CONFIDENTIAL
Volume License Agreement
Between
Syntroleum Corporation
and
Enron Capital & Trade Resources Corp.
CONFIDENTIAL INFORMATION:
Use and distribution of this document is limited to the terms and conditions of
the Confidentiality Agreement dated April 23,1997 between Syntroleum Corporation
and EOTT Energy Operating Limited Partnership.
VOLUME LICENSE AGREEMENT
THIS LICENSE AGREEMENT is made and entered into effective as of the 12th day of
January, 1998 by and between Syntroleum Corporation, an Oklahoma corporation
("Licensor"), and Enron Capital & Trade Resources Corp., a Delaware corporation
("Licensee").
RECITALS
A. WHEREAS, Licensor has developed and owns certain patent rights and
technical information relating to the Conversion Process; and
B. WHEREAS, Licensee desires to enter into a non-exclusive limited
license with Licensor to use Licensor Patent Rights and Licensor Technical
Information in practicing the Conversion Process in Licensed Facilities in the
Licensed Territory.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, the Parties agree as follows:
1. DEFINITIONS
The following terms (whether or not underscored) when used in this
Agreement, including its preamble and recitals, shall, except where the context
otherwise requires, have the following meanings (such meanings to be equally
applicable to the singular and plural forms thereof).
1.01 "AFFILIATE" means, with respect to each Party, any Person in which the
Party or its parent company(ies) (one or more parent companies in an upward
series) shall at the time in question directly or indirectly own a fifty percent
(50%) or more interest in such Person. It is understood that: (i) a Party or
its parent company(ies) directly owns a fifty percent (50%) or more interest in
a Person if that Party or its parent company(ies)
individually or collectively hold(s) shares carrying fifty percent (50%) or
more of the voting power to elect directors or other managers of such Person
and (ii) a Party or its parent company(ies) indirectly owns a fifty percent
(50%) or more interest in a Person if a series of companies can be specified
beginning with a Party or its parent company(ies), individually or
collectively, and ending with such Person so related that each company of the
series, except such Person, directly owns a fifty percent (50%) or more
interest in a later company in the series.
1.02 "AGREEMENT" means this Volume License Agreement.
1.03 "BARREL" means forty-two (42) gallons of two hundred thirty-one (231)
cubic inches each, measured at sixty degrees Fahrenheit (60DEG.F) and one (1)
atmosphere pressure.
1.04 "CHAIN-LIMITING CATALYST" means a type of catalyst for use in a
▇▇▇▇▇▇▇-Tropsch Reaction the primary products of which are predominately
hydrocarbon molecules of twenty (20) or fewer carbon atoms which remain
liquid at ambient temperature and pressure.
1.05 "CONFIDENTIAL INFORMATION" means information of Licensor or Licensee
disclosed to the other Party under this Agreement, including any formula,
pattern, compilation, program, apparatus, device, drawing, schematic, method,
technique, know-how, process or pilot plant data, and other non-public
information such as business plans or other technology that: (a) derives
economic value, actual or potential, from not being generally known to, and
not being readily ascertainable by proper means by, other persons who can
obtain economic value from its disclosure or use, and (b) is the subject of
efforts that are reasonable under the circumstances to maintain its secrecy,
which information shall be disclosed in writing and labeled as "Confidential"
or the equivalent, or if disclosed verbally or in other non-written form,
identified as such at the time of disclosure and thereafter summarized in
writing by the disclosing Party within thirty (30) days of such initial
disclosure. Confidential Information includes, without limit, Licensor
Catalyst Information, Licensor Technical Information, and Licensee Technical
Information.
1.06 "CONFIDENTIALITY AGREEMENT" means the agreements between Licensee,
Licensor and EOTT Energy Operating Limited Partnership dated April 23, 1997.
1.07 "CONVERSION PROCESS" means any process for the conversion of normally
gaseous hydrocarbons into a mixture of hydrocarbons which may be a
combination of normally gaseous, liquid, or solid hydrocarbons at ambient
temperatures and pressures and comprised of (a) autothermal reforming of a
feed stream consisting substantially of gaseous hydrocarbons in the presence
of air, or oxygen-enriched air to create an intermediate feed stream
containing carbon monoxide and molecular hydrogen, and (b) reacting the
intermediate stream in the presence of a ▇▇▇▇▇▇▇-Tropsch catalyst to produce
a product stream consisting of any combination of gaseous, liquid or solid
hydrocarbons at ambient temperature and pressure. The Conversion Process
includes all associated internal processes and technologies such as heat
integration, separation, or the recycle, use, or consumption of hydrocarbons
or other products. The Conversion Process does not include any technology
related to (i) pre-treatment of the natural gas feedstock or (ii)
post-processing the ▇▇▇▇▇▇▇-Tropsch product stream for a purpose other than
that defined above.
1.08 "EFFECTIVE DATE" means the date set forth in the first paragraph of
this Agreement.
1.09 "▇▇▇▇▇▇▇-TROPSCH CATALYST" means any catalyst for use in a
▇▇▇▇▇▇▇-Tropsch Reaction including, but not limited to, Chain Limiting
Catalyst and High Alpha Catalyst.
1.10 "▇▇▇▇▇▇▇-TROPSCH REACTION" means the catalytic reaction of carbon
monoxide and hydrogen, the primary products of which are hydrocarbons.
1.11 "HIGH ALPHA CATALYST" means a type of ▇▇▇▇▇▇▇-Tropsch Catalyst, whose
alpha number, as calculated by the ▇▇▇▇▇▇-▇▇▇▇▇ distribution equation, is
0.85 or higher.
1.12 "INVENTIONS OR IMPROVEMENTS" means any process, formula, composition,
device, catalyst (including both autothermal reforming catalysts and
▇▇▇▇▇▇▇-Tropsch Catalysts), apparatus, technology, know-how, operating
technique, improvement, modification, or enhancement relating to the use,
operation, or commercialization of the Conversion and the products (including
Synthetic Product) of the Conversion Process, which is discovered, made,
designed, developed or acquired by Licensee, solely or with others, since the
date of the Confidentiality Agreement, or used in a Licensed Plant, in each
instance whether patentable or not, including, without limitation, patents,
copyrights, and Confidential Information and further including the full scope
and content of the intellectual and tangible property included therein and
produced therefrom, e.g., drawings, prints, chemical formulae, prototypes,
data, computer programs and software, and the like. Inventions or
Improvements shall not include any information relating to methods of
manufacturing catalysts for use in the Conversion Process.
