Trademark License Agreement

Exhibit 10.6

TRADEMARK LICENSE AGREEMENT

THIS TRADEMARK LICENSE AGREEMENT (" Agreement" ) made this December 3, 2006 by and among GE Monogram Licensing International, a Delaware corporation (" Monogram Licensing" ) and Momentive Performance Materials Holdings Inc. (formerly Nautilus Holdings Acquisition Corp.), a Delaware corporation (" Acquiror" ).

WHEREAS, Acquiror and solely for the purposes and to the extent set forth herein, General Electric Company, a New York corporation (" GE" ), the parent of Monogram Licensing, are Parties to a Stock and Asset Purchase Agreement dated as of September 14, 2006 (" Purchase Agreement" ), pursuant to which, among other things, Acquiror agreed to acquire from GE, and GE agreed to sell to Acquiror, the Transferred Assets and the Business Subsidiaries;

WHEREAS, Section 5.09(e) of the Purchase Agreement obligated Acquiror and GE or the relevant GE Affiliate to enter into a trademark license agreement;

WHEREAS, in satisfaction of the foregoing obligations in the Purchase Agreement, the Parties desire to enter into this Agreement on the terms set forth herein. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:

1. DEFINITIONS

(a) Unless otherwise defined herein, each capitalized term used in this Agreement that is defined in the Purchase Agreement shall have the meaning specified for such term in the Purchase Agreement.

(b) Additional Definitions:

" Acquiror" shall have the meaning first set forth above, and shall include, as the context warrants, Acquiror' s permitted assignees, licensees and sublicensees.

" Acquiror Indemnified Parties" shall have the meaning set forth in Section 9.2 of this Agreement.

" Books and Records" shall have the meaning set forth in Section 8.1 of this Agreement.

" Commencement Date" shall have the meaning set forth in Section 4.l of this Agreement.

" Confidential Information" shall have the meaning set forth in the Intellectual Property License Agreement.

" Contract Year" means each calendar year period from January 1 through December 31 between the Commencement Date and the Expiration Date, with the exception of the first Contract Year (Contract Year 1), which shall be for the period from this Agreement' s Commencement Date through December 31, 2007. Legend

*** - indicates Confidential Terms redacted pursuant to Rule 406. Such redacted material has been filed separately with the Securities Exchange Commission.

" Cure Period" shall have the meaning set forth in Section 19.1 of this Agreement.

" Distribution Channel" means mass merchants, club/warehouse, catalog, distributors, television shopping networks, Internet (e-tailers), corporate accounts, and Acquiror' s own web site, and other additional channels of distribution as may be added to this Agreement by mutual written agreement of the parties. " Expiration Date" shall have the meaning set forth in Section 4.1 of this Agreement. " Field of Use" means Licensed Products (including new products as approved by Monogram Licensing in the manner described herein).

" GE Indemnified Parties" shall have the meaning set forth in Section 9.1 of this Agreement. " Gross Revenue" means all revenue for all Licensed Products Using the Licensed Marks Sold by Acquiror before any discounts, allowances, or other deductions, but excluding revenue for those Licensed Products that Use only a Licensed Specific Product Mark and no other Licensed Mark.

" Initial Term" shall have the meaning set forth in Section 4.1 of this Agreement.

" Intellectual Property License Agreement" means the Intellectual Property License Agreement between the Acquiror and GE dated as of the date hereof. Monogram Licensing agrees to be bound by the terms of that Intellectual Property License Agreement, to the same extent that GE is bound, with regard to the treatment of any information designated in this Agreement as Confidential Information of Acquiror.

