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Sample Agreement – Not For Signing

Grace v. 041019

UNIPOL® POLYPROPYLENE LICENSE AGREEMENT

between

[LICENSEE]

and

GRACE TECHNOLOGIES, INC.

CONTRACT NO._________________________

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Table of Contents
Background ..........................................................................................................................3
1. PROJECT AND PROJECT ADMINISTRATION .....................................................3
2. TECHNOLOGY DISCLOSURE AND TECHNICAL ADVICE ...............................6
3. TRAINING ..................................................................................................................8
4. IMPROVEMENTS ....................................................................................................10
5. GRANT ......................................................................................................................12
6. LICENSOR CATALYST SYSTEMS .......................................................................14
7. FEES AND EXPENSES ............................................................................................14
8. INVOICES, PAYMENTS AND RECORDS ............................................................17
9. TECHNICAL DOCUMENT AND UUPC SOFTWARE WARRANTIES ..............20
10. PERFORMANCE WARRANTY ..........................................................................20
11. PATENT INDEMNITY.........................................................................................24
12. OTHER WARRANTIES, INDEMNITIES, AND INSURANCE .........................27
13. SECRECY..............................................................................................................29
14. SAFETY REQUIREMENTS.................................................................................32
15. FORCE MAJEURE ...............................................................................................33
16. ASSIGNMENTS....................................................................................................34
17. GOVERNING LAW, JURISDICTION AND GOVERNMENT APPROVAL ....35
18. TERMINATION OR EXPIRATION OF THE AGREEMENT ............................35
19. MISCELLANEOUS PROVISIONS ......................................................................37
20. DEFINITIONS .......................................................................................................39
APPENDIX A – REACTION BATTERY LIMITS ..........................................................48
APPENDIX B – CLIENT TEAM AND TYPICAL RESPONSIBILITIES ......................49
APPENDIX C – TECHNICAL DOCUMENT CONTENTS ............................................50
APPENDIX D – BIDDING CONTRACTORS .................................................................63
APPENDIX E – UNIPOL UNIPPAC® PROCESS CONTROL SOFTWARE SERVICES
AND DELIVERABLES ....................................................................................................64
APPENDIX F – LICENSEE'S FEEDSTOCK
SPECIFICATION.....................................77
APPENDIX G – CONTENTS OF TRAINING
PROGRAMS………………..…………86
APPENDIX H – PERFORMANCE WARRANTY DATA ..............................................91
APPENDIX I - TEST RUN PROCEDURE ......................................................................94
APPENDIX J – SAFETY STANDARDS .........................................................................97
APPENDIX K – PATENTS ..............................................................................................99
APPENDIX L – ELECTRONIC DOCUMENT HANDLING ........................................106
APPENDIX M - SERVICE DESCRIPTION……………… ……………………….…107
APPENDIX N - WORKING CONDITIONS AND SUPPORT FOR LICENSOR’S
REPRESENTATIVE………………………………………………………….………..111
APPENDIX O - PAID-UP SERVICES……………………………………...…………115

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UNIPOL® POLYPROPYLENE LICENSE AGREEMENT

THIS UNIPOL® POLYPROPYLENE LICENSE AGREEMENT is made, as of the


Effective Date, by and between:
 Grace Technologies, Inc. (hereinafter referred to as “Licensor”), a Subsidiary of W.
R. Grace & Co.-Conn. (“Grace-Conn.”), both having offices at 7500 Grace Drive,
Columbia, Maryland, U.S.A. and
 _________________ (hereinafter referred to as “Licensee”), a _______________
corporation having offices at_________________________________________.
Background
Licensor Controls (i) certain patents and technology related to the UNIPOL® gas-phase,
fluidized bed polymerization process to manufacture polypropylene homopolymers and
copolymers and (ii) the right to grant the licenses to use such patents and technology.
Licensee desires to build and operate [one or more reactor lines] to manufacture certain
polypropylene homopolymers and copolymers using the Licensed Process. Licensor is
willing to provide a technology license, rights to use process control software, technical
documentation, technical assistance and training to Licensee in support of the project, in
accordance with the terms and conditions set forth below.
Therefore, the Parties agree as follows:
1. PROJECT AND PROJECT ADMINISTRATION
1.1 Project Summary. Licensee intends to proceed with a Project to design, construct,
commission, Start-Up and operate the following Reactor Line, which shall
produce the following Licensed PP Products:
Number of Reactor
Line(s)
Reactor Line Location
Nameplate Capacity
Licensed PP Products Homopolymer, Random Copolymer, & Impact
Copolymer
Other Description Design Capacity is based on 8,000 hours /year.
1.2 Licensor Assistance Summary. Licensor shall provide the following assistance to
Licensee in support of the Project:
(a) As further described in Article 2, Licensor shall supply Technical
Documents, technical information and assistance for the process design of
the Reactor Line and for the UUPC Software.
(b) As further described in Article 3, Licensor shall train a limited number of
employees of Licensee in the Licensed Technology and the operation of
the Licensed Process.
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(c) As further described in Article 4, Licensor shall exchange information
with Licensee about Improvements to the Licensed Process.
(d) As further described in Article 5, Licensor shall grant Licensee a license to
design, construct, operate and maintain the Reactor Line, use the UUPC
Software at the Reactor Line and to use and sell the Licensed PP Products
made in the Reactor Line in all countries of the world.
(e) As further described in Article 6, Licensor’s Affiliates will offer Licensor
Catalyst Systems to Licensee for use in the Reactor Line.