1.13 "LICENSE FEE" means the fee paid by Licensee to Licensor, as
consideration for granting a license pursuant to a Site License Agreement to
use Licensor Technology at a Licensed Plant, as calculated in accordance with
ATTACHMENT 3 of this Agreement, and does not include fees related to the
purchase of the associated Process Design Package for such Licensed Plant,
any catalyst or any catalyst markup.
1.14 "LICENSED FACILITIES" means one or more Licensed Plants.
1.15 "LICENSED PLANT" means a plant (including modification, expansion or
replacement thereof) licensed to operate pursuant to a Site License Agreement
issued under the terms of this Agreement, at a site or sites, where such site
or sites are deemed to be within the same lease or concession, within the
Licensed Territory with a design production capacity measured in Barrels of
Synthetic Product per day, using or designed to use Licensor Technology to
practice the Conversion Process to produce Marketable Products.
1.16 "LICENSED TERRITORY" means all the countries of the world and their
respective territorial waters, except for United States of America, Canada,
Mexico, the People's
Republic of China, India, and any country that, from time to time, may be
prohibited or restricted by the United States Government from receiving
Licensor Technology or the products thereof.
1.17 "LICENSEE PATENT RIGHTS" means all rights with respect to patents and
patent applications of all relevant countries to the extent that the claims
cover features or aspects of Inventions or Improvements practiced in a
Licensed Plant, in each case to the extent that, and subject to the terms and
conditions under which, Licensee has the right to grant licenses, immunities
or licensing rights without having to make payment to others.
1.18 "LICENSEE TECHNICAL INFORMATION" means all unpatented Inventions or
Improvements practiced in a Licensed Plant, in each case to the extent that,
and subject to the terms and conditions under which, Licensee has the right
to grant licenses, immunities or licensing rights without having to make
payment to others.
1.19 "LICENSOR CATALYST INFORMATION" means, without limit, information
relating to any catalyst, catalyst formulation, conditioning procedure,
start-up procedure, regeneration procedure, or performance considered to be
proprietary by and to Licensor or acquired by Licensor which is useful in the
practice of the Conversion Process and which has been used commercially or is
ready for commercial use. Licensor Catalyst Information shall not include any
information relating to methods for manufacturing catalysts for use in the
Conversion Process.
1.20 "LICENSOR CATALYST PATENT RIGHTS" means all rights with respect to
patents and patent applications of all relevant countries to the extent that
the claims cover features or aspects of catalysts useable in the Conversion
Process (including, without limitation, autothermal reforming catalysts and
▇▇▇▇▇▇▇-Tropsch Catalysts) and expressly excluding any process operating
techniques or apparatus or methods for manufacturing such catalysts, which
are acquired by Licensor (with right to sublicense) or are based on
inventions conceived by Licensor prior to termination of this Agreement; in
each case to the extent that, and subject to the terms and conditions,
including the obligation to account to and/or
make payments to others, under which Licensor has the right to grant
licenses, sublicenses, immunities or licensing rights.
1.21 "LICENSOR PATENT RIGHTS" means all rights with respect to patents
and patent applications of all relevant countries to the extent that the
claims cover features or aspects of the Conversion Process (including,
without limitation, any operating techniques and apparatus and expressly
excluding Licensor Catalyst Patent Rights) which are acquired by Licensor
(with right to sublicense) or are based on inventions conceived by Licensor
prior to termination of this Agreement; in each case to the extent that, and
subject to the terms and conditions, including the obligation to account to
and/or make payments to others, under which Licensor has the right to grant
licenses, sublicenses, immunities or licensing rights.
1.22 "LICENSOR TECHNICAL INFORMATION" means all unpatented information
relating to the Conversion Process (including, without limitation, operating
techniques and apparatus for carrying out the Conversion Process and
expressly excluding Licensor Catalyst Information and Reactor Information)
which (a) either (i) has been commercially used or (ii) is in a stage of
development suitable for commercial use, and (b) has been made or acquired by
Licensor (with right to sublicense) prior to the termination of this
Agreement; in each case to the extent that, and subject to, the terms and
conditions, including the obligation to account to and/or make payments to
others, under which Licensor has the right to disclose and grant rights to
others.
1.23 "LICENSOR TECHNOLOGY" includes Licensor Technical Information and
Licensor Patent Rights related to the practice of the Conversion Process and
Licensor Catalyst Information and Licensor Catalyst Patent Rights related to
the use of Licensor catalysts in the practice of the Conversion Process but
expressly excluding the right to make, have made, or sell Licensor Catalysts.
1.24 "LUBRICANTS" means hydrocarbon base oils which can be made into, or
blended with other base oils to be made into, without limit (a) automotive
lubricating oils such as
PCMO, HDD, transmission and hydraulic fluids, and gear oils; (b) industrial
lubricants such as metalworking lubricants, process oils, white oils,
agricultural spray oils, de-foamers, cutting and quenching oils, and rubber
processing oils; (c) greases; (d) drilling fluids; or (e) any other specialty
product agreed to by the Parties which is not a Marketable Product.
1.25 "MARKETABLE PRODUCTS" means finished hydrocarbon fuels, hydrocarbons
consumed as fuel, or fuel blending stocks including, but not limited to,
diesel, kerosene, gasoline, and naphtha processed from Synthetic Product and
expressly excluding waxes, chemicals, Lubricants, or any other specialty
hydrocarbon products and subject to the express condition that Marketable
Products shall be produced from Synthetic Product at the Licensed Plant or
produced from Synthetic Product at a separate facility operated by the
Licensee, its Affiliates, or third Persons who are contractually committed to
Licensee or its Affiliate to produce only Marketable Products from such
Synthetic Product. Notwithstanding the foregoing, Marketable Products shall
be deemed to include any products:
(a) produced at any location by any Person from a blended stream of
Synthetic Product and at least 15% by volume of produced crude
oil or condensate, in which the Synthetic Product, before any
blending,
(i) remains a liquid at sixty degrees Fahrenheit (60DEG.F)
and one (1) atmosphere pressure or,
(ii) has a chemical composition consisting of molecules
having at least 85% by volume of which contain no more
than 20 carbon atoms each and no more than 1% by volume of
which contains more than 40 carbon atoms each; or
(b) produced at any location by any Person from a blended stream of
Synthetic Product and at least 40% by volume produced crude oil
or condensate such that after blending the mixture is a
transportable liquid, expressly excluding slurries; or
(c) produced by blending individual fractions distilled from Synthetic
Product with at least 50% by volume of like distilled fractions
from produced crude oil or condensate, in which each distilled
fraction from Synthetic Product, before any blending, has a
chemical composition consisting of molecules having at least 85%
by volume of which contain no more than 20 carbon atoms each and
no more than 1% by volume of which contains more than 40 carbon
atoms each, wherein the blending is performed at any location by
the Licensee, its Affiliates, or third Persons who are
contractually committed to Licensee or its Affiliate to produce
only Marketable Products from such Synthetic Product.