" Licensed Products" means:

(i) with respect to GESA: (A) products sold by GESA as of the Purchase Agreement Date;

(B) new products developed or acquired by GESA between the Purchase Agreement Date and the Commencement Date, and during the Term that are reviewed and approved in writing in advance by Monogram Licensing, such approval not to be unreasonably withheld if the new licensed products (a) are comparable or superior in quality to existing licensed products, and (b) are intended for the same or substantially similar purpose and application as the products currently sold by GESA; and

(ii) with respect to the other Permitted Businesses: (A) products currently sold by the Permitted Businesses in commercial construction, commercial building restoration and OEM window and door production market, including but


-2-

not limited to: acrylic and silicone elastomeric coatings; general purpose construction acrylic and silicone; insulated glass sealants; acrylic patch products; acrylic primers; acrylic and silicone restoration products; silicone structural glazing sealants; acrylic water repellants; and window and door manufacturing sealants; (B) new products developed or acquired by the Permitted Business between the Purchase Agreement Date and the Commencement Date, and during the Term that are reviewed and approved in writing in advance by Monogram Licensing, such approval not to be unreasonably withheld if the new licensed products: (a) are comparable in quality to existing licensed products, and (b) are intended for the same or substantially similar purpose and application as such products currently sold by such Permitted Business; and

(iii) Specific Products, but in relation to each Specific Product only in respect of the Licensed Specific Product Mark that is Used at the Commencement Date in relation to that Specific Product, as set out in Attachment 1. " Licensed Territory" means all countries and territories worldwide where GE or Monogram Licensing has now has, or in the future, obtains a trademark registration for the Licensed Products in the appropriate international trademark class. If Acquiror requests Monogram Licensing to obtain a trademark registration in such class in any additional countries or territories, the cost of obtaining same shall be at Acquiror' s expense, in accordance with Section 12.5 hereof.

" Licensed Marks" means the trademarks listed and referenced on Attachment 1, and incorporated herein by reference (including the Licensed Specific Product Marks). Monogram Licensing shall be permitted to unilaterally amend Attachment 1 to reflect modifications to the appearance of the Mark and the guidelines for use of the Mark, including without limitation, to comply with modified GE Brand Identity Guidelines (See www.gebrandcentral.com/ brand/design_library/). The timing of the effective date for Acquiror' s compliance with such modifications is set forth in Section 6.2 of this Agreement.

" Licensed Specific Product Marks" means those trademarks listed and referenced on Attachment 1 as Licensed Specific Product Marks (as the same may be amended in accordance with Attachment 1).and which are Used by the Permitted Business for a Specific Product at the Commencement Date.

" Net Sales" means the total Gross Revenue less the following documented and supportable items of expense to the extent to which they are actually paid or allowed:

(a) actual quantity discounts granted; (b) returns actually made and credited (provided that amounts equal to such credits have previously been included in Gross Revenue); provided however, that the deduction for such returns may not exceed 15% of Gross Revenue in any Contract Year exclusive of product recalls;

(c) sales taxes or use taxes on sales invoices;

(d) separately stated freight;


-3-

(e) fees and assessments (other than those referred to in Section 3 hereof), both U.S. and foreign, as well as any amount already paid to Monogram Licensing for any component or accessory purchased from Monogram Licensing and included therein;

(f) Except as expressly set forth above, computation of Net Sales (including the computation of Gross Revenue) shall not include deductions for costs incurred by Acquiror in the manufacture, sale, distribution, advertising, promotion, or exploitation of the Licensed Products, or any indirect or overhead expense of any kind whatsoever. Similarly, such deductions and costs shall not be deducted from royalties payable; and (g) If Acquiror sells or provides any Licensed Product to any third party at no charge (other than product samples or other customary practices), the royalties payable to Monogram Licensing shall be computed on the basis of the usual price charged to other parties. Notwithstanding the foregoing, Acquiror may distribute Permitted Free Goods on a [***] provided the amount of Permitted Free Goods distributed (other than to Monogram Licensing) [***] of Net Sales in any Contract Year. " Permitted Free Goods" is defined as Licensed Products distributed at no cost to the recipient as or in connection with introductory offers, samples, promotions and the like, provided that such free goods are distributed in the ordinary course of Acquiror' s business (i) to promote a royalty-bearing sale of Licensed Products and represents the usual and customary business practices of Acquiror for both Licensed Products and non-licensed products or (ii) are provided at no cost to Monogram Licensing pursuant to terms set forth in this Agreement or as a matter of courtesy by Acquiror upon Monogram Licensing' s request (" Permitted Free Goods" ). Acquiror need not provide pre-transaction notice to Monogram Licensing to distribute Permitted Free Goods.