Licensor’s duty to assist Licensee under this Agreement shall only extend to ISBL
portions of the Licensed Process and the Reactor Line, as shown in Appendix A.
1.3 Licensee Responsibility Summary. Except as expressly stated in this Agreement,
Licensee is responsible for the Project and all costs and activities associated with
it. In particular, Licensee is responsible for:
(a) detailed engineering, procurement, design and construction of the Reactor
Line;
(b) creation of detailed operating procedures for the Reactor Line;
(c) operation and maintenance of the Reactor Line and all associated
facilities;
(d) environmental regulatory matters;
(e) hiring, retention and supervision of all personnel who work in the Reactor
Line; and
(f) technology rights and know-how that relate to OSBL portions of
Licensee’s facilities.
1.4 Licensee Obligations for UUPC Software. With regard to the installation, Start-
Up and Commissioning of the UUPC Software, Licensee shall provide the
following:
(a) Installed Distributed Control System (DCS) for use in the Reactor Line.
Such DCS shall include the Object Linked and Embedded (OLE) for
Process Control (OPC Server), Process Data Communication bridge as
defined in Exhibit B of Appendix E, and configuration of data tags
associated with the DCS, to help facilitate the implementation of UUPC
Software.
(b) All facilities, software, equipment, hardware, materials and services that
are required for the installation and use of the UUPC Software at the
Reactor Line, other than those supplied by Licensor under Section 2.5.
This includes, but is not limited to, Windows computing platform,
configuration of SCS/DCS Signal list and DCS configuration and
installation of the OPC Server.

