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Exhibit 10.14


INTELLECTUAL PROPERTY TRANSFER AND


LICENSE AGREEMENT


CONTRIBUTION AGREEMENT BETWEEN


(1) SHELL INTERNATIONALE RESEARCH MAATSCHAPPIJ B.V.


and


(2) SHELL EPOXY RESINS RESEARCH B.V.


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INTELLECTUAL PROPERTY TRANSFER AND LICENCE AGREEMENT


------------------------------------------------------------------


CONTENTS PAGE - -------- ----


1. Definitions and Interpretation................................. 2


2. Patent Rights.................................................. 10


3. Invention Disclosures.......................................... 14


4. Technical Information.......................................... 16


5. Intellectual Property Agreements............................... 18


6. Technical Copyrights........................................... 19


7. Confidentiality................................................ 19


8. Indemnities; Liabilities....................................... 22


9. Export Control................................................. 23


10. Miscellaneous.................................................. 23


INDEX OF APPENDICES - -------------------


1. Intellectual Property Agreements


2. Patent Rights, Parts I-IV


3. Invention Disclosures, Parts I-III


4. Resins/Derivatives Technical Information


5. Excluded Technical Information


6. Shell Technical Information


AN AGREEMENT made between


(1) SHELL INTERNATIONALE RESEARCH MAATSCHAPPIJ B.V.


a company incorporated under the laws of the Netherlands and having its
registered office at 30 Carel van Bylandtlaan, The Hague, the Netherlands
(hereinafter referred to as "SIRM")


and


(2) SHELL EPOXY RESINS RESEARCH B.V.


a company incorporated under the laws of the Netherlands and having an office at 30 Carel van Bylandtlaaan, The Hague, the Netherlands (hereinafter referred to as "SERR")


RECITALS - --------


1. SERR has been created to perform research, and certain Associates of SIRM
have contributed to Associates of SERR certain manufacturing and marketing
assets relating to the Resins/Derivatives Business (as defined in Clause
1.1).


2. SIRM now desires to contribute to SERR, by assignment or licence and
subject to Third Party rights, certain patents, technology and associated
agreements, which are owned or under the control of SIRM and which are
related to the Resins/Derivatives Business, and SERR desires to receive a
conveyance of the same from SIRM.


3. SIRM and SERR now wish to set out in detail the manner in which such
patents, technology and agreements will be licensed or assigned.


NOW THEREFORE IT IS AGREED AS FOLLOWS:


CLAUSE 1 - DEFINITIONS AND INTERPRETATION
-----------------------------------------


1.1 In this Agreement:


"Associate" in relation to SERR means, through the Effective Date, Shell
---------
Epoxy Resins, Inc. and Shell Epoxy Resins LLC, companies incorporated
under the laws of Delaware, and, after the Effective Date, any company
controlling, controlled by or under common control with SERR, provided,
however, Associates in relation to SERR shall not include at any time SIRM
or any of its Associates or SOC or any of its Associates or any portfolio
companies of Apollo Management IV, L.P. and its affiliates other than
Shell Epoxy Resins Inc. and subsidiaries of Shell Epoxy Resins Inc.


"Associate" in relation to SIRM means N.V. Koninklijke Nederlandsche
---------
Petroleum Maatschappij, a Netherlands company, The "Shell" Transport and
Trading Company p.l.c., an English company and any company other than SIRM
or SOC or an Associate of SOC or SERR or an Associate of SERR or SER or an
Associate of SER, which is at the time in question directly or indirectly
associated with these two companies or either of them.


"Associate" in relation to SOC means any company which is at the time in
---------
question directly or indirectly associated with SOC, provided that
Associate shall not mean SERR or an Associate of SERR or SER or an
Associate of SER.