" New Product Introduction Process" shall have the meaning set forth in Section 5.7 of this Agreement.

" Option" shall have the meaning set forth in Section 4.1 of this Agreement.

" Party" or " Parties" means, individually or collectively, Monogram Licensing and/or Acquiror, as applicable.

" Permitted Businesses" shall have the meaning set forth in Section 2.2 of this Agreement.

" Purchase Agreement" shall have the meaning set forth in the recitals.

" Purchase Agreement Date" shall mean September 14, 2006.

" Renewal Period" shall have the meaning set forth in Section 4.1 of this Agreement.

" Report" shall have the meaning set forth in Section 7.1 of this Agreement. " Reporting Period" means each calendar quarter (January through March, April through June, July through September, and October through December) of each Contract Year in the Renewal Period and any Sell-Off Period.

" Section" means a numbered portion of this Agreement.


-4-

" Sell-Off Period" shall have the meaning set forth in Section 19.3 of this Agreement.

" Sold" means the first to occur of the following events: (a) when delivered to a party acquiring the same;

(b) when title passes to a third party;

(c) when paid for, whether paid in advance of delivery or not; or (d) when billed.

" Specific Product" means a product listed in Attachment 1 (as the same may be amended in accordance with Attachment 1).

" Sub-Tier Vendors" shall have the meaning set forth in Section 13.3 of this Agreement.

" Term" shall means the term of the relevant license rights granted under this Agreement as set forth in Section 4.1 of this Agreement.

" Use of the Licensed Marks" or " Using the Licensed Marks" or similar expressions shall include any activity which directly or indirectly associates the Licensed Marks or any of them with any product or service. " Vendors" shall have the meaning set forth in Section 5.5(a) of this Agreement. 2. GRANT OF LICENSE RIGHTS

2.1 License Grant . Subject to the terms and conditions of this Agreement, including without limitation pre-production audit approval under Section 5 below, Monogram Licensing grants Acquiror: a personal, non-transferable and non-sublicensable (except as provided herein) license, [***], during the Renewal Period as set forth in Section 4, (a) to manufacture, have manufactured (by toilers and other contractors or suppliers), market, advertise, distribute, sell and otherwise commercialize Licensed Products under the Licensed Marks other than the Licensed Specific Product Marks in the Licensed Territory, which license shall be exclusive in the Field of Use; and (b) to Use each Licensed Specific Product Mark in the Licensed Territory (and elsewhere, but only to the extent to which such Licensed Specific Product Mark is Used elsewhere in the Business as of the Commencement Date), and in relation to the Specific Product of the Business that is Using the same at the Commencement Date (as set out in Attachment 1, and as the same may be amended in accordance with its terms), such Use to be in the same manner as each such Licensed Specific Product Mark is Used at the Commencement Date, which license shall be exclusive with respect to Specific Products.

2.2 Assignment and Transfer . The license grant set forth in Section 2.1 hereof will be assignable (subject to the obligations under this Agreement) to an entity (a) acquiring all, or substantially all assets of GESA or the business that sells wholesale to the commercial construction, commercial building restoration and OEM window and door production market (together with GESA, the " Permitted Businesses" ) or (b) acquiring the assets or business lines


-5-

that Use the relevant Licensed Marks at the time of such transfer, which entity is approved in advance of such assignment by Monogram Licensing upon completion of due diligence, and provided that no more than four such entities (including Acquiror) shall be entitled to Use the Licensed Marks as licensees hereunder. Monogram Licensing' s approval will be granted following its reasonable determination that the acquiring entity does not harm, or is not likely to harm, the value of any of the Licensed Marks or GE' s or any of its Affiliate' s reputation. 2.3 Subsidiaries and Affiliates . Should Acquiror determine that it is preferable or necessary to operate the Permitted Businesses through Subsidiaries or Affiliates, such as on a country-by-country basis, Acquiror may grant sublicenses to those Subsidiaries or Affiliates, for example on a country by country or other basis, all in conformance with this Agreement provided that any such sublicensee shall terminate automatically should the sublicense cease to be a Subsidiary or Affiliate of Acquiror. Acquiror will take necessary and appropriate steps to ensure that each such Subsidiary or Affiliate complies with the applicable terms of this Agreement.