Notwithstanding the above language in this SECTION 1.25 hydrocarbons
consumed as fuel by Licensee or its Affiliates at locations which satisfy the
conditions of this SECTION 1.25 are Marketable Products, regardless of
whether or not they happen to be waxes, chemicals, Lubricants, or any other
specialty hydrocarbon products.
1.26 "PARTICIPATING INTEREST" means at least a ten percent (10%) working,
net profits, equity, or other economic interest (an economic interest shall
include an interest in a production sharing contract where the parties to
such contract construct the Licensed Plant), owned directly or indirectly
through another entity, in a Licensed Plant or Person owning or controlling a
Licensed Plant, but excluding a contract for operation of such Licensed Plant.
1.27 "PARTIES" means Licensor and Licensee.
1.28 "PARTY" means Licensor or Licensee.
1.29 "PERSON" means any natural person, corporation, partnership, limited
liability company, firm, association, trust, government, governmental agency
or any other entity, other than the Parties.
1.30 "PROCESS DESIGN PACKAGE" means a compilation of text, figures,
drawings and documentation, relating to the design and construction of a
Licensed Plant, in the form set
forth in EXHIBIT B to this Agreement, which may be modified from time to time
by mutual consent of the Parties, and expressly excluding Reactor Information.
1.31 "REACTOR INFORMATION" means all information, including but not limited
to data, processes, plans, specifications, flow sheets, designs, and
drawings, relating to the internal design or functions including, without
limitation, tube count, tube size and configuration and catalyst volume,
relating to any Licensor autothermal reformer or ▇▇▇▇▇▇▇-Tropsch reactors,
which, at any time during the term of this Agreement, Licensor discloses to
Licensee.
1.32 "REACTOR VENDOR" shall mean those fabricators approved by Licensor to
perform the fabrication and/or maintenance and repair of autothermal reformer
or ▇▇▇▇▇▇▇-Tropsch reactors for installation and use in Licensed Facilities.
Licensor may, from time to time, add or remove any vendor from being a
Reactor Vendor.
1.33 "SITE LICENSE AGREEMENT" means an agreement between the Parties, in
the form attached to this Agreement as ATTACHMENT 4 and which may be modified
from time to time by mutual written consent of the Parties, granting the
right to build and operate a single Licensed Plant, specifying in each case
the fixed site and the nominal design capacity, in Barrels of Synthetic
Product produced per day.
1.34 "START-UP DATE" means the first full calendar day following a five day
period, after completion of catalyst pre-treatment and other preliminary
operations, during which the applicable Licensed Plant produces quantities of
Synthetic Product in an amount equal to at least 75% of the per-day design
production capacity of such Licensed Plant averaged over such five day
period.
1.35 "SYNTHETIC PRODUCT" means those hydrocarbons, having a chemical
composition substantially consisting of molecules with five or more carbon
atoms each, produced using Licensor Technology in the practice of the
Conversion Process at a Licensed Plant.
2. LICENSOR GRANTS TO LICENSEE
2.01 Subject to the terms and conditions of this Agreement, Licensor grants
to Licensee a limited, non-exclusive, non-transferable (except as provided in
SECTION 2.06 and ARTICLE 8) right and license to use Licensor Patent Rights
and Licensor Technical Information to design, construct, operate and maintain
(including modify, expand and replace) Licensed Facilities under a separate
Site License Agreement for each Licensed Plant, to practice the Conversion
Process to manufacture Synthetic Product solely for the purpose of producing,
using, and selling Marketable Products anywhere in the world, provided that
the aggregate maximum daily design capacity of the Licensed Facilities, as
defined in the Process Design Packages for all Licensed Plants which comprise
the Licensed Facilities, shall not exceed 50,000 barrels per day of Synthetic
Product, regardless of Licensee's specific ownership interest in any
particular Licensed Plant.
2.02 Subject to the terms and conditions of this Agreement, Licensor grants
to Licensee a limited, non-exclusive, non-transferable (except as provided in
SECTION 2.06 and ARTICLE 8) right to purchase from Reactor Vendors the
appropriate ▇▇▇▇▇▇▇-Tropsch and autothermal reforming reactors for use in
the practice of the Conversion Process at a Licensed Plant. Licensee shall
have no right to make, have made, or sell any reactor based on Reactor
Information except as expressly provided in this SECTION 2.02.
2.03 Subject to the terms and conditions of this Agreement, Licensor grants
to Licensee (a) the right to purchase from Licensor the appropriate
▇▇▇▇▇▇▇-Tropsch Catalyst and, from either Licensor or a catalyst vendor
designated by Licensor, the appropriate autothermal reforming catalyst for
use in the practice of the Conversion Process at a Licensed Plant to
manufacture Synthetic Product solely for the purpose of producing, using, and
selling Marketable Products anywhere in the world and (b) a limited
non-exclusive, non-transferable (except as provided in SECTION 2.06 and
ARTICLE 8) right and license under Licensor Catalyst Patent Rights and
Licensor Catalyst Information to use such catalysts in the practice of the
Conversion Process at a Licensed Plant to manufacture Synthetic Product
solely for the purpose of producing, using, and selling Marketable
Products anywhere in the world. The purchase price for any catalyst purchased
by Licensee from Licensor shall be equal to the lowest of (a) Licensor's
cost to produce or have produced such catalysts, plus a markup of twenty five
percent (25%), or (b) if, during the twelve (12) month period prior to a
catalyst purchase by Licensee, the same catalyst (at comparable quantities)
was sold by Licensor to a third party at a markup less than twenty five
percent (25%), Licensee shall be entitled to the lower markup for its current
catalyst purchase. Licensor will, no more than once per year, provide
Licensee reasonable access to the relevant books of Licensor to verify the
lowest markup for such catalyst. Licensee shall have no rights to make, have
made, or sell any Licensor ▇▇▇▇▇▇▇-Tropsch Catalyst or autothermal reforming
catalyst, which is proprietary to Licensor. Beyond the initial catalyst
fill, for a Licensed Plant, Licensee will have the right to buy replacement
catalyst from other catalyst suppliers. If Licensor specifies in the Process
Design Package an autothermal reforming catalyst commercially available from
a third party, Licensee shall have the right to purchase such catalyst
directly from a third party.
