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AGREEMENT
THIS AGREEMENT is made the @@1114 dav of Dwd'%@1980
BETWEEN BRITISH AMERICAN TOBACCO COMPANY LIMITED, whose
registered office is situated at Westminster
House' 7 millbank, London S11, England
(hereinafter called "BAT")
of the one part
A10 IMASCO LIMITED on behalf of itself and its
subsidiary companies whose office is situated
at 4 Westmount Square, Montreal, Quebec,
H3C 31.4
(hereinafter called "Imasco")
of the -second part
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WHEREAS:
A.' BAT has for many years maintained a research and development
centre in En la 'which conducts research 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
id for by the-commissioning company.
are pa
Cii) Central Group Research (as defined below) which is
carried out for the mutual benefit of Participants (as de
below) including Imasco.
B. The projects programmes, research areas and related costs to
be included in Central Group Research from time to time are
discussed,formulated -in determined annually by BAT Imasco
and the other Participants.
Par'
C. It has been agreed that Imasco and other ticipants shall
contribute towards the costs of Central Group Research and
shall-receive from BAT all information resulting from such
reseaTch-
!NOW IT IS HEREBY AGREED as follows:
Al"
1. (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 following
areas:
Z
(i),.' Biological Research and Information
(ii) Product Research
(iii) Smoker Research
Process and Engineering Research
U V)
(v) New Smoking, Materia.1 Research.
(b) "Participant" means any company engaged in the
manufacture and marketing of tobacco products in which
BAT-or BAT Industries Limited owns directly or indirectly
at least 301 of the voting stocks and being a -pany to
which BAT provides or has agreed to provide information
pertaining to Central Group Research.
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.2. With effect from January I'st, 1980, Imasco shall pay towards
t of Central Group Research for each year ending
the cos
December 31 ("the current year") a sum calculated in
accordance with the following formula:
-turnover (as defined below'.
Net
Cost of Central of Imasco
Group Research as X net turnover (as delined below
-calculated by BAT of all Participants (including'
I Tnas co)
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.
For the purpose of this calculation "net-turnover" means net-
turnover after duty and excise taxes arising from the
manufacture 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
during that Participant's financial year ending during the
current year.
3. Imasco sha 11 pay its share of co@ts to BAT at such intervaas
as may be agreed between the parties hereto but in any event
within 90 days of ihe ending of each current year.
4. (1) BAT shall promptly provide Imasco with in
resulting from Central Group Research.
(2) rmasco shall have royalty-free use in Canada of all.
developments resulting from Central Group Research.
(3) BAT grants right of access by Imasco scientific researcl
personnel to its research laboratories for purposes of
ibserving progress, elaboration of research finding and
scientific consultation.
S. For the avoidance of doubt both par-ties hereby agree that
BAT shall have full worldwide proprietary rights to all
products information and developments resulting from Central
Group Research including inter-i lia the right to patent and
-license such products information and developments provided
that BAT shall not license any third party to use any such
products information,or'developments in Canada without
-mascots prior written consent which consent shall not-be
unreasonably withheld.
6. Nothing contained in this Agreement shall preclude Imasco fro
conducting its ourn research at its own expense and from havi..
full worldwide proprietary rights to all developments
resulting from such research.
7. This Agreement may be termin ated by either party giving twel,
months written notice of termination to the other party such
notice to expiTC'on December 51 of any year.
a
R. 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 confirmed 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-governed by and construed in
-Laws of England.
accordance with the
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3
A
AS WIT-NESS the hands of the duly authorized representative
mitten.
of the parties hereto the day and year first above
WITNESS SIGNED BY
total DMECTOR
for and on behalf of
British-.American Tobacco
Company Limited
WITNESS SI D BY
L
for and on bdOf of
i
Imasco L mited
Z
62085700-0