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Agreement#: AG-367253
Pages: 8 pages
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Form of Closures Patent License Agreement

Effective Date: 2002
Parties:

Constar International

Sectors: Materials and Construction
Governing Law:  Pennsylvania
Confidential treatment has been requested by Constar International Inc. pursuant to Rule 406. All non-public information has been filed with the Securities and Exchange Commission. Exhibit 10.19 LICENSE AGREEMENT This is a License Agreement (" Agreement" ) dated as of , 2002 between CROWN CORK & SEAL TECHNOLOGIES CORPORATION, a Delaware corporation (" Licensor" ), and CONSTAR INTERNATIONAL U.K. LIMITED, a company organized and existing under the laws of Great Britain (" Licensee" ). Background A. Licensee manufactures plastic closures at its Sherburn, England facility (the " Sherburn Facility" ). Licensor owns patents and other technology related to the production of plastic closures. B. On November 9, 1996, Licensor' s predecessor Crown Cork & Seal Company, Inc. (" Crown" ) and Licensee entered into a License Agreement and a Trademark License Agreement concerning the manufacture and sale of certain plastic closures defined in such agreements (the " Polyguard License" and the " Polyguard Trademark License ," respectively). C. On November 9, 1996, Licensor' s predecessor Crown Cork AG and Licensee entered into a License Agreement concerning the manufacture and sale of certain plastic closures defined in such agreement (the " Obrist Cap License" ). D. On January 1, 1999, Licensor and Licensee entered into a Trademark License Agreement in which Licensor granted Licensee the right to use the mark OBRIST CAP in connection with plastic closures manufactured under the Obrist Cap License (the " Obrist Cap Trademark License ," and together with the Polyguard License, the Polyguard Trademark License, and the Obrist Cap License, the " Prior License Agreements" ). E. The Parties wish to terminate the Prior License Agreements, and subject to the terms and conditions of this Agreement, Licensor wishes to grant to Licensee, and Licensee wishes to accept from Licensor, a perpetual, one-site license to use specified technology for the manufacture of plastic closures at the Sherburn Facility and for the sale of such closures for use on products manufactured in the Licensed Territory (as defined below). NOW, THEREFORE, for good and valuable consideration, and intending to be legally bound, Licensor and Licensee hereby agree as follows: Terms 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 International Inc. As used in this Agreement, the following terms shall have the respective meanings set forth below: 1.1. " Licensed Facility" shall mean (i) the Sherburn Facility, or (ii) another facility that (A) is located in the United Kingdom, (B) is operated by Licensee, and (C) is approved by Licensor, such approval not to be unreasonably withheld, provided that only one facility shall be the " Licensed Facility" at any time. 1.2. " Licensed Marks" shall mean the trademarks POLYGUARD and OBRIST CAP as set forth on Exhibit B hereto. 1.3. " Licensed Products" shall mean plastic closures for use on containers filled in the Licensed Territory that embody, or are manufactured using, any part of the Licensed Technology. 1.4. " Licensed Patents" shall mean the patents listed on Exhibit A , as may be amended upon the written consent of both parties. 1.5. " Licensed Technology" shall mean (i) the Licensed Patents, and (ii) any unpatented technology, know-how, trade secrets, processes, formulae, technical information, data, drawings, plans, specifications, formulation and reports, and all other general and specific proprietary knowledge, experience, techniques, and information, used as of the Initial Public Offering Date in manufacturing Licensed Products at the Sherburn Facility. 1.6. " Licensed Territory" shall mean the United Kingdom and the Republic of Ireland. 1.7. " Obrist Cap Closures" shall mean (i) Licensed Products that are identical, or substantially identical in all material respects, to closures in connection with which Licensee used the mark OBRIST CAP under the Prior License Agreements, and (ii) such other Licensed Products as the parties may mutually agree in writing. 1.8. " Net Sales" shall mean the gross sale price or other monetary consideration to be received from any and all dispositions of the Licensed Products by Licensee, whether characterized as a sale, lease, loan or otherwise, less (i) any trade or quantity discount; (ii) any allowance for sales, excise and value-added taxes, duties, shipping charges and insurance which may be included in such gross sales price; and (iii) any allowances or credits to customers on account of rejection or return of such products. Net Sales shall include dispositions of the Licensed Products manufactured during the term of the Prior License Agreements or this Agreement, whether such dispositions occur before or after the termination or expiration of this Agreement. 1.9. " Polyguard Closures" shall mean (i) Licensed Products that are identical, or substantially identical in all material respects, to closures in connection with which Licensee used the mark POLYGUARD under the Prior License Agreements, and (ii) such other Licensed Products as the parties may mutually agree in writing. 2. TERMINATION OF PRIOR LICENSE AGREEMENTS 2.1 Licensor and Licensee acknowledge and agree that the Polyguard License Agreement and the Polyguard Trademark License have been properly assigned from Crown Cork

