Trademark Licensen Agreement

THIS AGREEMENT is made and effective as of this 28th day of March, 2000, by and between Cabot Corporation, a corporation organized and existing under the laws of the State of Delaware and having its corporate offices at 75 State Street, Boston, Massachusetts 02109 (hereinafter, "CABOT") and Cabot Microelectronics Corporation, a corporation organized and existing under the laws of the State of Delaware and having its corporate offices at 870 N. Commons Drive, Aurora 60504 (hereinafter, "CMC").


WHEREAS, CABOT is the owner, both at common law and through registrations and applications for registration therefor, of certain trademarks, service marks, trade names and associated goodwill (hereinafter, the "LICENSED TRADEMARK(s)"), as set forth on Schedule A attached hereto, and is engaged in the business of manufacturing, distributing and selling worldwide certain products including, but not limited to, the representative list of products also set forth on Schedule A (hereinafter "CABOT PRODUCT(s)").


WHEREAS, as a result of a mutually agreed to separation, CMC is the successor in interest to CABOT's worldwide microelectronics materials and polishing consumables business and is engaged in manufacturing, distributing and selling throughout the world certain related products ("CMC PRODUCT(s)"), as also set forth on Schedule A attached hereto.


WHEREAS, CMC desires to use and continue to use the LICENSED TRADEMARK(s) on or in connection with the CMC PRODUCT(s) and Cabot is willing to grant to CMC the right to use the LICENSED TRADEMARK(s) on or in connection with the CMC PRODUCT(s), such use subject to the terms and conditions of this Agreement.


NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties, intending to be legally bound, hereto agree as follows:


ARTICLE 1 - GRANT OF LICENSE


1.1 CABOT hereby grants to CMC, and CMC hereby accepts, a non-exclusive, worldwide, royalty-free license to use the LICENSED TRADEMARK(s) solely on or in connection with the manufacture, use, sale, offer for sale, distribution or other disposition of the CMC PRODUCT(s), subject to the limitations set forth in this Agreement.


1.2 The grant of license in Section 1.1 above includes the right by CMC to grant sublicenses within the scope of such license to CMC's wholly-owned subsidiaries, but only for so long as each remains a wholly-owned subsidiary.


Trademark License Agreement - Page 1 of 10 2 1.3 The license granted herein includes the right to use the designation "CABOT" as a trade name, individually or in combination with other terms, subject to all the provisions hereof relating to the LICENSED TRADEMARK(s).


1.4 Except as provided in this Article, all licenses granted herein shall be nontransferable and nonassignable without the prior written consent of CABOT.


ARTICLE 2 - OWNERSHIP AND USE OF THE LICENSED TRADEMARKS


2.1 CMC acknowledges that CABOT owns the LICENSED TRADEMARK(s) and all rights therein and that nothing in this Agreement shall give CMC any right, title or interest in or to the LICENSED TRADEMARK(s). CMC further acknowledges and agrees that all use of the LICENSED TRADEMARK(s) by CMC shall inure to the benefit of CABOT.


2.2 CMC agrees that it will do nothing inconsistent with CABOT's ownership of the LICENSED TRADEMARK(s) and shall not claim adversely to CABOT, or assist any third party in attempting to claim adversely to CABOT, with regards to such ownership. CMC agrees that it will not challenge the title of CABOT to the LICENSED TRADEMARK(s), oppose any registration thereof, or challenge the validity of this Agreement or the licenses granted herein. Furthermore, CMC will not register, nor attempt to register, any trade name or trademark which, in whole or in part, incorporates or is confusingly similar to the LICENSED TRADEMARK(s).


2.3 Notwithstanding the license granted herein, CMC agrees not to use, display or adopt any style, design, color, font, form or logo similar to any past or then present style, design, color, form or logo of CABOT including, but not limited to, the styles illustrated on Schedule B.


2.4 Without the prior written approval of CABOT, CMC is not authorized to use the LICENSED TRADEMARK(s) in connection with any business activity unrelated to the CMC's microelectronics materials and polishing consumables business, as defined by the CMC PRODUCT(s).


2.5 Notwithstanding the license granted herein and any of the provisions hereof, no rights nor licenses are granted to CMC with respect to any other trademark, service mark, and/or trade name not listed on Schedule A hereto.


2.6 CMC agrees to assist CABOT in recording this Agreement with appropriate government authorities where such recording is required by law or regulation or where such recording is permitted or desired by CABOT.


2.7 All costs associated with recording this Agreement, the license granted herein and registering, maintaining, or renewing LICENSED TRADEMARK(S) exclusively used by CMC shall be borne by CMC. All costs associated with registering, maintaining or renewing any LICENSED TRADEMARK(S) also used by CABOT shall be borne by CABOT.


Trademark License Agreement - Page 2 of 10 3
ARTICLE 3 - QUALITY PROVISIONS


3.1 CMC agrees that the nature and quality of all CMC PRODUCT(s) sampled, sold, or otherwise disposed of and covered by the LICENSED TRADEMARK(s) shall conform to the standards set by and under the control of CABOT (hereinafter, "QUALITY STANDARD"). Such QUALITY STANDARD shall be reasonable, shall be no greater than the quality standards imposed by CMC's customers, and shall be at least equal in quality to the CMC PRODUCT(s) sold by CMC prior to the separation.


3.2 CMC shall, upon CABOT's reasonable request, supply samples of CMC PRODUCT(s) to CABOT. It shall not be necessary for CABOT to provide constant supervision of CMC's manufacture of the CMC PRODUCT(s). Alternatively, CABOT may request CMC to assure that the CMC PRODUCT(s) conform to the QUALITY STANDARD and, to this end, shall permit reasonable inspection during business hours by an authorized representative of CABOT of CMC's facilities to inspect the CMC's operations, methods of manufacture, materials used, storage and packing areas, and the like, associated with the manufacture of the CMC PRODUCT(s). Any inspections conducted by CABOT to ensure that the QUALITY STANDARD provided herein shall be at the expense of CABOT.


3.3 CMC shall deliver to CABOT, upon CABOT's request and without charge to CABOT, representative samples of labels, containers, advertisements, catalogs, letterhead, and the like, containing the LICENSED TRADEMARK(s) to enable CABOT to ensure that the LICENSED TRADEMARKS(s) are properly used.


3.4 CMC shall comply with all applicable laws and regulations, obtain all appropriate governmental or regulatory approvals pertaining to the sale, distribution and/or advertising of the CMC PRODUCT(s) and covered by the LICENSED TRADEMARK(s).


3.5 Any CMC PRODUCT(s) intended to be marketed under the LICENSED TRADEMARK(s) which fails to attain the QUALITY STANDARD shall, at the expense of CMC, be withdrawn from production and corrected or properly destroyed.


3.6 CABOT reserves the right to impose on CMC, as necessary, other specifications or requirements not provided for under this Article to maintain control over the CMC PRODUCT(s) to ensure the requisite QUALITY STANDARD.


ARTICLE 4 - DURATION OF LICENSE AND TERMINATION


4.1 This Agreement and the license granted herein shall be effective as of the effective date of this Agreement, and shall remain in effect until terminated in accordance with this Article 4.


Trademark License Agreement - Page 3 of 10 4 4.2 Should CMC ever discontinue the use of any LICENSED TRADEMARK(s) with the intent not to resume such use, CMC shall promptly notify CABOT of such action. As to any LICENSED TRADEMARK(s) with respect to which use is or has been discontinued without the intent to ...