2.04 In the event Licensor for any reason is unable to supply Licensee with
such amounts of ▇▇▇▇▇▇▇-Tropsch Catalyst as may be reasonably necessary for
the operation of a specific Licensed Plant, Licensor shall provide to one or
more catalyst vendors designated by Licensor the necessary catalyst recipe,
together with a non-exclusive limited license to make and sell such
▇▇▇▇▇▇▇-Tropsch Catalyst to Licensee for use in such Licensed Plant, and
Licensee shall have the right to purchase such ▇▇▇▇▇▇▇-Tropsch Catalyst from
such vendor for use in such Licensed Plant on the same terms (including
price) as set forth in SECTION 2.03.
2.05 Upon Licensee's written request, Licensor will execute a Site License
Agreement with respect to a specific proposed Licensed Plant if:
(a) Licensee has a Participating Interest in the proposed Licensed Plant
as represented in a Request for Site License Agreement (Attachment 1);
(b) Licensee is current on all payments due under prior Site License
Agreements for all Licensed Facilities under this Agreement in accordance
with their respective terms;
(c) there is not a material default under this Agreement for which
Licensee is responsible resulting from or affecting more than one
Licensed Plant; and
(d) no Person having a Participating Interest in the proposed Licensed
Plant is in material default under any agreement relating to Licensor
Technology.
Until such time as the above conditions are satisfied, Licensee shall have no
right or license to use Licensor Technology at the proposed Licensed Plant.
2.06 During the term of this Agreement, Licensee may extend this Agreement
to any Affiliate, provided that Licensee shall first notify Licensor in
writing of any such extension and the acceptance of such extension by such
Affiliate pursuant to this SECTION 2.06. The Affiliate to which this
Agreement may be extended by Licensee shall be subject to and shall accept in
writing (in the form set forth in ATTACHMENT 2) the same obligations to which
Licensee is subjected under this Agreement and all terms and conditions of
this Agreement shall apply to such Affiliate with respect to its obligations
and its rights (except the right of extension as set forth in this SECTION
2.06) as if such Affiliate had entered into this Agreement with Licensor
effective as of the date of such extension. Licensee warrants to Licensor
the full performance by such Affiliate of the obligations which are imposed
upon such Affiliate as a result of such extension of this Agreement and,
notwithstanding any such extension, Licensee shall still be liable to
Licensor for all sums which become due from such Affiliate to Licensor and
for any default by such Affiliate in the performance of its obligations under
this Agreement.
2.07 Each Licensed Plant shall remain at the initial plant site for a
minimum of seven (7) years from Start-Up Date. Thereafter, Licensee may
relocate upon notification, in the form of EXHIBIT G of the Site License
Agreement, to a new plant site within the Licensed Territory provided (i)
the Licensed Plant remains at the new site for minimum of seven (7) years and
(ii) the Licensed Plant is operating under a fully paid up Site License
Agreement. Notwithstanding the foregoing, Licensed Plants utilizing gas from
leases, concessions, or similar production sharing arrangements in which
Licensee or its Affiliates own at least a ten percent (10%) working, net
profits, equity, or other economic interest (excluding any
interest owned by a governmental entity) may, at any time, be relocated
within the geographic boundaries of any such leases, concessions, or similar
production sharing arrangements. Nothing in this Agreement shall prohibit
Licensee or its Affiliates from purchasing gas from other parties to
manufacture Synthetic Product at any Licensed Plant pursuant to this
Agreement.
3. TECHNICAL ASSISTANCE
3.01 Licensee shall purchase and Licensor agrees to furnish to Licensee, or to
a contractor designated by Licensee, a Process Design Package for each Licensed
Plant according to the terms specified in SECTION 5.03 of this Agreement.
3.02 Reactor Information necessary for each Licensed Plant shall be excluded
from the Process Design Package. However, those elements of Reactor Information
which are necessary to fabricate such reactors will be provided by Licensor
directly to one or more Reactor Vendors selected by Licensee to manufacture the
autothermal reformer and ▇▇▇▇▇▇▇-Tropsch reactors from Licensor's then current
list of Reactor Vendors. Licensor may, from time to time, add or remove any
Reactor Vendor.
3.03 Except as may be set forth in a Process Design Package, the
obligations of Licensor under this Agreement do not include the performing of
any basic or detailed design, engineering, training, consulting, start-up,
operating or maintenance services with respect to any Licensed Plant.
Licensor's responsibilities for any such services in the design, construction
and operation (including maintenance) of any Licensed Plant shall be as set
forth in one or more separate written engineering services agreement(s) (if
any) between Licensor and Licensee specifically applicable to each Licensed
Plant.
3.04 Licensor agrees to disclose to Licensee, upon reasonable request but
at least once a year, (a) additions to Licensor Technology and (b)
improvements or inventions developed by Licensor or its Affiliates relating
to Licensor Technology which have been commercially
used or which Licensor determines are in a stage of development suitable for
commercial use. Licensor shall permit Licensee to reasonably inspect, at
mutually convenient times, the operating procedures, process conditions,
material balances, energy consumption, catalyst performance, and analyses of
internal streams and/or Synthetic Product at Licensor's pilot plant which are
applicable to such improvements or inventions.
3.05 Licensee shall provide Licensor 90 days advance written notice of the
anticipated Start-up Date for each Licensed Plant. Licensee agrees to permit
Licensor and/or its representatives access to Licensee's Licensed Plants at
reasonable and convenient times, for inspection and if requested by Licensee,
training, by representatives of Licensor. Licensor shall have the right to
charge Licensee a reasonable fee for any training as may be agreed with the
Licensee on a case by case basis.
4. LICENSEE GRANTS TO LICENSOR
4.01 Licensor may, no more than one (1) time per year, request and Licensee
agrees to disclose to Licensor in writing any Inventions or Improvements related
to the Conversion Process.
