Example 2-1: Definitions

For the purpose of this Agreement, the words and terms listed below shall have the following meaning:

a) The term “Licensed Product” shall mean the finished (…) composite and any other composites containing the chemical compound covered by the Patents, Know-How (these are hereinafter defined) and/or other technical technical furnished by Company, which are manufactured by Licensee.

b) The term “Territory” shall mean (…).

c) The term “Patents” shall mean those patents and patent applications covering Licensed Product or any process of making it which Company owns or controls, the application date of which is on or before the Effective Date hereinafter defined of this Agreement.

d) The term “Know-How” shall mean written or tangible secret proprietary technical including scientific or chemical data, formulation and stability techniques, safety and efficacy studies, processes, and experience, whether of a technical or economic nature, for the manufacture, use and sale, of the Licensed Product, which are in the possession of Company, on the effective Date hereinafter defined of this Agreement and are conveyed to Licensee by having been marked “Confidential” by Company.

Example 2-2: Definitions

As used in this Agreement the following terms have the following meanings when used with a capital first letter:

a.The term “Products” shall mean those products in Appendix 1 hereto.

b.The term “Patents” shall mean the patents and patent applications described in Appendix 2 insofar as they apply to Products.

c.The term “Technical” shall mean secret proprietary technical including data, experience, formulae, processes, techniques, and knowhow, whether of a technical, engineering, operational or economic nature, for the manufacture, storage, handling of Products, which is conveyed to Licensee by Company, its agents or employees, whether In writing or orally, or obtained by Licensee by observation, or as a result of Its manufacture, use, storage or handling of Products.

d.The term “Net Selling Price” shall mean the invoiced price on a sale of Products by Licensee in the Territory defined hereinafter, less sales taxes, packing costs, transport costs, insurance costs 1 Insured, credit on Products returned and usual trade discounts. Products shall be deemed to be sold when they are invoiced.

e.The term “Territory” shall mean … only.

Example 2-3: Definitions

As used in this Agreement, the following terms have the following meanings respectively:

1. “Patents” means those patents, utility models and designs and applications therefore now owned by ABC in the Territory pertaining to the Licensed Products, which are listed In Appendix I attached hereto and made a part hereof, and shall Include also all the patents, utility models and designs which will issue on the said applications.

2.”Technical” means all the technical knowledge, know-how data and technical developed or otherwise acquired by ABC pertaining to the manufacture, use and sale of the Licensed Products and defined more specifically in Appendix 2 attached hereto and made a part hereof.

3.”Exclusive Territory” means the UK

“Non-Exclusive Territory” means Vietnam and Laos.

“Territory” means the Exclusive Territory and the Non- exclusive Territory.

4.”Net Selling Price” means the gross selling price of the Licensed Products as Invoiced by XYZ, less the following items to the extent that they are included in the gross selling Price:

a.sales, excise and added value taxes.

b.custom duties.

c.packaging, transportation, insurance and warehouse charges.

d. trade and quantity discounts.

e.credits for the returned goods.

f.interests in case of deferred payment.

g.agent’s commissions.

h.CIF UK port price of any component of part of the Licensed Products purchased from ABC and incorporated in the Licensed Products so sold.

In the event the Licensed Products are used by XYZ, leased to customers or sold to the affiliated companies of XYZ, “Net Selling Price” for said transaction means the Net Selling Price at which XYZ customarily sells the Licensed Products to the customers in bona fide, arm’s length transactions.

5. “Trademarks” means the trademarks which are registered or applied for registration In the Territory and listed in Appendix 3 attached hereto and made a part hereof.

6. “Effective Date” means the date of the validation of this Agreement by the Japanese Government.