THE HOT SPRINGS AGREEMENT 1. Mar'kcing and consumf:r research, manufacturing improvements and rroduct c1cvelopment techniques ard methodology should be exchanged freely. Although the bigger facilities in the operating Companies might be expected to make bigger inputs the size of these facilities is in proportion to Company sales, weighted for market sophistic.-ition, ind all Companies will therefore benefit appropriately. 2. Product Developments , if successful, will be reflected in products. Succcssful products are the desired outcome and compensation will accru2 to the producer in licensing such products to users. 3. Prcd,.!ct and process developments which are patentable should be protected by the inventors and such inventions become licensable to inside and outside the Group. 4. '1 Ill '.- C S113LIld bc a gcnvral agrecinerit botwecri all Tobacco Companies in Uie Division to give first options , lead times and "most favoured nation" treatment to other Companies in the Division with respect to product and process pntcnts. It would also be agreed that ;xclusive liccnces will not bc granted to competitors. 5. Machinery developments which are patentable may be licensed exclusively to appropriate producerz but &,e interests of t~-e Division would ~e protected in order to give all member Companies preferential or 'no less favourablel terms. 6. For all natnnts the invrnting Company would protect in such countries as it Sees fit bUt in all cases Divisional If Q. should be consulted and suitable arrangements made to assign or protect in such other coun-.-:es as may Le required. 7- In or--:,:r to eliminate unnecessary duplication and to makc R.& D- as effective as possible the Companies will agree to keep each oLher iaror-med on programmes, to exchange methodclogy and to pool ros --s subj,~ct to patont protection mentioned above. a. 7.-,uz- all. R. & D. clone by operating Companies is properly regarded as and paid for by the Company concerned. The product from such R- & D. is the property of that Company and available for exploitation bv that Company an~,--here subject to the items above. BATCo document for Province of BritiSh Columbia 20 April 1999 - 2 - The Hot Spr;nis Acreement (contd.) 9. Rescarc' dir-c:zcd from the centre which is identified as research in suppor-, of c-.cnernl Group stratcgy is influenccd by the financially contr:bu-ig Companics and the research product. is available to operZILir.:: Companies for royalty free use within their area. Such research will be financcd by a levy based an net turnover of operating Companies. 10. This arrangomcnt is fair and self adjustirg for inflation, volume and so=~istic:'ion and represents a considerable advantage to the operating Co7nnanies none of which may use all or even most of the research Product but all of which will have access to that product a: a -f--action of the cost to generate it. 11. Finally, i: sliculd be ncted that a substantial part of the work dircctcd by the Centre will continue to be paid for directly e.g. whcre i: is c-:~rnmissioncd by operating Companies for their o,,rn use or whc-e i-. is pz;d for by Millbank. SJG:DC 27 th June. M.: CD BATCo document for Province of BritiSh Columbia 20 April 1999