2


"Associate" in respect of SER means, through the Effective Date, Shell
---------
Epoxy Resins, Inc. and Shell Epoxy Resins Research B.V., a company
incorporated under the laws of the Netherlands, and, after the Effective
Date, any company controlling, controlled by or under common control with
SER, provided, however, Associates in relation to SER shall not include at
any time SOC or any of its Associates or SIRM or any of its Associates or
any portfolio companies of Apollo Management IV, L.P. and its affiliates
other than Shell Epoxy Resins Inc. and subsidiaries of Shell Epoxy Resins
Inc.


For the purposes of the above definitions, a particular company is:


(i) directly associated with a company or companies if the latter
holds/hold shares carrying more than fifty per cent (50%) of
the votes exercisable at a general meeting (or its equivalent)
of the particular company; and


(ii) indirectly associated with a company or companies (hereinafter
called "the Parent Company or Companies") if a series of
companies can be specified, beginning with the Parent Company
or Companies and ending with the particular company, so related
that each company of the series, except the Parent Company or
Companies, is directly associated with one or more companies
earlier in the series.


"Agreement" means this agreement, together with all appendices thereto.
---------


"Conventional Resins Applications" means coatings and adhesives, provided,
--------------------------------
however, that this term shall not mean wood glue applications.


"Effective Date" means November 1, 2000.
--------------


"Excluded Technical Information" means
------------------------------


(a) technical information of the types described in Appendix 5, without
regard to its source or any prior usage by the Resins/Derivatives
Business; and


(b) that technical information to which the Resins/Derivatives Business
may have had access but which has not been used (whether for
research, development or commercial purposes) by or in the
Resins/Derivatives Business.


"Intellectual Property Agreements" means the agreements listed in Appendix
--------------------------------
1 hereof and any other agreements existing on the Effective Date to which
SIRM or an Associate of SIRM is a party and the exclusive purpose of which
is either (a) the disclosure or receipt of confidential information
exclusively for the purposes of the Resins/Derivatives Business, (b) the
grant of material rights in respect of patents and/or technical
information relating exclusively to the


3


manufacture or sale of Products in the Resins/Derivatives Field, or (c)
the grant of material rights in respect of patents and technical
information which rights were acquired by SIRM exclusively for the
purposes of the Resins/Derivatives Business.


"Invention Disclosures" means those written disclosures, listed in
---------------------
Appendix 3, which have been received prior to the Effective Date by the
Intellectual Property Services organisations of SOC, Shell International
Limited or Shell International B.V., of inventions for which no patent
application has been filed prior to the Effective Date.


"Invention Disclosure Rights" means the right to file patent applications
---------------------------
outside the U.S. in respect of the Invention Disclosures disclosing
inventions for which SIRM has a right to file patent applications as of
the Effective Date, and all patent applications based thereon which may be
subsequently filed in any country, and any and all patents, issuing in any
country from such patent applications and any and all re-examinations,
reissues and extensions of all such patents, in each case to the extent
any of the claims thereof are directed to inventions which SIRM or its
Associates has the right to license as of the Effective Date and which
have been used in or which were developed or acquired for purposes of the
Resins/Derivatives Business. For all purposes of this Agreement, a patent
application is referred to as based on another patent application or a
patent if the patent application in question claims priority from such
other patent application or such patent.


"Part I Patent Rights" means the Patent Rights listed in, or based on or
--------------------
issuing from those Patent Rights listed in, Part I of Appendix 2.


"Part II Patent Rights" means the Patent Rights listed in, or based on or
---------------------
issuing from those Patent Rights listed in, Part II of Appendix 2.


"Part III Patent Rights" means the Patent Rights listed in, or based on or
----------------------
issuing from those Patent Rights listed in, Part III of Appendix 2.


"Part IV Patent Rights" means the Patent Rights listed in, or based on or
---------------------
issuing from those Patent Rights listed in, Part IV of Appendix 2.


"Part I Invention Disclosures" means the Invention Disclosures listed in
----------------------------
Part I of Appendix 3.


"Part II Invention Disclosures" means the Invention Disclosures listed in
-----------------------------
Part II of Appendix 3.


"Part III Invention Disclosures" means the Invention Disclosures listed in
------------------------------
Part III of Appendix 3.