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(b) Process Computer Operator Work Stations and UUPC Software server
described in Exhibits C-1 and C-2 of Appendix E.
(c) Remote access to the UUPC Software server for Licensor so that Remote
Support can be done with the consent of both parties. Licensor will not
remotely access the UUPC Software server, except with the prior consent
of Licensee, and only with Licensee personnel present in the relevant
control room or computer room.
1.5 Licensor Client Team. Licensor shall appoint a Client Team to lead its
performance under this Agreement, and shall designate the leader of the Client
Team. Licensor shall provide contact information to Licensee for each member
of the Client Team. Appendix B lists usual members of the Client Team and the
roles that they usually perform. Licensor may change the members and
organization of the Client Team with notice to Licensee.
1.6 Licensee Project Team. Licensee shall designate a Project Team to serve as
contacts for the Client Team, and designate the leader of the Project Team. The
Project Team shall contain at least a commercial representative, a manufacturing
representative and a project manager. Licensee shall provide contact information
to Licensor for each member of the Project Team. Licensee may change the
members and organization of the Project Team with notice to Licensor.
1.7 Language. All interactions between Licensee and Licensor relating to the Project
shall take place in the English language. All documents, instruction and
assistance that Licensor provides shall be in the English language. If Licensee’s
personnel require translators, Licensee shall supply translators at its own expense.
1.8 Licensor Representatives, Affiliates and Contractors. Licensor may fulfill any of
its obligations under this Agreement using employees of Affiliates or qualified
contractors. All provisions of this Agreement that refer to “Licensor
Representatives” shall include and apply equally to such Affiliates and contractors
and to employees of Licensor, Affiliates and contractors.
1.9 Selection of FEED, EP or EPC contractors. Licensee may select contractors to
prepare basic engineering, detailed engineering, procurement and to construct the
Reactor Line. The Front End Engineering Design (FEED), Engineering and
Procurement (EP) or Engineering Procurement and Construction (EPC)
contractor(s) shall be Bidding Contractors from the list in Appendix D, or other
qualified contractors approved by Licensor. Qualified contractors selected to the
FEED and qualified contactors selected to undertake the EP services or EPC
services for the Reactor Line must, in each case, have reasonable prior experience
in the design of polyolefin processing plants (i.e. within the last ten (10) years
from the contracting office which will perform or manage the services). Licensor
shall not unreasonably withhold approval from qualified contractors, but Licensor
may withhold approval from contractors that materially participate in (or have an
Affiliate that materially participates in) the licensing of polyolefin technology or
the manufacture or sale of catalysts for making polyolefins or is a Restricted
Party. Licensee shall contract directly with the contractors for their services, and
shall be responsible for all payments and other obligations to the contractors.
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2. TECHNOLOGY DISCLOSURE AND TECHNICAL ADVICE
2.1 Introductory Design Conference. Licensor will conduct an Introductory Design
Conference with Licensee at a site designated by Licensor at a mutually agreed
time after receipt of the payment in Sections 7.1(a) and 7.2(a). At the
Introductory Design Conference, the Parties shall review and confirm the design
basis for the Process Design Package. At the close of the Introductory Design
Conference, the design basis for the Reactor Line shall be fixed. If Licensee
orders changes to the design basis after the Design Confirmation Date, Licensor
shall be entitled to additional compensation for the cost of implementing the
changes in the Technical Documents, and Delivery dates under Section 2.2 shall
be recalculated treating the date when both Parties accept the change order as the
date when the Parties confirm the design basis.
2.2 Technical Documents. After the Parties confirm the design basis for the Process
Design Package in writing, Licensor shall deliver the Technical Documents set
forth in the immediately following table to Licensee in electronic form (native
and/or PDF format as noted) provided that Licensee accepts Licensor’s guidelines
for proper handling, storage and protection of highly-confidential electronic
documents in Appendix L, otherwise paper copies shall be provided:

Document Timing
Electronic
Copies

Technology Manual 1 PDF within 2 months after Licensor receives the


payments outlined in Section 7.1(a), 7.1(b),
7.2(a) and 7.2(b).

Process Design 1 PDF and within 6 months after the Parties confirm design
Package 1 Native basis and provided that Licensor receives the
payments outlined in Section 7.1(a), 7.2(a) and
7.2(b).

Typical Operating 1 PDF and at least 6 - 12 months prior to the projected


Guidelines Manual 1 Native Start- Up Date and provided that Licensor
receives the payments outlined in Section
7.1(a), 7.1(b), 7.2(a) and 7.2(b)

The Technical Documents shall disclose Licensed Technology relevant to ISBL


portions of the Reactor Line.
2.3 Technical Assistance from Licensor’s Facilities. The Client Team shall be
available from Licensor’s facilities during the Disclosure Period to consult on the
following topics:

