AGREEMENT
ME. _0 19 8 0
THIS AGR.EL NT is made the day of
BE71%7:EN BRITISH AMERICAN TOBACCO COINIPANY
LUMITED, wha5e
registered office is situated at Westminster
L.c.F.B.. House '' 7 Millbank, London SWI, England
2 - FEB 1981 (hereinafter called "BAT")
FILE
PASS of the one part
...........
COPY
AND IMASCO LIIMITED 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
WMRE,AS:
A. BAT has for many years maintained a research
and development
centre in England 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
are paid for by the -commissioning company.
is
Cii) Central Group Research (as defined below)
which
carried out for the mutual benefit of Participants
(as defined
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 and determined annually by
BAT Imasco
and the other Participants.
C. It has been agreed that rmasco and other
Participants shall
contribute towards the costs of Central Group
Research and
shall receive from BAT all information resulting
from such
research.
NOW IT IS HEREBY AGREED as follows:
1. (a) "Central. Group Research" means the central
resear ch
and development work carried out by BAT for the
mutual
benefit of Imasco and other participants in the
following
areas.
(i)-.' Biological Research and Information.
(ii) Product 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
which
BAT-or BAT !ndustries Limited owns diiectly or
indirectly
at least 306 of the voting stocks and being a
cor-pany to 110
which BAT provides or has agreed to provide
information c0
pertaining to Central Group Research.
CC)
Cr,
BATCo document for Province of British Columbia 10
November 1999


2. With effect from January ist, 1980, rmasco
shall pay towards
the cost of Central Group Research fo-r each year
ending
December 31 ("the current year") a sum calculated
in
accordance with the fonowing formula:
Net turnover (as defined below)
Cost of Central of Imasco
Group Research as X net turnover (as defined
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,
Imasco's 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
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 PartLcipant's financial year ending
during the
current year.
3. Imasco shall pay its share of costs to BAT at
such intervals
as may.be agreed between the parties hereto but in
any event'
ithin 90 days of ihe ending of each current year.
4. (1) BAT shall promptly provide Imasco with
information
resulting from Central Group Research.
(2) Imasco shall have royalty-free use in Canada
of all
developments resulting from Central Group
Research.
(3) BAT grants right of access by Imasca
scientific research
personnel to its research laboratories for
purposes of
observing progress, elaboration of research
finding and
scientific consultation.
S. For the avoidance of doubt both parties hereby
agree that
BAT shall have full worldwide proprietary ri?hts
to all
products information and developments resulting
from Central'
-nter
Group Research including i -alia the right to
patent und-
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
withouz
Imascols prior written consent which consent shall
not- be
unreasonably withhold.
6. Nothing contained in this Agreement shall
preclude Imasco from
conducting its own research at its own expense and
from having
full worldwide proprietary rights to all
developments
m
resulting fro such research.
7. This Agreement may be 'termirated by either
party giving twelve
months written notice*of termination to the other
party such
notice to expirq on December 51 cf 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
confirm-ed that this c::)
Agreement-does not in any way apply to any
Independent
separate research project which Imasco or any
other person CO
firm or company may commission from BAT.,
10. This Agreement shall be.governed bY and
construed in CO
accordance with the'Laws of England x,
BATCo document for Province of BritiSh Columbia 10
November 1999


3
AS WITNESS the hands -a fthe duly authorized
representative
of the parties hereto t e d v and year first above
written.
WITNESS SIGNED BY
OLREMOR
for and 'an behalf of
British-American Tobacco
Company Limited
WITNESS SI ED BY
.t C
alit-
for and on b f of
Imas Co Limited
CO
CO
CO
BATCo document for Province of BritiSh Columbia 10
November 1999