C G','JDELINEF~ FOL- GI-C)U; can frc::-. C'-'C..r_'- knc-,.-*,-Iow and technology betweer, its individu&2 operating cornDanies and must ensure the success of such transfer in order to maintain its competive position in the industry. This document sets out the principles under which.B-A-T Germany has agreed to transfer technology to other compa- nies %,.-ith the Group as part of its strong support of this .. open-door" philosophy. 1. The objectives of these guidelines are: i) to encourage profitable exploitation of its techno- logy by the B-A-T Group and ii) to preserve the advantage of the Group bypreserving confidentiality and avoiding transfer of knowhow etc. to competitors. 2. Transfer may be effected by some combination of: - visits by receiving company personnel) - handover of documentation, reports, drawincs etc.; - tests by B-A-T Germany; - possibly engineering design projects carried out by B-A-T Germany for the receiving company; - possibly actual supply of equipment by B -A - T... Germany. CO CO 2 110 CO BATCo document for Province of British Columbia 4 November 1999 3. In tc, ensuro o-,,:irl*-,-.: uEc- cl~ availatle t".71011.1 i:. -r;c, Group PP&L) v:111 cuc)rd inal tranE i e- . i 4. Receiving companies will sign a secrecy aqre ement, co=ies of which will also be signed by the key people in those companies concerned with applying the knowhow. They will be responsible for the maintenance of confi- denziality to the B-A-T Group. 5. Ma:~ufacture of equipment covered by the knowhow will nc-: be carried out by third parties unless absolutely necessary - in which case a special agreement on licencing terms etc. will be arranged. If components of a process have to be manufactured ex--ernally the receiving company is responsible for guarding against leakage of the relevant knowhow. 6. A reasonable amount of test work etc. will be free of charae but should substantial effort be called for from B-A-T Germany a charge level will be agreed with the receiving company. 7. In collaboration with B-A-T Germany further development mav be carried out in Germany, in GR & DC or elsewhere as ap .propriate. In this way an active transfer of knowhow and its intelligent application provides a contribution to the maintenance and improvement of our product quality level and to the reduction of prcduction cost, key objectives in an increasingly compe- titive environment. CO CO BATCo document for Province of British Columbia 4 November 1999 ~ACCO COORDINATION D EV -7 1Z F M --EN T AN D Mr. Bruell introduced a discussion on the efficient ON coordination and development of the RAT Group's tobacco interests within the present organisatlonal structure. I i He drew attention to the followinc:- (a) ELAT is a decentralised Group; in contrast the industry worldwide is less fragmented than previously and principal competitcrs are centralised and autocratic. (b) BAT's strength is in geographical dispersion and local brands while the US competitors' strength is in international brands. The principal issues discussed were:- 1. The conference confir-med that BAT's tobacco CAC interests were not maximising the effectiveness and R&D commercial exploitation of the Grcup's various MARKETING technological developments. P RO DUC T I ON Certain elements within the current Hot Springs acreement potentially impede the speed with which commanies within the Group are aware of development and are able to commercialise technology. IMarketing and consumer research, manufacturing i,mprovements and product development techniques and methodology should be exchanged freely. Although the bigger facilities in the operating companies might be expected to make bigger inDUtS, the size of these facilities is in proportion to company sales, weichted for market sophisticatior, and all comoanies will therefore benefit appropriately. Product Development, if successful, will be reflected in products. Successful products are the ;Jesired outcome and compensation w-111 accrue to the producer in licensing such products to users. cc BATCo document for Province of British Columbia 4 November 1999 ACTION Prcduct, machinery and process developments which are patentable should be protected by the inventors or users by agreermen-t- Such inventions will be available to the Group and may be licensed" outside -:he GrouD. Under the "open door" policy early -warninc will ensure lead time advantage to GrOUD em b e r s - In order to eliminate unnecessary duplication and to make R&D as effective as possible, the CAC =ommanies aaree to keep each other informed on Programm,es, to exchange methodology and to pool results. Under this concept selective access to =ommunication (personal and written) and confidence -n the maintenance of security is critical. Full access to the R&D programme of each company will be available to a very small agreed list of senior managers. The Group's R&D programmes for process azid'product technology should continue to be =oordinated through the annual R&D conference and subsequent approval by the boards of the principal caerating companies of the programmes agreed. The m~SSC will be resoonsible for the complete protection of the criginating company's international products/brand strategies. co c0 BATCO document for Province of British Columbia 4 November 1999