"Parties or Party" means as the context requires, both or each of SERR and
----------------
SIRM.


4


"Patent Rights" means:
-------------


(a) the patents and patent applications listed in Appendix 2 hereof;


(b) any other patent applications which may later be filed based on (a)
above in any country to the extent any of the claims thereof cover
inventions which SIRM or an Associate of SIRM has a right to license
as of the Effective Date and which have been used in the
Resins/Derivatives Field or which were developed or acquired for
purposes of the Resins/Derivatives Business;


(c) any patents issuing in any country from patent applications of (a)
or (b) above; and


(d) any re-examinations, reissues and extensions of patents of (a) or
(c) above.


"Products" means:
--------


(a) mono- or polyglycidyl ethers or esters having an epoxide content
from 10 to 9000 mmol/kg and prepared from compounds bearing one or
more optionally substituted or hydrogenated phenolic hydroxyl groups
or aliphatic or cycloaliphatic mono- or polyalcohol or mono-or
polycarboxylic acid, and epihalohydrin in the presence of an acid or
a base catalyst, or from (bis)carbonate ester precursors or di-alpha
glycol compound precursors; adducts and derivatives of such
polyglycidyl ethers or esters; epoxidized vegetable oils prepared by
peracid epoxidation; naturally occurring epoxidized oils; and
epoxidized bis allylether of bisphenol acetone prepared by
epoxidation via either peracid epoxidation or reaction with hydrogen
peroxide.


(b) aqueous stabilized dispersions of any of mono- or polyglycidyl
ethers and esters, adducts and derivatives thereof, liquid or
semi-solid polyester oligomer, acrylics, polyurethanes, glycidated
polyols and halogenated polyol adducts;


(c) epihalohydrin; allylhalide; inorganic byproducts of the reaction of
propene and halogens, including halogenated mineral acids and
calcium halides; and the direct organic byproducts of the reaction
of propene and halogens;


(d) polyphenolic compounds, halogenated or hydrogenated derivatives
thereof and alkyl-substituted polyphenolic compounds, derived from
mono- and polynucleic phenols (or mono- or polynucleic
alkyl-substituted phenols) and/or ketones, aldehydes, dicarbonyls or
compounds containing two or more double or triple bonds;


5


(e) alpha-, alpha-branched tertiary mono- and poly-carboxylic acids
having from 5 to 19 carbon atoms, prepared from CO, water and
alkene, or CO and an alkanol; the glycidyl ester and vinyl ester
derivatives respectively of said alpha-, alpha-branched tertiary
mono- and poly-carboxylic acids, prepared from said acids with
epihalohydrin in the presence of a base catalyst, or from said acids
and acetylene in the presence of a catalyst; and the derivatives of
said alpha-, alpha-branched tertiary mono- and poly-carboxylic acids
prepared via modification of their acid function;


(f) polyesters prepared from a mono-, a di- and/or a tri-functional
aliphatic, ethylenically unsaturated or cycloaliphatic carboxylic
acid or anhydrides thereof, optionally mixed with a mono-, di-
and/or tri-functional aromatic carboxylic acid or anhydrides
thereof, and mono-, di-, tri- and/or tetra functional alcohol, and
optionally a hydroxy-acid and/or a dihydroxy-acid, said polyester
containing as functional groups mainly secondary and/or tertiary
carboxylic groups or primary and/or secondary alcohols in pendant
and/or terminal position, and the corresponding polyglycidyl esters
or epoxidized esters thereof, and having a number average molecular
weight of up to 10,000 g/mol;


(g) amine, acid (including acid anhydride) and/or phenol based curing
agents for epoxy resins, which are compounds having two or more
amine, acid and/or phenolic functionalities per molecule and which
may be optionally end-capped or adducted or blended with acids,
substituted phenols, epoxies, aldehydes, tertiary amines and/or
phenols, and imidizoles, and aqueous stabilized dispersions of such
amine, acid and/or imidazoles; excluding (i) any compounds derived
from optionally hydrogenated polymers of one or more of isoprene,
butadiene and styrene, having a total (or, in the case of radial or
star polymers, arm) number average molecular weight between 1000 and
35,000, as determined by gel permeation chromatography using
polystyrene calibration standards, and (ii) alternating polymers of
CO and olefinic monomers;