2.4 License Limitations . The license to Use the Licensed Marks is limited to Use on or in connection with the Licensed Products only, and further the license of each Licensed Specific Product Mark is limited to the Specific Product of the Business that Used that Licensed Specific Product Mark at Commencement Date only and no other Licensed Product (in each case including any advertising, display, promotional copy, and other associated materials bearing the Licensed Marks or any of them that are approved in advance of their Use by Monogram Licensing, such approval not to be unreasonably withheld or delayed). Acquiror shall not, except as specifically permitted in this Agreement or approved in advance by Monogram Licensing, Use the Licensed Marks or give consent to the Use of the Licensed Marks to any other Person in any manner. For the avoidance of doubt, Acquiror shall be permitted to give consent to Use the Licensed Marks, in a manner consistent with GE' s Brand Identity Guidelines, within the Distribution Channel only for purposes of advertising and/or promoting the sale of Licensed Products.

2.5 Reservation of Rights . Monogram Licensing expressly reserves the right to retain for itself and/or to grant to any other party(ies) a licensees) of any scope, in any geographical area(s), (a) for any use(s), and for any article(s) of merchandise outside the Field of Use; and (b) of the Licensed Specific Product Marks outside the scope of the license granted in Section 2.1 (b) above. Except as provided pursuant to Sections 2.1 and 2.2, no license by implication is granted by this Agreement, or by the actions or inaction of Monogram Licensing. During the term of this Agreement, and in any event not prior to expiration of the non-compete set forth in Section 5.14(a) of the Purchase Agreement, Monogram Licensing shall not permit the manufacture, distribution or sale of any Licensed Products under the Licensed Marks in the Field of Use, by Monogram Licensing, GE or any Affiliate of Monogram Licensing or GE.

2.6 Sublicensing Limitations . Acquiror may not sublicense the rights granted in this Agreement except as expressly permitted by this Agreement or as required by local law (e.g., China.


-6-

2.7 No Sales Beyond Expiration . Except for sales during the Sell-Off Period, Acquiror may not enter into a contract for the sale of Licensed Products extending beyond the Expiration Date or termination date of this Agreement.

2.8 Additional Restrictions on Licensed Specific Product Marks . Acquiror shall not and shall ensure that its permitted sublicensees and permitted assignees hereunder shall not (a) Use any Licensed Specific Product Mark in relation to any new product or in relation to any product other than the relevant Specific Product; or (b) assert any Licensed Specific Product Mark is generic, descriptive or non-protectable. Acquiror shall and shall ensure that its permitted sublicensees and permitted assignees hereunder shall, use each Licensed Specific Product Mark only as a trade mark (e.g. as an adjective) in its website and in all new promotional materials. For the avoidance of doubt, this provision shall survive the termination or expiration of this Agreement for any reason, including due to Acquiror' s breach of any other provision of this Agreement. For the avoidance of doubt, the Licensed Specific Product Marks constitute the combination of the alphabetical characters and numerals set out in Attachment 1, and nothing in this Agreement governs the use by Acquiror of the numerals on their own or in conjunction with other characters (provided such other characters, as used, are not the same or confusingly similar to any of the alphabetical characters set out in Attachment 1). Monogram Licensing expressly disclaims all ownership and trademark rights to the numerals alone as used in relation to the Business. 2.9 Subject to the terms and conditions of this Agreement Acquiror may use on product labels which are at the Commencement Date used by the Sealants and Adhesives Business in relation to products Sold by the Sealants and Adhesives Business at the Commencement Date either of the following phrases: " formerly known as GE Sealants and Adhesives" or " formerly known as GESA" provided that in each case such phrase shall immediately follow the then current corporate or trading name of the Sealants and Adhesives Business. For the purposes of this Section 2.9 the " Sealant and Adhesives Business" means the business division known immediately prior to the Commencement Date as " GE Sealants and Adhesives" or " GESA" and acquired by Acquiror pursuant to the Purchase Agreement, and includes any successors to that business division (or parts of it) resulting from any reorganization of Acquiror and its Affiliates that may occur from time to time.