4.02 Subject to the terms and conditions of this Agreement, Licensee grants to
Licensor a limited, non-exclusive, irrevocable, royalty free, worldwide (i)
right and license under Licensee Patent Rights and (ii) right and license to use
Licensee Technical Information for the design, construction, operation and
maintenance (including modify, expand and replace) of facilities practicing the
Conversion Process, together with the right to grant corresponding sublicenses
of the Licensee Patent Rights and Licensee Technical Information to other
licensees of Licensor Technology for use at a licensed plant practicing the
Conversion Process, provided that any such licensee to whom a sublicense is to
be granted shall have granted reciprocal rights to Licensor to use and grant
sublicenses under such licensee's patent rights and technical information for
the benefit of Licensee. Licensee shall have the right to charge Licensor a
reasonable fee for
any training with respect to Licensee Patent Rights and Licensee Technical
Information as may be agreed with the Licensor on a case by case basis.
4.03 Should Licensee, during the term of this Agreement, make any
patentable Inventions or Improvements, Licensee may, at its sole discretion,
file patent applications with respect to such Inventions or Improvements in
its own name and at its own expense, and take such other steps as are
necessary, in the sole judgment of Licensee, to protect its rights in such
Inventions or Improvements. In the event Licensee declines to file any patent
application with respect to any Inventions or Improvements, it shall promptly
notify Licensor in a timely manner to allow Licensor, at its sole discretion,
to file such patent application at its sole expense, and to take such other
steps as are necessary, in its judgment, to protect the Parties' rights in
such Inventions or Improvements, subject to Licensee's obligation to account
to third parties therefore and provided that title to such Inventions or
Improvements shall remain in Licensee.
4.04 Licensor and Licensee each agree that they will take all actions and
execute all documents and shall cause their employees, agents and contractors to
take all actions and execute all documents as are necessary or appropriate to
carry out the provisions of this ARTICLE 4 or to assist each other in the
preparation, filing and prosecution of patent applications or securing such
protection referenced in this ARTICLE 4 when so requested.
4.05 Licensee shall permit Licensor and/or its representatives to reasonably
inspect, at mutually convenient times, the operating procedures, process
conditions, material balances, energy consumption, catalyst performance, and
analyses of internal streams and/or Synthetic Product which are applicable to
Licensee's Inventions or Improvements used at the Licensed Plant.
4.06 Licensee agrees to provide, from time to time and upon request by
Licensor, samples of Marketable Products as they are produced by any of
Licensee's Licensed Plants to verify compliance with this Agreement.
Licensor agrees to limit its analysis of samples
of Marketable Products to those analyses necessary to determine compliance
with the definition of Marketable Products.
5. LICENSE AND OTHER FEES
5.01 In consideration for the rights granted to Licensee by Licensor under
this Agreement, Licensee shall pay Licensor a non-refundable amount of upon
execution of this Agreement. This amount shall be fully credited against the
first in License Fees payable by Licensee to Licensor as provided in
ATTACHMENT 3.
5.02 Licensee agrees to pay fees to Licensor in accordance with ATTACHMENT 3
for each Licensed Plant.
5.03 In addition to the amounts to be paid by Licensee to Licensor under
SECTIONS 5.01 and 5.02, Licensee agrees to pay Licensor for each Process Design
Package, a fee equal to the reasonable costs actually incurred by Licensor in
preparing the Process Design Package, plus 10% of the total of such actual
costs. Such fee shall be invoiced by Licensor to Licensee after delivery of a
Process Design Package and payment shall be due within 30 days from receipt of
invoice by Licensee.
5.04 All amounts payable under this Agreement shall be paid by Licensee to
Licensor at Licensor's address specified in SECTION 10.07, or to an account at a
bank specified by Licensor, in dollars of the United States of America.
5.05 In the event Licensee is required to withhold any taxes from amounts
payable to Licensor under this Agreement, Licensee agrees to provide Licensor at
the time of such withholding with a receipt or other evidence reflecting the
deposit of such taxes with the appropriate governmental agency.
6. WARRANTIES AND INDEMNITIES
6.01 Licensor represents and warrants that:
(a) Licensor is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Oklahoma, United States of America,
and has full power and authority to enter into and perform its obligations under
this Agreement;
(b) The execution, delivery and performance of this Agreement and all
documents relating hereto by Licensor have been duly and validly authorized by
all requisite corporation action and constitute valid and binding obligations of
Licensor enforceable in accordance with their respective terms; and
(c) Licensor is the sole owner or authorized licensee (with the right
to sublicense) of the Licensor Technology and has the right to grant the
licenses granted in this Agreement.
6.02 Licensee represents and warrants that it is a corporation duly organized,
validly existing, and in good standing under the laws of Delaware, United States
of America, and has full power and authority to enter into and perform its
obligations under this Agreement including the right to grant the rights and
licenses as set forth in ARTICLE 4. The execution, delivery and performance of
this Agreement and all documents relating hereto by Licensee have been duly and
validly authorized by all requisite corporate action and constitute valid and
binding obligations of Licensee enforceable in accordance with their respective
terms.
6.03 Except as otherwise expressly set forth in this Agreement or other
written agreement between the Parties, LICENSOR MAKES NO AND HEREBY DISCLAIMS
ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND, INCLUDING ANY
WARRENTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER
WARRANTIES OR REPRESENTATIONS OF ANY KIND TO LICENSEE, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTY OR REPRESENTATION WITH RESPECT TO USE OF LICENSOR
TECHNOLOGY AS AUTHORIZED HEREUNDER.
6.04 EXCEPT FOR UNAUTHORIZED DISCLOSURE OR USE OF CONFIDENTIAL INFORMATION OR
UNAUTHORIZED USE OF PATENT RIGHTS UNDER THIS AGREEMENT, IN NO EVENT SHALL A
PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR
EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR SAVINGS,
REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH A CLAIM FOR SUCH DAMAGES,
WHETHER IN CONTRACT OR TORT INCLUDING NEGLIGENCE, EVEN IF LICENSOR OR LICENSEE
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BUT IF A PARTY IS FOUND
LIABLE, DESPITE THE ABOVE LANGUAGE, TO THE OTHER PARTY FOR SPECIAL, INDIRECT,
CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES THEN THE MAXIMUM LIMIT
OF SUCH DAMAGES IS AGREED TO BE $5,000.
6.05 A Party will promptly advise the other Party in writing of any claim made
or lawsuit alleging infringement of any patent or copyright or misappropriation
of Confidential Information based on the design, construction and/or operation
of Licensed Facilities (including Synthetic Product or Marketable Products
produced from Licensed Facilities).