(h) polyamides having two or more amine groups produced by condensation
of one or more mono- and/or polyfunctional acids or anhydrides
thereof with a polyamine, which polyamides have a number average
molecular weight of up to 10,000 g/mol;


(i) mono- or polyfunctional amines containing glycidyl groups
substituted on nitrogen;


(j) blends of the polyglycidyl ether products of part (a) of this
definition of Products or the polyamide products of part (g) with
acrylates, methacrylates, polyacrylates and/or styrene;


(k) organic compounds containing two or more cyanate (-O-C=N) groups
-
within each molecule, linked to an aliphatic or aromatic structure
containing more than 2 but not more than 200 carbon atoms, derived
from polyphenolic compounds and cyanogen halides;


6


(l) compounds containing at least two acetylenic (-C=C-)groups per
-
molecule and containing at least 10 but not more than 200 carbon
atoms per molecule, derived from polyphenolic compounds and
propargyl halides;


(m) dimers of an optionally halogenated cyclobutene compound having up
to thirty (30) carbon atoms, in which the cyclobutene compound is
fused with an aromatic or cycloaliphatic ring, which dimers are
linked through at least one divalent linking group; esters or ethers
of the reaction products of such an optionally halogenated
cyclobutene compound with a product as described in parts (a) or (d)
of this Products definition; and copolymer of one or more of such
optionally halogenated cyclobutene compounds and one or more aryl
compounds;


(n) [Intentionally left blank.]


(o) at least partly furanised linear CO/olefin polymer, as such or in
combination with a maleimide crosslinking agent, in which furanised
CO/olefin polymer monomer units originating from CO alternate with
olefinic monomer units, for making or for use as a cross-linked
resin which is thermo-reversible at a temperature above 50C,
manufactured by furanising a low molecular weight polyketone, as
described in part (p) below; and


(p) low molecular weight polyketone, which is a linear CO/olefin polymer
in which monomer units originating from CO alternate with olefinic
monomer units, said polymer being amorphous, having a crystalline
melting point of less than 150C, and having a limiting viscosity
number of less than 0.6 dl/g, measured in m-cresol at 60C.


"Resins/Derivatives Business" means for purposes of this Intellectual
---------------------------
Property Transfer and Licence Agreement that business carried out in the
Resins/Derivatives Field by or for Shell Nederland Chemie B.V., Shell
Chemicals U.K. Limited, Shell Epoxy Resins N.L., Shell Epoxy Resins GmbH
and Shell Epoxy Resins UK Limited for the manufacture of Products and for
the marketing and sale of Products so manufactured, together with research
and development activities in the Resins/Derivatives Field in support
thereof, in each case within two (2) years prior to the Effective Date.


"Resins/Derivatives Field" means the manufacture, use or sale of Products,
------------------------
including research and development in support thereof, provided, however,
in respect of any and all Products, Resins/Derivatives Field excludes:


(a) use and/or sale of the Products of part (g) of the Products
definition for any purpose other than as curing agents;


(b) use and/or sale of Products of part (p) of the Products definition
for any purpose other than Conventional Resins Applications;


7


(c) manufacture of Products of part (p) of the Products definition for all
purposes other than as an intermediates in the preparation of Products of
part (o) of that definition; and


(d) combining any of the vinyl esters of part (e) of the definition of Products
with a silicate in a composition intended for use as binder for polymer
particles containing at least ninety percent (90%) by weight, based on
weight of the particles, of a polymer containing at least 90% by weight of
polymerised styrene, and to sell and use such combinations (and to conduct
research and development in support thereof); and


(e) manufacture, use and/or sale of (and research and development in support
thereof for) any of the following:


(i) additive components alone or in combination ("Additives") intended for
use in any one or more of the following applications:


(A) formulating finished lubricants or lubricant additive
packages of any kind;


(B) formulating finished fuels or fuel additive packages of any
kind;


(C) formulating hydraulic fluids;


(D) formulating power transmission fluids;


(E) dewaxing lube oil;


(F) transporting crude oil; and


(ii) intermediates ultimately intended for use in manufacturing Additives
for use in any one or more of the applications specified in part
(e)(i) above.