2 & Seal Company, Inc. to Licensor, and that the Obrist Cap License has been properly assigned from Crown Cork AG to Licensor. 2.2. Licensor and Licensee hereby agree that the Prior License Agreements shall be deemed voluntarily terminated with the mutual consent of both parties as of the Initial Public Offering Date. 3. LICENSE 3.1. Grant of Rights. Subject to the terms and conditions of this Agreement, Licensor, insofar as it lawfully may, hereby grants to Licensee for the term of this Agreement a non-exclusive right under the Licensed Technology (i) to manufacture Licensed Products at the Licensed Facility only, and (ii) to use, offer for sale, and sell Licensed Products in the Licensed Territory. 3.2. Limitations . No license, express or implied, is granted to Licensee for any purpose or with respect to any technology other than as set forth in this Section 2. 3.3. Reservation of Rights . Notwithstanding any other provision of this Agreement, Licensor retains all title, right and ownership of and in the Licensed Technology, and reserves all rights to use the Licensed Technology for any and all purposes. 4. LICENSEE' S OBLIGATIONS 4.1. Marking. Licensee shall comply with all applicable laws relating to the marking of Licensed Products with suitable patent notices. 4.2. Registration of License . To the extent that the patent laws of any country require the recordation or registration of this Agreement to ensure the continued validity and enforceability of the Licensed Patents or this Agreement, Licensee shall, at its own expense, take whatever action is necessary to record or obtain registration of this Agreement, including the filing of all necessary documents and payment of all required fees. 4.3. Compliance With Laws and Regulations . Licensee shall comply with all laws, regulations, rulings and requirements of any and all governmental authorities having jurisdiction over the subject matter of this Agreement. 5. TECHNICAL ASSISTANCE 5.1. At Licensee' s written request, and to the extent that Licensor and its Affiliates have personnel available to fulfill such request, Licensor shall provide Licensee with technical services and technical assistance related to the manufacture of Licensed Products, of a kind and amount substantially similar to the services and assistance that Licensor offers to its other licensees of the Licensed Technology or comparable technology (" Technical Assistance" ). 5.2 In consideration for the performance of the Technical Assistance requested by Licensee, Licensee shall pay to Licensor an amount to be negotiated in good faith by the parties.

3 Any federal, state, local or foreign income taxes, charges, fees, imposts, levies, contributions or other assessments assessed on the provision of each of the Technical Assistance shall be paid by Licensee (all such charges, plus the amounts described in the preceding sentence, the " Fee" ). Within ten (10) days of the end of each month during the term of this Agreement, Licensor shall invoice Licensee for any Technical Assistance performed by Licensor during such month in accordance with the terms of this Agreement. Licensee shall pay the Fee for the Technical Assistance delivered during the prior month pursuant to this Agreement within thirty (30) days after the invoice for such Technical Assistance has been provided by Licensor in accordance with this Section 5.2. 6. DEVELOPMENTS 6.1. Licensor shall, during the term of this Agreement, periodically inform Licensor as to developments and improvements to the Licensed Technology created by or on behalf of Licensor or acquired by Licensor (collectively, " Licensor Developments" ). Such Licensor Developments shall be deemed part of the Licensed Technology under this Agreement, and any patents issuing on Licensor Developments shall be deemed part of the Licensed Patents under this Agreement. 6.2. Licensee shall, during the term of this Agreement, periodically inform Licensor as to developments and improvements to the Licensed Technology created by or on behalf of Licensee or acquired by Licensee (collectively, " Licensee Developments" ). Licensee shall disclose all Licensee Developments to Licensor before they are publicly disclosed. Licensee shall grant to Licensor, and hereby does grant to Licensor, a worldwide, perpetual, non-exclusive, royalty-free license under the Licensee Developments, with unlimited right to sublicense, to exploit the Licensee Developments, including without limitation the right to make, have made, use, sell, offer for sale, and import any product embodying such Licensee Developments, whether patented or unpatented. 7. CONFIDENTIALITY; DISCLOSURES 7.1. Confidentiality . Each party agrees to maintain (a) all information, whether in written, oral, electronic or other form, necessary for or utilized or received by such party pursuant to any terms of this Agreement, including, without limitation, technical knowledge, know-how, proprietary or confidential inventions, discoveries, processes, formulae or technology included in or developed under the Licensed Technology (the " Confidential Information" ), as secret and confidential and (b) not to disclose the Confidential Information to any third person or party (except for employees, counsel, contractors, customers, consultants or vendors who have a need to know and are informed of the confidential nature of such information by the disclosing party). Each party shall accept responsibility and be liable for any disclosure by any third person of any Confidential Information disclosed to such third person by such party. The parties will use the same measures to maintain the confidentiality of the Confidential Information of any other party in its possession or control that it uses to maintain the confidentiality of its own Confidential Information of similar type and importance. Notwithstanding the foregoing, any party or their Affiliates may describe this Agreement in, and include this Agreement with, filings with the U.S. Securities and Exchange Commission and any related prospectuses, including such

4 filings or prospectuses in connection with any offering of securities. Confidential Information will not include information that (i) is in or enters the public domain without breach of this Agreement, or (ii) the receiving party lawfully receives from a third party without restriction on disclosure and, to the receiving party' s knowledge, without breach of a nondisclosure obligation. 7.2. Disclosure to Governmental Agency . Notwithstanding the foregoing, each party shall be permitted to disclose the Confidential Information and/or any portion thereof (i) to a governmental agency or authority as required in response to a subpoena therefor, (ii) in connection with formal requests for discovery under applicable rules of civil procedure in a legal action before a court of competent jurisdiction to which such party is a party and (iii) as otherwise required by law; provided , however , that, in any such case, each party shall notify the other party as early as reasonably practicable prior to disclosure to allow such party to take appropriate measures to preserve the confidentiality of such information at the expense of such party. 7.3. Ownership of Information . All Confidential Information supplied or developed by either party will be and remain the sole and exclusive property of the party who supplied or developed it. 7.4. Return of Confidential Information. Upon the written request of a party which has disclosed information covered by this Section 7 in written, printed or other tangible form, all such readily available information, all copies thereof, including samples or materials, and all notes or other materials derived from such information (" Disclosed Information" ) shall be returned to the party which disclosed such information, provided that Licensee shall not be required to return Disclosed Information that comprises part or all of the Licensed Technology until the e ...

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Agreement#: AG-367253
Pages: 8 pages
Format: MS Word MS Word Compatible
Price: $35.00
Add To Cart