(B&W) PROOTE CT-E" X MINNESOU-MIMC10 tITIGATTON- PROT
ACREEMENT
GREEMENT is made 1. 4cd-J@l 9 8 0
MIS A the day C, f
BETVEEN BRITISH AMERICAN TOBACCO COMPANY L111ITED, whose
registered office is situated at Westminster
House,' 7 Millbank, London S'11, England
(hereinafter called "BAT")
of the one part
AN D I@!ASCO LIMITED on behalf of itself and its
subsidiary companies whose office is situated
at 4 Westmount Square, Montreal, Quebec,
H3C 3L4
(hereinafter called "Imasco")
of the second part
ITHEREAS:
A.' BAT has for many years maintained a research and development
centre in England-which conducts research and development wor.1,-
for BAT and its affiliates as follows:-
(i) projects which are specifically and separately
commissioned by affiliates of BAT or by BAT. itself -and which
are paid for by the-commissioning company.
(ii) Central Group Research (as defined below) which'is'
carried out for the mutual benefit of Participants (as defiled
below) including Imasco.
B. The Drojects-progriammes, research areas and related costs to
be included in Central Group Research from time to time are
discussed formulated and determine annually by BAT Imas.co
and the olther Participants.
V
iC. It has been agr'eed that Imasco and other Participants shall
contribute towards- the costs of Central Group Research and
4__ shall. -receive from BAT all Anformation resulting :Eroz such
research..
NOW IT IS IM-REBY AGREED as follows:
11. (a) "Central'.Group Research" means.the central research
-and development work carried out by BAT for the mutual
bene-fit oi Imasco and other participants in the foliowin-a
areas:
(i) -Biological- Research and Informatioir-
(ii) P-roduct'Research-
(iii) Smoker Research
(iv) Process and Engineering Research
(v) New Smoking-Material Research.
(b) "Participant" means any company engaged in the
manufacture and marketing of tobacco products in -.4-hich
BAT-or BAT Industries Limited'owns directly or indirectly
at least 30i o ' e voting stocks and being a co=Danv to
fffes or has greed to provide info-.wiazlon
whi6h BA_-,p=ff-v=i a
pertaining to Central Group Research.



(B&W)PROIEFTEDBYPN@IE$OTA:TORACCO'tntI JONPROTECTIVEORDEIt""'-1.
2
.2. With effect from January fst, 1980, Imasco shall pay towards
the cost of Central Group Research for each year ending
December 31 ("the current year") a sum calculated in
accordance with the following formula:
Net-turnover (as defined below'
Cost of Central' of Imasco
i. Group Research as X net turnover (as deiined Below
ing .-
-calculated by BAT of all Participants (includi
I mas co)
provided that in resp ect - of any current year up to and
including the year ended December 31, 1981, Imascols payment
shall not exceed 0.21% of its net turnover.
For the purpose of this calculation. "ner turnover" means net.
turnover after duty and excise taxes arising from the
r- an sale of tobacco.products (finished goods)
during the current year or in the case of a Participant's
financial year ending on a date other than 31st December
during that Participant's financial year ending du-ring the
current year.
3. I mas cc) shall pay its share of costs to BAT at such, intervals
as-may be -agreed between the parties hereto but in any event
within 90 days of ihe 'ending of each currcrLt year.
-with information
4. (1) BAT shall promptly provide Imasco
resulting from Central Group Research.
12) Imas co shall have royalty-free use in Canada. of all-
developments resulting from Central Group Research.
(3) BAT grants right of access by Imasco scientific re
-personnel to its' -research laboratories for purposes of
ODserving progress, elaboration oXF research finding and,
scientific consultation.
S. For the avoidance of doubt both parties hereby agree -that
BAT SNA1 I have full worldwide proprietary rights to all
products information and developments resulting from Central-
E, Group-Research including inter-; lia the right to patent and
-License such products information and developments provided
that MAT shall not license any third party to use any such
I products information or'developments in Canada without
Imascols prior -written consent -which consent shall -not. be
Unreasonably withheld.
6. Nothing contained in this Agreement shall preclude Imas co fri
conducting -i-ts WWII -research- at -its own-. expense and from - h avi,
full worldwide proprietary rights to all developments
resulting from such research.
7. This Agreement may b terminated by either party giving twel-
e
months written notice of te=ination to the other party Such
to expirC'on December 31 of any year.
notice
Any- prior agreement for the sharing of costs of Central
Group Research is hereby.automatically cancelled.
9. For the avoidance of doubt it is hereby confirned that this
Agreement -does not in any way apply to any independent
separate research project which Imasco or any other person
firm or company may commission from BAT.'
10. This Agreement shall be- 'verned by and construed in
-of England.
accordance with the -awi
.62083G972
Z

"(B& W) PROTIFUED BY SOTA TOBACCO LITI ATFOI@-pR6TEC
G
AS 11MESS the hands-of the duly authorized representative
of the parties hereto the day and ycar. first -above written.
WITNESS SIGNED BY
fo.r and on behalf of
British American Tobacco
Company Limited
WITNESS SI D BY
for and on bA@_f of
Imasco Limited
2
'20856973
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