4
4,
AUhhMENT
THIS ~IGREVE ')Wd-.xbL) 19 8 0
ay of L
XT is made the d
mITED, whose
MERICAN TOBACCO COMPAINY LL
BETWEEN BRITISH A,
registered office is situated at Westminster
House, 7 Millbank, London SWI, England
(hereinafter called "BAT")
of the one part
AN DUSCO LIMITED on behalf of itself and its
subsidiary companies whose office is situated
it 4 Westmount Square, Montreal, Quebec,
HSC SL4
(hereinafter called "Imascoll)
of the second part
WHEREAS
A. BAT has !or many years maintained a research
and development
centre in England which conducts research and
developme:lt work
for BAT and its affiliates as follows:-
(i) projects whichiaT:tspecifically and separately
commissioned by aff li es of BAT or by BAT itself
and which
ire paid for by the-commissioning company.
Cii) Central Group Research (as defined below)
which is
e
carried out for the mutual benefit of Participants
(as d d
below) including Imasco.
B. The projects progra=es, research areas and
related costs to
'
cluded in Central Group Research from time to time
are
be in
discussed, ;or--ulated and determined annually by
BAT Irasco
and the other Participants.
!C. It has been agreed that Imasco and other
Participants s"all
contribute towards the costs of Central Group
Research and
shall receive from BAT all information resulting
from such
research.
iNow 17 IS HEREBY AG.UBD as follows:
il. "Central Group Research" means the central
research
and development work carried out by BAT for the
muzual
fit of imasco and other participants in the
following
ben
are s.
;
M Biological Research and Information
(ii) Product Research
Ciii) Smoker Research
(iv) P-ocess and Engineering Research
(v) New Smoking-Material Research.
(b) I'Paraic-,Dant" means any company engaged in
the
manuractule and markgt;ng of tobacco products in
-,;`ich
BAT-or 3A IIndustries Limited owns directly or
ind;rectly
at least- SOI. af the voting stocks and being a
co=pany to
whch B.1;7 provides or has agreed to provide
infor-
pe;taining to Central Group Research.
CN
14-1
BAT IndustrieS document for Province of BritiSh
COIUMbia 12 Novernber 1999


2
2. With effect from January fst, 1986, rmasco
shill 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
Group Research as X net turnover Las cez:.ned
zelow)
-calculated by BAT of all Participants Cincluding
Imasco)
provided that in respect of any current year up to
and
including the year ended December 31, 1981,
Imasco's payment
shall not exceed MIS of its net turnover.
For the purpose o4 this calculation "net-
turnover" means net-
turnover after duty and excise taxes arising from
the
manufacture and sale of tobacco. products
(finished go0ds)
d ring the current year or in the case of a
Participant's
f~ln;ncial year ending on a date other thin 31st
December
during that Participant's financial year ending
during the
current year.
3. Imasco shall pay its share of costs to BAT at
such inttr-7als
as may be agreed between the parties hereto but in
any e,.ent'
'Within 90 days o! the -ending of each 'currerit
year.
4. (1) BAT shall promptly provide Imasco with
i=lorzzatioz
resulting from Central Group Research.
Imasco shall have royalty-free use in Canada of a
11
developments resulting from Central Group
Research.
(3) BAT grants right of access by Imasco
scientific -*search
pe,rsonnel to its research laboratories for
purposes of
observing progress, elaboration of research
findim.; ind
scientific consultation.
S. For the avoidance of doubt both pariies hereby
agree that
BAT shall have fl-Ill worldvide proprietary rights
to a!!
orzat,on and developments resulting from Central
products in
GrouD Research including inter-alia the right to
patent and i
license such products information and developments
provided
that BAT shall not license any third party to use
ar-)r such
products info7mation or'developments in Canada
without
Imascols prior written consent which consent shall
not be
unreasonably withheld.
6. Nothing contained in this Agreement shall
preclude I=asco fzoz~i
conducting its own research at its own expense and
from havinT4
full wo;ldwide proprietary rights to all
developments
such ;esearch.
resulting f.
7. This Agreement may be terminated by either
party giving twelve,
months written notice of termination to the other
parry such
notice to expire on December 31 of any year.
A. 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
Agreenent -does :-.ot in any way apply to any
independent
separate research project which Imasco or any
other ;eT3Cn
firm or conpany =ay cq%mission from BAT.'
10. This Agreement shall be -governed by and
construed in
accordance with the.Law's of England.
rQ
C3
BAT IndustrieS document for Province of BritiSh
COIUMbia 12 Novernber 1999


As WITNESS the hands of the duly- authorized
representative
of the parties hereto the day and year first above
written.
WITNESS S I GNM DB Y
for and on behalf of
British-American Tobacco
Coomany Limited
VIINIESS S I ZTD BY
C-
Cult-
'
for and on bJ~~I
of
1 =asco Limited
ON
Co
BAT Industrift document for Provin
ce Of BritiS h COIUMbia 12 No
vernber 1999