3. ROYALTIES

3.1 Use of GAAP, IFRS or IAS . Acquiror shall use the United States Generally Accepted Accounting Principles (" GAAP" ), the International Financial Reporting Standards (" IFRS" ) or the International Accounting Standard (" IAS" ) consistently for calculation of Gross Revenues and royalties under this Agreement.

3.2 Species for Payment . All amounts due under this Agreement shall be denominated, reported, and paid in U.S. dollars. Where a country restricts repatriation of U.S. Dollars, royalties will continue to accrue until paid.

3.3 [***]


-7-

3.4 Foreign Exchange Rate . The royalty on Net Sales in currencies other than U.S. dollars shall be calculated using the appropriate foreign exchange rate for such currency published in the Wall Street Journal on the first banking day following each corresponding Reporting Period. 3.5 Taxes . The Parties agree to provide each other with all necessary original tax receipts, and to use commercially reasonable efforts to seek to minimize taxes payable on royalties received by Monogram Licensing hereunder.

3.6 Survival . The provisions of this Section 3 shall survive termination or expiration of this Agreement to the extent that royalty payments are owed to Monogram Licensing during the Sell-Off Period.

4. TERM AND RENEWAL

4.1 (a) Unless terminated or extended as herein provided, in relation to the license rights granted pursuant to Section 2.1(a) the initial term of this Agreement commences at 12:00 A.M. Eastern Standard Time on December __, 2006 (" the Commencement Date" ) and continues for seven (7) years thereafter (" Initial Term" ), with a one-time option (" Option" ) to renew for an additional five (5) year period (the " Renewal Period" ) for a total of twelve (12) years. This Option must be exercised in writing by Acquiror to Monogram Licensing no later than ninety (90) days before the end of the Initial Term. (b) Unless terminated as herein provided, in relation to the license rights granted pursuant to Section 2.1(b) the term of this Agreement commences on the Commencement Date and continues in relation to each Licensed Specific Product Mark for so long as the Specific Product that Uses that Licensed Specific Product Mark at Commencement Date is marketed or Sold by Acquiror under or by reference to that Licensed Specific Product Mark. In each case the Agreement expires in relation to the relevant license rights at 11:59 P.M. Eastern Standard Time on the last day of the Term (" Expiration Date" ).

5. PRODUCT QUALITY CONTROL

5.1 Quality Control Right . Monogram Licensing has the right to control the quality of the Licensed Products Using the Licensed Marks. This includes details concerning the sale, promotion, marketing and distribution of products bearing the Licensed Marks and the manufacture by Acquiror and Vendors of such Licensed Products. Monogram Licensing also has the right to control the manner in which the Licensed Marks are affixed to Licensed Products and their packaging as well as the quality and proper Use of the Licensed Marks on all advertising, display, promotional copy, and other associated materials for the Licensed Products used in connection therewith, subject to Section 6.1 of this Agreement. Acquiror acknowledges and agrees that the control by Monogram Licensing over the nature and quality of all Licensed Products Using the Licensed Marks is a material element of the licenses herein granted.

5.2 Quality Required . The Licensed Products Using the Licensed Marks shall be of a quality that is equal to or better than the products sold by the Permitted Businesses as of the Purchase Agreement Date, including in design, features, material, and workmanship, and suitability for the purpose intended.


-8-

5.3 Subsequent Units . Acquiror covenants that subsequent units of each type or model of Licensed Products Using the Licensed Marks shall be of a standard of quality equally as high as that of initial specimens and samples of that type or model made available to Monogram Licensing. Monogram Licensing shall be entitled to rely on Acquiror for the consistent quality, performance, and safety of Licensed Products Using the Licensed Marks and their compliance with applicable laws and standards. Acquiror agrees to meet, at its own expense, all federal, state, local and industry testing requirements, health and safety requirements, and any additional testing requirements reasonably imposed by Monogram Licensing.