(a) If Licensee has made a modification to the Process Design Package,
with respect to a Licensed Plant, and infringement or misappropriation by such
Licensed Plant would not exist in the absence of Licensee's modification,
Licensee will be solely responsible for any claim or lawsuit. Licensee will (i)
promptly undertake at its own expense the defense of the claim or lawsuit, and
(ii) hold Licensor, its Affiliates, and their officers, directors, and employees
harmless from any liability, damages and other sums that may be assessed in or
become payable under any decree or judgment by any court or other tribunal which
results from such claim or lawsuit and from any attorneys fees, costs of
litigation and other out of pocket expenses incurred in the defense of such
claim or lawsuit.
(b) If the design, construction and/or operation of a Licensed Plant
which is the basis for alleged infringement or misappropriation, is in
accordance with the designs, specifications and operating conditions
(including, but not limited to, catalysts) embodied in the Process Design
Package for such Licensed Plant, Licensor will (i) promptly undertake at its
own expense the defense of the claim or lawsuit, and (ii) hold Licensee, its
Affiliates, and their officers, directors, and employees harmless from any
liability, damages and other sums that may be assessed in or become payable
under any decree or judgment by any court or other tribunal which results
from such claim or lawsuit and from any attorneys fees, costs of litigation
and other out of pocket expenses incurred in the defense of such claim or
lawsuit.
(c) A Party will render all reasonable assistance that may be required by
the other Party in the defense of claim or lawsuit alleging infringement or
misappropriation and such Party shall have the right to be represented therein
by advisory counsel of its selection and at its expense.
(d) In the event a court or other tribunal finds that infringement
and/or misappropriation has occurred not as a result of Licensee's
modifications, Licensor shall have the option, at its sole expense, to either
(i) provide designs, specifications and/or operating conditions (including,
but not limited to, catalysts) and make modifications to the Licensed Plant
which avoid such infringement and/or misappropriation without degrading the
economics or performance of the Licensed Facilities, or (ii) acquire the
right to continue using the design, construction and operating conditions
(including, but not limited to, catalysts), which were the subject of such
infringement and/or misappropriation.
(e) Except as provided in (d) above, a Party shall not settle or
compromise any claim or lawsuit alleging infringement or misappropriation
without the written consent of the other Party if such settlement or
compromise obligates the other Party to make any payment or part with any
property, to assume any obligation or grant any licenses or other rights, or
to be subject to any injunction by reason of such settlement or compromise.
6.06 Licensor agrees to indemnify and hold harmless Licensee, its
Affiliates, and their officers, directors, and employees from and against the
full amount of any and all claims, demands, actions, damages, losses, costs,
expenses, or liability whatsoever (including without limitation the costs of
litigation, including reasonable attorneys' fees), for infringement of any
patent, copyright, trademark, trade secret or other intellectual property
right, property (real and personal) damage, personal injury or death, fines,
or penalties arising in whole or in part out of the use of Licensee Patent
Rights and Licensee Technical Information in a plant operated by Licensor or
Person under license from Licensor.
6.07 Licensor agrees to indemnify and hold harmless Licensee, its
Affiliates, their officers, directors, and employees from and against the
full amount of any and all claims, demands, actions, damages, losses, costs,
expenses, or liability whatsoever (including without limitation the costs of
litigation, including reasonable attorneys' fees), for property (real and
personal) damage, personal injury or death, fines, or penalties arising in
whole or in part out of acts or omissions in the preparation and content
(including design, engineering, and specifications) of the Process Design
Package for the Licensed Facilities.
6.08 Licensee agrees to indemnify and hold harmless Licensor, its
Affiliates, their officers, directors, and employees from and against the
full amount of any and all claims, demands, actions, damages, losses, costs,
expenses, or liability whatsoever (including without limitation the costs of
litigation, including reasonable attorneys' fees), for property (real and
personal) damage, personal injury or death, fines, or penalties arising in
whole or in part out of acts or omissions outside the scope of or any
modification to the content (including design, engineering, and
specifications) of the Process Design Package for the Licensed Facilities.
6.09 Licensor's total obligation and liability to indemnify and hold
Licensee harmless for any and all claims (i) under this ARTICLE 6, including
but not limited to all expenses incurred by Licensor in assuming Licensee's
defense, making modifications to the Licensed Plant and for paying any
judgments or settlements on Licensee's behalf, or for any other reason
contemplated by this ARTICLE 6, (ii) for failure to meet any process
guarantees that
may have been provided under a separate agreement, or (iii) for any other
indemnification made by Licensor pursuant to this Agreement, shall in no
event exceed 50% of the total License Fees received from the Licensee for any
Licensed Plant that is subject to the above claims.
6.10 Licensee's total obligation and liability to indemnify and hold
Licensor harmless for any and all claims (i) under this ARTICLE 6 including
but not limited to all expenses incurred by Licensee in assuming Licensor's
defense and for paying any judgments or settlements on Licensor's behalf, or
for any other reason contemplated by this ARTICLE 6, or (ii) for any other
indemnification made by Licensee pursuant to this Agreement, shall in no
event exceed 50% of the total License Fees received by Licensor from Licensee
for any Licensed Plant that is subject to the above claims.
7. CONFIDENTIALITY AND LIMITATIONS
7.01 Licensee agrees that any Confidential Information disclosed by
Licensor or an Affiliate directly or indirectly to Licensee during the period
from the date of Licensee's execution of the Confidentiality Agreement
through the term of this Agreement, will be kept confidential by Licensee for
a period of fifteen (15) years after the date of each disclosure, but not to
exceed five (5) years after the termination of this Agreement or fifteen (15)
years from the Effective Date, whichever last occurs, with the same standard
of care Licensee uses to protect its own similar confidential information
and, except as otherwise provided in this Agreement, will not be disclosed to
others or copied or duplicated (except for internal use), and will be used by
Licensee solely as it relates to this Agreement, and for no other purpose,
including Licensee's research, development or commercial activities related
to the Conversion Process for its own account. To the extent reasonably
necessary to carry out the purposes of this Agreement, Licensee may disclose
any of the foregoing information to an Affiliate, provided that the Affiliate
has agreed in writing to be bound by this Agreement.
7.02 Licensor agrees that any Confidential Information disclosed by
Licensee or an Affiliate directly or indirectly to Licensor during the term
of this Agreement will be kept confidential by Licensor for a period of
fifteen (15) years after the date of each disclosure, but not to exceed five
(5) years after the termination of this Agreement or fifteen (15) years from
the Effective Date, whichever last occurs, with the same standard of care
Licensor uses to protect its own similar confidential information, and except
as otherwise provided in this Agreement, will not be disclosed to others or
copied or duplicated, and will be used by Licensor solely in the development,
marketing and licensing of the Conversion Process, and for no other purpose.