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(a) interpretation and clarification of the Process Design Package and other
Technical Documents;
(b) Safety and operability requirements;
(c) operating and maintenance procedures;
(d) spare parts requirements;
(e) quality control facilities and procedures;
(f) equipment vendor qualifications;
(g) customer product technical service issues;
(h) support for the UUPC Software; and
(i) ISBL process performance aspects of the Licensed Process or the Licensed
Technology that the Parties agree is appropriate for successful completion
of the Project.
Consultation may take place by telephone, e-mails, or face-to-face at Licensor’s
facilities as agreed between the Parties.
2.4 Technical Assistance and Services at locations other than Licensor’s Facilities.
(a) Licensor shall provide assistance and services up to Acceptance and post-
Acceptance to Licensee as described in Appendix M.
(b) Licensor may provide Services under this Agreement through Representatives.
Such Licensor Representatives who provide Services at facilities of Licensee or
any EPC Contractor shall work under the conditions and with the support outlined
in Appendix N and Licensee shall provide the working conditions as further
described in Appendix N.
(c) Licensee shall pay Licensor Per Diem under Section 7.6 and reimbursable
expenses provided hereunder as set forth in Section 7.7 of this Agreement for all
Services, except for Services provided from Licensor’s facilities that are part of
the License Fee and/or PDP Fee, which Services are listed in Appendix O.
(d) In the event that any Services provided under this Agreement are interrupted
due to the fault of Licensor or its Representatives, additional costs for Licensor’s
Representatives to leave and return to the Reactor Line or other Licensee location,
such as an EPC Contractor, shall be borne by Licensor. In the event that any
Services provided under this Agreement are interrupted due to reasons other than
the fault of Licensor or Licensor’s Representatives, additional costs for Licensor’s
Representatives to leave and return to the Reactor Line or other Licensee location,
such as an EPC Contractor, shall be borne by Licensee.
(e) Licensor shall have no duty to provide any Services under this Agreement
with any catalyst system other than Licensor Catalyst Systems.
2.5 Process Control Software.
(a) UUPC Software. Licensor shall provide to Licensee the UUPC Software
described in Exhibit A to Appendix E for use in the Reactor Line. The UUPC
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Software will be customized, as determined by Licensor, for the process and
mechanical design and DCS configuration in place at the Reactor Line. Section
12 in Appendix E outlines the schedule for the delivery of UUPC Software.
(b) Updates. Licensor shall provide Updates for the UUPC Software
functionalities outlined in Exhibit A to Appendix E for five (5) years starting on
the Installation Date of the UUPC Software.
2.6 Supplementary Disclosures. Licensor may disclose updates to the Licensed
Technology to Licensee orally or in writing during the Disclosure Period if
Licensor believes that the supplementary disclosure is reasonable and appropriate
to assist in the Project. The updates shall become part of the Licensed
Technology.
2.7 Excluded Technology. Licensor has no duty to disclose Excluded Technology to
Licensee, or to incorporate Excluded Technology into any Technical Document.
If Licensor does disclose any Excluded Technology, such disclosed Excluded
Technology within the scope of Confidential Information as defined in this
Agreement shall be subject to the confidentiality obligations of Article 13.
2.8 End of Technology Disclosure and Technical Advice. Licensor’s duties under
this Article 2 shall expire at the end of the Disclosure Period, except as provided
in Section 2.5(b), above, unless terminated earlier under Article 18 or extended by
written agreement of the Parties.
3. TRAINING
3.1 Process and Product Training. During the Disclosure Period, Licensor shall
conduct the following training programs at mutually agreed times and at
Licensor-designated facilities in the USA:
(a) Within thirty (30) to sixty (60) days after delivery of the Process Design
Package, Licensor shall conduct a technical training program for up to five
(5) consecutive business days relating to the Process Design Package for
up to ten (10) of Licensee’s professional or supervisory personnel after the
Process Design Package is delivered. Appendix G (1) shows a typical
outline for process training. Trainees will receive copies of the “Process
Orientation Training Manual” during the training program.
(b) Within sixty (60) days after delivery of the Technology Manual, Licensor
shall conduct a technical training program for up to five (5) consecutive
business days relating to Licensed PP Product for up to ten (10) of
Licensee’s professional or supervisory personnel after the Technology
Manual is delivered. Appendix G (2) shows a typical outline for product
training. Trainees will receive copies of the “Product Training Manual”
during the training program.
3.2 Operations Training.
(a) In addition to training under Section 3.1, Licensor shall provide operations
training set forth in Section 3.2(b) for employees of Licensee as
designated in the table below.
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TRAINEE CLASSIFICATIONS NUMBER TRAINING
PERIOD

Process Engineers/Production Engineers Up to 5 Up to 2


weeks

Shift Supervisors/Operators Up to 6 Up to 4
weeks

Maintenance Engineers Up to 2 Up to 1
week
(b) The training for Process Engineers, Production Engineers, Shift
Supervisors, Operators and Maintenance Engineers shall be conducted
concurrently by Licensor for the Training Period specified in Section
3.2(a) at mutually agreed times and at Licensor-designated facilities in the
USA. This operations training will consist of classroom style training and
use of Licensor’s virtual plant training simulator. Each trainee shall
receive an “Operations Training Manual” that contains relevant
information used in the training program.

3.3 Selection of Trainees. Licensee may select trainees at its own discretion, subject
to the following limits:
(a) Trainees must be employees of Licensee, except with consent of Licensor.
(b) Trainees must have sufficient technical education, experience and
proficiency in the English language so that they readily comprehend the
training without delay or inconvenience.
(c) Licensor requires that employees selected by Licensee to receive training,
withdraw from such training only for good cause and only after
consultation and approval of Licensee.
Licensee shall use reasonable efforts to ensure that trainees selected under this
Section 3.3 are assigned to work exclusively at the Reactor Line from the time of
precommissioning through the completion of all Test Runs.
3.4 Cost of Trainees. Licensee shall bear the cost of salaries, maintenance and travel
expenses that its trainees incur under this Article 3.
3.5 Expiration of Training Obligations. Licensor’s duties under this Article 3 shall
expire at the end of the Disclosure Period, unless terminated earlier under
Article 18. However, the Parties may agree to additional training for an
additional fee.

