individual Services and (b) Key Individual Services in excess of a Key Individual' s Commitment Percentage during any month (collectively, " Additional Services" ). Such Additional Services shall be provided at the Crown Entities' standard billing rate [***], prorated for the amount of time spent providing Additional Services. In the event that Constar, Inc. receives Key Individual Services from a Key Individual that exceed such Key Individual' s Commitment Percentage during a month, such excess Key Individual Services shall be considered Additional Services. 2.5. Oxygen Transmission Measuring Machines (Illiop) . (a) Crown Technologies will complete construction of a new Illiop machine prior to the termination of this agreement, which shall be included as Non-Dedicated Equipment and owned by Crown. Within 90 days after such new Illiop machine is deemed fully operational by Crown Technologies, Crown shall transfer ownership of the existing Illiop machine in Alsip that is included among the Non-Dedicated Equipment to Constar, Inc. (b) Constar, Inc. and Crown shall make all Illiop machines available to each other on a reasonable basis during normal business hours or such hours as the parties shall [***] Confidential treatment requested

mutually agree, and in accordance with such reasonable protocols and procedures as the parties shall mutually agree from time to time. 2.6. Employees . Notwithstanding the provisions of the Non-Competition Agreement between Crown and Constar, Constar, Inc. shall have the option [***] as indicated on Schedule A . After the Initial Public Offering Date, and on 45 days notice, Constar, Inc. and the Crown Entities can mutually agree to modify the Commitment Percentage or the Commitment Period, or Constar, Inc. can [***]. Beginning 90 days after the Initial Public Offering Date, Constar, Inc. may, at its option, [***]. Crown agrees to extend the Commitment Period with regard to [***] upon Constar, Inc.' s request at terms to be mutually agreed. Constar, Inc. shall inform the Crown Entities of its intention [***]. 3. Payment for Costs . 3.1. Constar, Inc. shall reimburse the Crown Entities for all third party costs that the Crown Entities incur in connection with the performance of the R&D Services and for which Crown has obtained written prior approval from Constar, Inc. (the " Costs" ), including, by way of example without limitation, equipment repair and maintenance, materials costs, subcontractor costs, and reasonable travel and accommodation expenses. Without limiting the foregoing Constar, Inc. shall reimburse the ...