5.4 Adherence to QC Standards . Licensed Products Using the Licensed Marks shall be manufactured according to industry standards, specifications, protocols, and quality control standards. In addition, to the extent reasonably applicable, to the Licensed Products Using the Licensed Marks, the Licensed Products Using the Licensed Marks must meet the standards identified in GETL Q-l000 as of the Purchase Agreement Date as the same may be reasonably updated from time to time and detailed in the GE Quality Manual as of the Purchase Agreement Date as the same may be reasonably updated from time to time. Licensed Products Using the Licensed Marks may not be made or Sold until such standards have been met. Acquiror shall provide all Vendors with such standards, and shall require that Vendors continually meet or exceed such standards. Further, the Licensed Products Using the Licensed Marks shall meet or exceed any and all government safety, environmental and other government standards, regulations, rules, laws or the like dealing with or applicable to Licensed Products Using the Licensed Marks, together with all U.S. Underwriters Laboratories requirements and the requirements of similar entities or bodies in other countries where Acquiror plans to sell Licensed Products Using the Licensed Marks as agreed to by Monogram Licensing and the Acquiror. Monogram Licensing acknowledges that the Licensed Products Using the Licensed Marks Sold on or prior to the Purchase Agreement Date meet the standards set forth in this Section 5.4.

5.5 Vendor Relations (a) Acquiror will perform audits every year conforming to the social responsibility standards identified in GETL Q-1000 and detailed in the GE Quality Manual (" Social Responsibility Audits" ) as of the Purchase Agreement Date for suppliers that manufacture or assemble any Licensed Products Using the Licensed Marks (" Vendors" ) for Acquiror. The Social Responsibility Audits will be performed and issues resolved in accordance with Monogram Licensing' s criteria. A copy of each Social Responsibility Audit will be made available to Monogram Licensing upon request. At any point Acquiror may modify social responsibility terms to make them more rigorous.

(b) Monogram Licensing retains the right to perform at its expense its own audits (during ordinary business hours upon providing reasonable advance notice) or to coordinate with the Acquiror.

(c) Non-compliance with the Social Responsibility Audit will be corrected as required to meet Monogram Licensing' s criteria and time constraints. Notwithstanding anything to the contrary, Vendor will immediately halt production of any Licensed Products Using the Licensed Marks if Vendor is found to be in material violation of any Social Responsibility provisions that are expressly referred to as a " red flag issue" in the GE Quality Manual.

-9-

(d) Upon notice to Acquiror, Monogram Licensing retains the right to communicate with the Vendors to coordinate audits or discuss technical issues provided that Acquiror shall at all times be given the opportunity to participate in any such audits or discussions.

5.6 New Vendor Development

(a) New Vendor Defined . A new Vendor is defined as a facility that has not produced the relevant Licensed Products Using the Licensed Marks within Three Hundred and Sixty Five (365) days from the date of the last audit of that facility, if any, by Monogram Licensing. (b) New Vendor Letter Agreement . Acquiror will require new Vendors to sign the form of letter agreement between Acquiror and its Vendors found in the GE Quality Manual before commercial production of Licensed Products manufactured or assembled by such Vendor. If a Vendor refuses to sign such form, Acquiror will not purchase or otherwise obtain Licensed Products Using the Licensed Marks from such Vendor until compliance is achieved. Signed copies of the form of letter agreement between Acquiror and its Vendors will be made available to Monogram Licensing upon request. (c) New Vendor Social Responsibility Audit . Acquiror will perform a Social Responsibility Audit and a manufacturing assessment of all prospective Vendors. All results will be forwarded to Monogram Licensing upon request. Vendors must pass these evaluations before manufacturing Licensed Products Using the Licensed Marks. Monogram Licensing retains the right to perform at its expense its own audits to confirm results, provided that the Acquiror will in all instances be given the opportunity to participate in any such audits.

(d) Manual Updating . Acquiror will update the existing GE Quality Manual, with such updates as Monogram Licensing may supply, to ensure that Monogram Licensing' s requirements identified within this Agreement are incorporated.

(e) Acquiror' s New Vendor Facilities . These requiremen ...