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4. IMPROVEMENTS
4.1 Improvements Defined. An “Improvement” is any new technology within the
scope of Licensed Technology that:
(a) is used for the Commercial manufacture of Licensed PP Products in the
Reactor Line; or
(b) is offered by Licensor as an Improvement to other licensees of the
Licensed Process; or
(c) is disclosed to Licensor by a third party UNIPOL® PP licensee that
participates in the exchange of Improvements with Licensor as
Commercial technology used to manufacture Licensed PP Products in the
Licensed Process,
after the Start-Up Date and before the end of the Improvement Exchange Period,
except for Excluded Technology and Major Advances. Improvements that are
first disclosed by Licensee are “Licensee Improvements.” Improvements that are
first disclosed by Licensor or a third party licensee of the Licensed Process are
“Licensor Improvements.”
4.2 Improvement Exchange. The Parties shall exchange information on
Improvements at least once per year, beginning after the Start-Up Date and
ending on the _[ ] anniversary of the Start-Up Date or the [ ] anniversary of the
Effective Date, whichever is earlier (hereinafter called the “Improvement
Exchange Period”).
(a) The Parties may exchange Improvements either in person at a mutually
agreed time and a site selected by Licensor, for example Licensor’s annual
improvement exchange meeting (TechX), if offered, or by
correspondence. At the election of Licensor, the Parties may participate in
separate exchanges for product and process/operation Improvements.
(b) In the exchange, each Party shall disclose to the other Party all
Improvements that it has not previously disclosed.
(c) Each Party shall disclose Improvements in sufficient detail so that a
recipient with reasonable skill and experience in the Licensed Process can
implement the Improvements.
(d) Each Party may further elect to disclose non-Commercial technology
during Improvements exchange at its own discretion. The Party shall
identify such technology as being non-Commercial. Non-Commercial
technology that a Party discloses as a part of Improvements exchange shall
be treated as an Improvement.
(e) Upon request, Licensor Representatives may observe the operation of
Licensee Improvements in the Reactor Line to the extent feasible.
4.3 License Under Licensor Improvements. The Grant in Section 5.1 grants Licensee
rights under Licensor Improvements. Patents that Licensor Controls that claim
Licensor Improvements shall become part of Patents.
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4.4 License Under Licensee Improvements.
(a) Licensee hereby grants to Licensor and its Affiliates an irrevocable,
global, non-exclusive, royalty free license to use Licensee Improvements
and to make, use and sell any product using Licensee Improvements.
Licensor may disclose and sublicense Licensee Improvements to current
licensees of the Licensed Process, under terms at least as restrictive as the
terms under which Licensor discloses Licensor Improvements, and to
future licensees.
(b) Licensee hereby grants to Licensor, its Affiliates and its sublicensees
under Section 4.4(a) an irrevocable, global, non-exclusive, royalty-free
immunity from enforcement under all patents now or hereafter Controlled
by Licensee or its Affiliates that claim any Licensee Improvements. This
immunity shall be binding upon subsequent owners of such patents.
4.5 No Warranties. EACH PARTY DISCLOSES AND LICENSES THE
IMPROVEMENTS AS-IS AND WITH NO WARRANTY. In particular, the
Technical Document Warranty, the Performance Warranty and the Patent
Indemnity shall not apply to Improvements.
4.6 Major Advances. During exchange of Improvements under Section 4.2, the
Parties shall notify each other of Major Advances that they have not previously
disclosed. Notice of Major Advances shall be sufficient for the recipient to
understand the general nature of the Major Advance and its advantages and
disadvantages. However, the notice need not be sufficient for the recipient to
practice the Major Advance. Upon request, a Party shall negotiate in good faith to
grant the other Party a license under Major Advances that it Controls. The
negotiated Major Advance license shall be commensurate in scope with the
relevant Improvements license in Section 4.3 or 4.4, and may require reasonable
consideration for the Party that Controls the Major Advance.
4.7 UUPC Technology. Notwithstanding the provisions of this Article 4, or any other
provision in the Agreement, any and all Updates, inventions, improvements,
developments, technical information and know-how, patentable and non-
patentable, which are made, discovered, or developed by or on behalf of Licensor
or any Licensor Representative related to the UUPC Software or in the course of,
or as a result of, the performance of the Services related to the UUPC Software,
shall be and remain the sole and exclusive property of Licensor or its Affiliates
throughout the world and shall not be Improvements subject to the provisions of
this Article 4.
4.8 End and Extension of Improvements Exchange. The Parties’ duties under this
Article 4 shall expire at the end of the Improvement Exchange Period, unless
terminated earlier under Article 18 or extended by further agreement of the
Parties. However, rights granted under Sections 4.3 and 4.4 during the
Improvement Exchange Period shall continue after the Improvement Exchange
Period ends. Upon request from Licensee, Licensor shall negotiate in good faith
to extend the Improvement Exchange Period. Licensor may charge Licensee a
participation fee for extending the Improvement Exchange Period.
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5. GRANT
5.1 License Grant. Licensor grants to Licensee a non-exclusive license under the
Patents, the Licensed Technology and Licensor Improvements to:
(a) design or have designed, construct or have constructed and maintain the
Reactor Line located in the Territory and further described in Section 1.1;
(b) make Licensed PP Products in the Territory in the Reactor Line by the
Licensed Process, up to the Nameplate Capacity, subject to the limitations
as set forth in this Agreement; and
(c) use and sell the Licensed PP Products made in the Reactor Line in all
countries of the world.
Licensor, its Affiliates and their successors shall not enforce Patents against direct
or indirect customers of Licensee with regard to the use or sale of Licensed PP
Products made in the Reactor Line under this Grant. This Grant is effective as of
the date when Licensor receives the first installment under Section 7.1(a).
5.2 Limited Catalyst Rights. The Grant in Section 5.1 includes a right to use in the
Reactor Line:
(a) Licensor Catalyst Systems supplied directly or indirectly by Licensor and
its Affiliates; and
(b) any other catalyst system that does not infringe patents of Licensor and its
Affiliates and that Licensee obtains without misuse or disclosure of