Licensor may disclose such Confidential Information to third parties who have
executed a secrecy agreement with confidentiality terms similar to the
confidentiality provisions of this Agreement. To the extent reasonably
necessary to carry out the purposes of this Agreement, Licensor may disclose
any of the foregoing information to an Affiliate, provided that the Affiliate
has agreed in writing to be bound by the relevant provisions of this
Agreement.
7.03 A Party shall not be subject to the restrictions set forth in SECTIONS
7.01 and 7.02 as to the disclosure, duplication or use of disclosed
Confidential Information, which the receiving Party can prove by competent
evidence (a) was already known to the receiving Party or an Affiliate prior
to the disclosure thereof by the disclosing Party; (b) is or becomes part of
the public knowledge or literature without breach of this Agreement by the
receiving Party but only after it becomes part of the public knowledge or
literature; (c) shall otherwise lawfully become available to the receiving
Party or an Affiliate from a third party but only after it becomes so
available and provided the third party is not under obligation of
confidentiality to disclosing Party; or (d) is developed by the receiving
Party or an Affiliate independently of any disclosure by the disclosing Party
to the receiving Party or an Affiliate under this Agreement or independently
of any joint research and development activities of Licensee and Licensor
which may occur under a separate agreement. Any Confidential Information
disclosed shall not be deemed to fall within the confidentiality exceptions
of this Section 7.03 merely because it is embraced by more general
information. In any such case set forth in SECTION 7.03(a), (b), (c), and
(d), the receiving Party shall keep confidential and not disclose to any
third party that any such
information was also made available to or acquired by the receiving Party or
an Affiliate from the disclosing Party, and such release from the secrecy
obligation shall not be considered as a license to make, sell, use or operate
under any of the disclosing Party's proprietary rights.
7.04 The receiving Party shall limit access to the Confidential Information
disclosed to it to those employees of the receiving Party or an Affiliate who
reasonably require the same and who are under a legal obligation of
confidentiality on the terms set forth in SECTION 7.01 and SECTION 7.03. The
receiving Party shall be responsible to the disclosing Party for the
performance by its employees of their confidentiality obligations. The
receiving Party shall keep a record of any Confidential Information marked
"Limited Access" and the identity of each employee who has access to
Confidential Information so marked. The receiving Party shall inform the
other Party of the identity of each such employee within 30 days of
disclosure.
7.05 In the event that a Party which is recipient of Confidential
Information from the other Party is requested or required by deposition,
interrogatory, request for documents, subpoena, civil investigative demand or
similar process to disclose any such Confidential Information, the receiving
Party shall provide the disclosing Party with prompt written notice of such
request or requirement prior to making the requested disclosure, and shall
cooperate with the disclosing Party so that the disclosing Party may seek a
protective order or other appropriate remedy or, if the disclosing Party so
elects, waive compliance with the terms of this Agreement. In the event that
such protective order or other remedy is not obtained, the receiving Party
may disclose only that portion of the Confidential Information which the
disclosing Party is advised by counsel is legally required to be disclosed.
7.06 The Parties agree that they will each take all actions and execute all
documents, and shall cause their employees, agents and contractors to take
all actions and execute all documents as are necessary or appropriate to
carry out the provisions of this ARTICLE 7 or
to assist each other in securing protection of intellectual property and
Confidential Information referenced in this ARTICLE 7.
7.07 With respect to any catalyst furnished by Licensor to Licensee for use
by Licensee at the Licensed Facilities, Licensee will not, and Licensee will
not allow any other person to, analyze, break down, reverse engineer or
otherwise seek to determine the chemical composition, except for loss on
ignition and bulk density, of any such catalyst, except that Licensee shall
be entitled to (a) perform analyses that Licensor may from time to time
specifically authorize in writing, to the extent required for monitoring the
performance of the Licensed Facilities and for regeneration, reclamation or
disposal of spent catalysts, such authorization not to be unreasonably
withheld, and (b) provide results of the aforementioned analyses to other
parties to the extent required for regeneration, reclamation or disposal of
spent catalysts, but only after such other parties have entered into an
agreement with Licensor in a form attached hereto as EXHIBIT E of the
attached Site License Agreement. Licensor will be provided with a copy of
all such analyses which has been approved in writing prior to release to
other parties.
8. ASSIGNMENT AND TRANSFERS
8.01 Except for assignment to an Affiliate or the successor in interest, by
purchase or otherwise, of Licensee (but specifically excluding Exxon
Corporation, Royal Dutch Shell, Sasol Limited or any entity in which they
have an equity interest), which may be made without written consent of
Licensor, this Agreement shall not be assignable by Licensee without the
prior written consent of the Licensor, which consent will not be unreasonably
withheld. Licensee will promptly notify Licensor in writing of any
assignment to an Affiliate, or such successor in interest. Except for
assignment to an Affiliate, or such successor in interest, any attempted
assignment of this Agreement by Licensee without consent of Licensor shall be
void.
8.02 In the event of the transfer of Licensee's Participating Interest in any
Licensed Plant
to another Person other than an Affiliate, Licensee shall obtain such
Person's unconditional execution of the Site License Transfer Letter set
forth in EXHIBIT F of the Site License Agreement, and submit such Letter to
Licensor, whereupon if Licensor gives its written consent, such consent not
to be unreasonably withheld, then such Person to whom such Site License
Agreement shall have been transferred shall be substituted for Licensee for
all purposes in connection with such Licensed Plant. Licensor's refusal to
consent may be justified by Licensor's reasonable concern that assignee will
not comply with the terms of this Agreement. A transfer of Licensee's
Participating Interest does not relieve Licensee of its confidentiality
obligations under this Agreement with respect to Confidential Information
associated with such transferred Participating Interest.
9. TERM AND TERMINATION
9.01 This Agreement shall extend for a period of fifteen (15) years following
the Effective Date, or five (5) years following the effective date of the last
Site License Agreement issued under this Agreement, whichever last occurs.
9.02 Upon the written notice from Licensor to Licensee of any material default
under this Agreement (including any material default under a Site License
Agreement), other than as noted in SECTION 2.05 (c), all rights of Licensee
under SECTION 2.05 of this Agreement, shall be suspended until such default is
cured by Licensee. Licensee's or an Affiliate's right to operate any Licensed
Plant which is in compliance with its Site License Agreement shall not be
affected by either a default under this Agreement or a default under another
Site License Agreement for another Licensed Plant. If a material default under
this Agreement shall continue for a period of one year following written notice
of such default to Licensee from Licensor without being cured by Licensee, then
Licensor shall have the right to (a) suspend all rights of Licensee under this
Agreement, or (b) terminate this Agreement upon written notice to Licensee. The
actions by Licensor under this SECTION 9.02 shall not prejudice Licensor from
enforcing any claim which it may have for damages or otherwise on account of the
default.
