C011TIGATION PROTECTIVE
OKI)
AGREEMENT
MIS A is made the da-, of Dacd-Jb6@1980
BETYEEN BRITISH AMERICAN TOBACCO COMPANY LIMITED, whose
registered office is situated St Westminster
House,' 7 Millbank, London - VI I England
(hereinafter called "BAT")
of the one part
AN D IMASCO LIMITED on behalf of itself and its
subsidiary companies whose office is situated
4 at 4 Westmount Square, Montreal, Quebec.
H3C 3L4
(hereinafter called "I mas co")
of the second part---
k
WHEREAS:
f
A. BAT has for many years maintained a research and development
centre in England 'which conducts Tesearch and development work
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.
Cii) Central Group Research (as defined below) which is"
carried out for the mutual benefit of Participants (as de
below) including Inasco.
B. The projects programmes, research areas and related costs to
be included in Central Group Research from time to time are
discussed,formulated and determined annually by BAT Imasco
and the other Participants.
k. It has been agireed that Imasco and other Participants sh a I I
contribute towards the costs of Central Group Research and
shall. receive from BAT all information resulting from such
research..
Alow IT IS HEREBY AGREED as follows:
(a) "Central.Group Research" means.the central -research
and development work carried out by BAT for the Mutual
benefit of Imasco and other participants in the foliowirg
areas:
M,: Biological Research and Information
(ii) Product Research
(iii) Smoker Research
(iv) Process and Engineering Research
M New Smoking-.Materia.1 Research.
(b) "Participant" means any company engaged in th:
manufacture and marketing of tobacco products in which
BAT-or BAT Industries Ldmittd owns directly or indirectly
at le2St 30i of the voting stocks and being a co--mary to
w
hich BAT provides or has agreed to provide information
ertaining. to Central Group Research.
620856974

TED V'MMINOTA TOI[tACCO'@LITTG@AITON--PROTECTIVE--MIER
(B&W B
2
.2. With effect from January Ist, 1980, Imasco shall pay towards
the cost of Central Crdup 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
Group Research as X ;Jet turnover (as Mined below
-calculated by BAT of all Participants (including'
Imasco)
provided that in respect-of any current year up to and
including the year ended December 31, 1981, Imascols payment
shall not exceed 0.211 of its net turnover.
turnover" means net-
For the purpose of this calculation "net
turnover after duty and excise taxes arising from the
Aanufacture and 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
<I during that Participant's financial year ending du-ring the
current year.
3. Imas'co shall pay its share of cos'ts 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 current yea
41
4. (1) BAT shall- promptly provide Imasco with info=ation
resulting-from Central Group Research.
(2) Imas co shall 'have royalty-free use in Canada of all.
developments resulting from Central Croup Research.
(3) BAT grants right of access by Imasco scientific researd
personnel to i-ts research laboratories for purposes of
bbserving'progress, elaboration of research finding and
scientific consultation.
5. For the avoidance of doubt both parties hereby agree that
BAT shall have full -worldwide proprietary -rights to all
products information and developments resulting from Central
Group Research including in the right to patent and
-license such products information and developments provided
z that BAT shall not license any third party to use any such
products information, or'developments in Canada without
Imascol s prior urriTten consent which consent shall not. be
unreasonably withheld.
6. Nothing contained in this Agreement shall preclude I=P-Sco fri
conducting its oun research at its own expense and from have:
full worldwide proprietary rights to all developments
resulting from such research.
7. This Agreement may be terminated by either party giving twe 1,
months written notice of termination to the other paTty such
notice to expirt:'on December 51 of any year.
Any pri agreement for the sharing of costs of Central
Group Research is hereby automatically cancelled.
9,.' For the avoidance of doubt it is hereby confirmed that this
Agreement -does not in any way apply to any independent
ect which Imasco or any other person
separate research proj
firm or company may commission from BAT.'
10. This Agreement shall be 6verned by and construed in
accordance with tht Ltws of England.
r
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'ORWITROTMED 13y'NINNESOTA TOMCeoitMV,
AVIV
A
3 -
AS WITNESS the hands of the duly authorized representative
first above vritten.
of the parties hereto the day and year
Al
WITNESS SIGNED BY
for and on behalf of
BTitish-American Tobacco
Company Limited
WITNESS SI D BY
t4 CO/f
L
for and on bJ@9-f of
Imasco Limited
-620856976