Licensor’s Confidential Information (including disclosure to catalyst
manufacturers or vendors).
Licensee shall not use in the Reactor Line any catalyst and/or donor that Licensee
knows infringes Patents Controlled by Licensor or its Affiliates.
5.3 Right to Use UUPC Software. Licensor grants to Licensee the paid-up, non-
exclusive, non-transferable right to use the UUPC Software for the production of
Licensed PP Products in the Reactor Line (including any subsequent expansion to
said Reactor Line), effective after completion of installation of the UUPC
Software at the Reactor Line and provided that all payments under Sections 7.4
are received by Licensor. Licensee may save one archival copy of the UUPC
Software in Licensee’s secure files for back-up purposes. Except as expressly
permitted in this Agreement, Licensee shall not use, sell, reproduce, distribute,
display or create derivative works from the UUPC Software. In particular,
Licensee shall not (1) provide a copy of the UUPC Software to any third party;
(2) use the UUPC Software to operate any facility other than the Reactor Line or
assist any third party to do so; (3) remove or modify any markings or any notice
of Licensor, its Affiliates and/or its licensor’s proprietary rights; and/or (4)
modify, decompile, reverse engineer, or otherwise attempt to discover the source
code of any of the UUPC Software. Subject only to limited rights to use the
UUPC Software as expressly set forth in this Section 5.3, all rights, title and
interest in and to the UUPC Software, including all related intellectual property
rights, will remain with and belong exclusively to Licensor and its Affiliates.
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5.4 No Sublicense Rights. Licensee has no authority to grant (and shall not grant)
sublicenses under this Agreement, except with the prior written consent of
Licensor. In particular, Licensee shall not grant any other individual or entity
(including Licensee’s Affiliates) any right or license to operate or maintain the
Reactor Line, except with express written consent from Licensor.
5.5 Capacity Growth. (a) Major Equipment, including Critical Equipment, in the
Reactor Line shall have the design capacity set out in the Process Design Package.
If Licensee wishes to produce more than the Nameplate Capacity in a calendar
year or to add, replace or modify the design capacity of the Critical Equipment,
then the provisions of Section 5.5(b) – (d), below, and Section 7.1(b) shall apply.
(b) Prior to Start-Up, if Licensee wishes to produce more than the
Nameplate Capacity or increase the Design Capacity of the Major Equipment
(including the Critical Equipment) above the Nameplate Capacity, Licensee will
notify Licensor in writing, and pay the License Expansion Fee to Licensor in
accordance with Section 7.1(b)(i).
(c) After Start-Up, if Licensee wishes to produce Licensed PP Product above
the Nameplate Capacity in a calendar year, without adding, replacing and/or
modifying the Design Capacity of the Major Equipment (including the Critical
Equipment), Licensee will notify Licensor in writing, and pay the License
Expansion Fee to Licensor in accordance with Section 7.1(b)(ii).
(d) After Start-Up, if Licensee wishes to add, replace or modify the Design
Capacity of the Major Equipment (including the Critical Equipment) to increase
the Nameplate Capacity, Licensee will notify Licensor in writing, and pay the
License Expansion Fee to Licensor in accordance with Section 7.1(b)(iii).
5.6 Excluded Uses. Licensee has no license to use (and shall not use) the Patents,
Licensed Technology, Improvements or Confidential Information of Licensor or
its Affiliates for any of the following Excluded Uses (either for its own benefit or
to assist a third party):
(a) To design, construct, operate or maintain any facility other than the
Reactor Line;
(b) To design, construct, operate or maintain the Reactor Line in any country
outside the Territory
(c) To grant licenses or sublicenses to any third party;
(d) To make any product other than Licensed PP Products;
(e) To, without additional license rights from Licensor, produce more than the
Nameplate Capacity in the Reactor Line or to add, replace or modify
Critical Equipment; or
(f) To make or sell any catalyst, including a Licensor Catalyst System, or to
assist a third party to research, develop, make or sell any catalyst.
Use of the Patents, Licensed Technology, Improvements or Confidential
Information of Licensor or its Affiliates by Licensee in any of the foregoing
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Excluded Uses is a material breach of this Agreement, unless another written
agreement by Licensor expressly authorizes such use.
6. LICENSOR CATALYST SYSTEMS
6.1 Licensor Catalyst Systems Offering. Licensor shall cause its Affiliates to offer
Licensee a non-exclusive opportunity to purchase Licensor Catalyst Systems
under a separate sales contract for use in the Reactor Line. The Licensor Catalyst
Systems offered shall be those which Licensor’s Affiliates offer for commercial
sale to non-Affiliates, which are consistent with the Grant, and which are
available in quantities sufficient to meet Licensee’s need without taking from
operations of Licensor’s Affiliates or from other pending customer orders.
Licensor and its Affiliates may change the composition of Licensor Catalyst
Systems and components or limit or cease production or sale of any Licensor
Catalyst Systems or components, except as limited by obligations in relevant sales
contracts.
6.2 Licensor Catalyst Systems are Confidential Materials. Licensor Catalyst Systems
are confidential materials of Licensor and its Affiliates. Licensee shall:
(a) not analyze the Licensor Catalyst Systems or components thereof received
from Licensor or its Affiliates or its suppliers to determine their
composition;
(b) not make available or sell such Licensor Catalyst System components to
others, without written permission from Licensor; and
(c) treat information about Licensor Catalyst Systems as Confidential
Information of Licensor and not make such information available to
others.
6.3 No Duty to Purchase. Licensee has no duty under this Agreement to purchase or
use Licensor Catalyst Systems. However, Licensor’s experience and know-how
in the Licensed Process are based on the use of Licensor Catalyst Systems. As a
result:
(a) The Performance Warranty is conditional upon the use of Licensor
Catalyst Systems from Start-Up until the end of the Test Runs; and
(b) The Patent Indemnity does not apply to any infringement that arises in
whole or in part from the use of catalysts other than Licensor Catalyst
System.
This Section 6.3 does not effect, invoke or modify any catalyst sales contract
between Licensee and Licensor or its Affiliates. Neither this Section 6.3 nor any
other provision of this Agreement provides any rights whatsoever to Licensee to
or in Licensor Catalyst Systems or the intellectual property therein.