This Resins/Derivatives Field further encompasses using Resins/Derivatives Technical Information and Shell Technical Information for purposes of :


(I) upgrading the organic byproducts in part (c) of the Products
definition, and


8


(II) selling products resulting from (I) above other than as Additives or
as intermediates ultimately intended for use in manufacturing
Additives.


"Resins/Derivatives Technical Information" means: i) information of
----------------------------------------
the types described in Appendix 4, and ii) other technical know-how,
data and information (including, without limitation, trade secrets) in
which, in each case, SIRM or an Associate of SIRM has assignable
rights in the Resins/Derivatives Field and which has been exclusively
used (whether for research, development or commercial purposes) in the
Resins/Derivatives Business; provided, however, that
Resins/Derivatives Technical Information shall not include Excluded
Technical Information or Shell Technical Information. For the
avoidance of doubt, Resins/Derivatives Technical Information shall not
include any technical know-how, data or information which has, in
respect of either (i) or (ii), been received by or on behalf of SIRM
or any of its Associates from a Third Party subject to obligations
which prohibit its disclosure to SERR, unless and until such
obligations terminate or disclosure to SERR is authorized pursuant to
efforts under Clause 5.2 or otherwise.


"Shell Technical Information" means all technical know-how, data and
---------------------------
information (including without limitation, trade secrets) which has
been used (whether for research, development or commercial purposes)
by or in the Resins/Derivatives Business but which has not been
exclusively used in the Resins/Derivatives Business. For all purposes
of this Agreement, technical information acquired or developed for
purposes of the Resins/Derivatives Business shall be considered to
have been used in the Resins/Derivatives Business. Shell Technical
Information includes but is not limited to information of the types
described in Appendix 6. Shell Technical Information shall not include
any Resins/Derivatives Technical Information or Excluded Technical
Information. For the avoidance of doubt, Shell Technical Information
shall not include any technical know-how, data or information which
has been received by or on behalf of SIRM or any of its Associates
from a Third Party subject to obligations which prohibit its
disclosure to SERR, unless and until such obligations terminate or
disclosure to SERR is authorized pursuant to efforts under Clause 5.2
or otherwise.


"SER" means Shell Epoxy Resins LLC, a company incorporated under the
---
laws of Delaware and having an office at One Shell Plaza, 910
Louisiana Street, Houston, Texas.


"SOC" means Shell Oil Company, a company incorporated under the laws
---
of Delaware and having an office at One Shell Plaza, 910 Louisiana
Street, Houston, Texas.


"Technical Copyrights" means all rights world-wide of copyright to the
--------------------
extent such rights are owned or controlled by SIRM in all documents,
drawings, plans and other works (other than software) to the extent
they recite, depict or describe Shell Technical Information.


"Third Party" means any person other than SIRM or its Associates or
-----------
SERR.or its Associates. For avoidance of doubt, SOC and its Associates
and SER and its Associates are Third Parties for purposes of this
Agreement.


9


"United States" or "U.S." means the United States of America and the
------------- ----
states, commonwealths, territories and possessions thereof.


1.2 The headings contained in this Agreement are for convenience of reference
only and shall not constitute a part of this Agreement for any other
purpose.


1.3 Except where and to the extent that a contrary intention otherwise
appears, words importing the singular number include the plural number and
vice-versa and words importing any gender include all other genders.


1.4 References to Clauses and Appendices are references to Clauses and
appendices of this Agreement, unless otherwise indicated.


CLAUSE 2 - PATENT RIGHTS
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