9.03 Termination of this Agreement shall not:
(a) relieve a Party of its obligations to account for and pay all
amounts due the other Party under this Agreement and all Site License
Agreements executed by the Parties under this Agreement;
(b) affect any rights granted Licensee under Site License Agreements
in effect on the date of termination;
(c) affect any rights granted under ARTICLE 4 with respect to Licensee
Patent Rights and Licensee Technical Information, which shall survive
termination in accordance with its terms; or
(d) affect the obligations of Licensor and Licensee under ARTICLES 6
and 7 and SECTIONS 8.02 and 10.02, which shall survive termination in
accordance with their terms.
9.04 No Party to this Agreement shall be in default in performing its
obligations under this Agreement to the extent that performing such
obligations, or any of them, is delayed or prevented by revolution, civil
unrest, strike, labor disturbances, epidemic, accident, fire, lightening,
flood, storm, earthquake, explosion, blockage or embargo, or any law,
proclamation, regulation or ordinance, or any other cause that is beyond the
control and without the fault or negligence of the Party asserting the
benefit of this SECTION 9.04. Each Party shall do all things reasonably
possible to remove the cause of such default.
9.05 Licensee shall have the right to terminate this Agreement in its sole
discretion, with or without cause, upon the delivery of written notice of
termination to Licensor no less than ninety days prior to the date of such
termination.
10. MISCELLANEOUS
10.01 This Agreement embodies the entire intent of the Parties and merges
all prior oral and written agreements between the Parties hereto with respect
to subject matter hereof. No
stipulation, agreement, representation or understanding of the Parties hereto
shall be valid or enforceable unless contained in this Agreement or in a
subsequent written agreement signed by the Parties hereto. In the event of a
conflict between this Agreement and a Site License Agreement executed
pursuant to this Agreement, this Agreement will govern.
10.02 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA, WITHOUT REGARD TO
CONFLICT OF LAW PROVISIONS THEREOF. The Parties expressly and irrevocably
consent and submit to the jurisdiction of any federal or state court sitting in
Wilmington, Delaware and agree that, to the fullest extent allowed by law, such
Delaware federal courts, shall have jurisdiction over any action, suit or
proceeding arising out of or relating to this Agreement. The Parties each
irrevocably waive, to the fullest extent allowed by law, any objection either of
them may have to the laying of venue of any such suit, action or proceeding
brought in any state or federal court sitting in Wilmington, Delaware based upon
a claim that such court is inconvenient or otherwise an objectionable forum.
Any process in any action, suit or proceeding arising out of or relating to this
Agreement may, among other methods, be served upon any Party by delivering it or
mailing it to their respective addresses set forth herein. Any such delivery or
mail service shall be deemed to have the same force and effect as personal
service in Wilmington, Delaware. The parties agree that the provisions of this
SECTION 10.02 relating to jurisdiction and venue shall not be deemed to be the
consent by any party to the exclusive jurisdiction or venue of any federal or
state court sitting in Wilmington, Delaware.
10.03 This Agreement does not grant and shall not be construed as granting
any license, authorization or consent, to either Party by the other Party
hereto, to use any name, trademark, service ▇▇▇▇ or slogan of the other
Party. A Party shall not use the other Party's name without written consent,
except for the identification of the other Party as a Licensee or Licensor of
Licensor Technology. The terms of this Agreement will be maintained in
confidence by each Party subject to the same standard of care each Party uses
to protect its confidential information, except as required by law. A press
release which includes the
name of the other Party must have prior written approval of the other Party,
except as required by law.
10.04 Failure of either Licensor or Licensee at any time or from time to time
to exercise any of its rights under this Agreement or to insist upon strict
performance of the other Party's obligations hereunder shall not be deemed a
waiver of or to limit any of such rights or obligations with respect to such
rights or obligations or any subsequent occurrence.
10.05 Licensee may publish the existence of this Agreement but agrees not to
disclose, without the written consent of the Licensor, any of the terms of this
Agreement or any portion thereof, or any amendment concerning the same, except
to Persons directly involved with design, financing, construction, or operation
of a Licensed Plant on a need-to-know basis or as required by law.
10.06 Licensee agrees that all Licensor information, technology, patents,
and the product produced directly by the use thereof, when used outside the
United States of America, shall be used by Licensee subject to and in
accordance with regulations of any department or agency of the United States
of America and shall not be re-exported or trans-shipped to any destination
requiring the approval of the United States Government for such
re-exportation or trans-shipment until a request to do so has been submitted
to and approved by the United States government and notice of such approval
has been provided to Licensor.
10.07 Should any part or provision of this Agreement be held unenforceable
or in conflict with the law of any state or of the United States of America
or of any foreign country, the validity of the remaining parts or provisions
shall not be affected by such holding.
10.08 All notices hereunder shall be addressed to the Parties as follows:
(a) If to Licensor:
Syntroleum Corporation
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇. ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
Phone No.: (▇▇▇) ▇▇▇-▇▇▇▇
ATTN: Office of the President
with copy to:
Syntroleum Corporation
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇. ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
Phone No.: (▇▇▇) ▇▇▇-▇▇▇▇
ATTN: Office of the General Counsel
(b) If to Licensee:
Enron Capital & Trade Resources Corp.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
Phone No.: (▇▇▇) ▇▇▇-▇▇▇▇
ATTN: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Director
with copy to:
▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, L.L.P.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇. ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
Phone No.: (▇▇▇) ▇▇▇-▇▇▇▇
ATTN: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Any notice required or permitted to be given under this Agreement by one of
the Parties to the other shall be deemed to have been sufficiently given for
all purposes hereof if mailed by registered or certified mail, postage
prepaid, addressed to such Party at its address indicated above,
electronically transmitted and acknowledged by the other Party or by actual
delivery of written notice to the other Party.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
Effective Date.
Licensor
SYNTROLEUM CORP.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
----------------------------------------
▇▇▇▇ ▇. ▇▇▇▇
President and Chief Operating Officer
Date: January 12, 1998
Licensee
ENRON CAPITAL & TRADE RESOURCES CORP.
By: /s/ J. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
----------------------------------------
Name: J. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Title: Vice President
-------------------------------------
Date: January 12, 1998