14
7. FEES AND EXPENSES
7.1 (a) License Fee. Licensee shall pay to Licensor a License Fee of
________________ US Dollars (US $_______________________). The License
Fee shall be paid in four installments as follows:
(i) Thirty percent (30%) payable on the Effective Date;
(ii) Thirty percent (30%) payable upon the delivery of the
Process Design Package;
(iii) Thirty percent (30%) payable delivery of the Operations
Guidelines Manual or 18 months from the Effective Date, whichever is
earlier; and
(iv) Ten percent (10%) payable on the Start-Up Date or the
Long-Stop Date, whichever is earlier.
(b) License Expansion Fee.
(i) If before the plant Start-Up, the Design Capacity of the
Major Equipment (including the Critical Equipment) is increased or the
Licensee informs Licensor of its intent to, after Start-Up, produce more
than the Nameplate Capacity per calendar year, Licensee shall pay
Licensor a License Expansion Fee of ________US Dollars (US $_____)
per each metric ton of increased Design Capacity or intended production
above the Nameplate Capacity. Payment for such License Expansion Fee
will be lump sum due within thirty (30) days after the Licensee’s
notification to Licensor of an increase in the Design Capacity of the Major
Equipment (including the Critical Equipment) and/or Licensee’s intent to
increase the Nameplate Capacity. Once such lump sum fee is paid, the
Nameplate Capacity is adjusted to the paid increased Design Capacity or
intended production.
(ii) If, after Start Up, the Licensee produces more than
Nameplate Capacity or the Nameplate Capacity as adjusted under Section
7.1(b)(i), above, of Licensed PP Product in a calendar year without
adding, replacing or modifying the Design Capacity of Major Equipment
(including the Critical Equipment), Licensee shall pay Licensor a License
Expansion Fee of ___________ Dollars US ($______ US) per each ton of
Licensed PP Product produced in excess of the Nameplate Capacity or
adjusted Nameplate Capacity, as the case may be, in intervals of 50,000
metric tons per calendar year increments. Payment will be lump sum due
within thirty (30) days after the end of the calendar year in which such
increase is demonstrated. Once such lump sum fee is paid, the Nameplate
Capacity is adjusted to the paid increased production.
(iii) If, after Start-Up, the Licensee adds, replaces or modifies
Critical Equipment which increases the Design Capacity of the Major
Equipment (including the Critical Equipment), Licensee shall pay
Licensor a License Expansion Fee of ___________________ Dollars US

15
($______ US) per each ton of Licensed PP Product produced in excess of
previous year capacity in metric tons in intervals of 50,000 metric tons per
calendar year increments. Once such lump sum fee is paid, the Nameplate
Capacity is adjusted to the paid increased Design Capacity.
(iv) Any License Expansion Fees under this Section 7.1(b) are
in addition to the License Fees under Section 7.1(a).
(v) The License Expansion Fees set forth above in this Section 7.1(b) are
on a year 2019 basis and, starting in calendar year 2020, shall escalate at a
rate of 3.5% per calendar year.

7.2 PDP Fee. Licensee shall pay to Licensor a PDP Fee of


___________________________US Dollars (US $________________). The
PDP Fee shall be paid in two installments as follows:
(a) Fifty percent (50%) payable at the Effective Date; and
(b) Fifty percent (50%) payable upon notification that the Process Design
Package is ready to be delivered by electronic means regardless of the
actual delivery method.

7.3 Training Fee. Licensee shall pay Licensor a Training Fee of _________________
(US $________). The Training Fee shall be paid in two installments as follows:
a) Fifty percent (50%) payable upon the confirmation date for the first training
program outlined in either Sections 3.1 or 3.2 above; and
b) Fifty percent (50%) payable upon the completion of all training outlined in
Sections 3.1 and 3.2 above, or the Long Stop Date, whichever is earlier.

7.4 Lump Sum Fixed UUPC Software Fee. Licensee shall pay Licensor a Lump
Sum Fixed UUPC Software Fee of ___________________________US Dollars
(US $________________). This fixed fee shall be paid in three installments as
follows:
(a) Fifty percent (50%) payable upon the completiong of the Kick-Off
Meeting for the UUPC Software (see, Exhibit E, item 1);
(b) Forty percent (40%) payable upon completion of installation of the UUPC
Software at the Reactor Line; and
(c) Ten percent (10%) payable upon Start-Up or within four (4) months of the
Installation of the UUPC Software at the Reactor Line, whichever is
earlier.
7.5 Not Used.

16
7.6 Per Diem. Licensee shall pay to Licensor the per diem service fee of
____________________ Dollars US (US$ ______) per person per calendar day
(or fraction thereof), on a year 2019 basis and, starting in calendar year 2020,
shall escalate at a rate of 3.5% per calendar year, for all Services, except for the
Services listed in Appendix O. The application of the per diem rate includes each
day from the day of departure of such Licensor Representative from his/her home
site, until the return of the Licensor Representative to his/her home site.
7.7 Reimbursable Expenses. Licensee shall reimburse Licensor for all reasonable
travel, meal and lodging expenses incurred by Licensor Representatives to
provide Services under this Agreement, including expenses that Licensor must
reimburse under Appendix N. Expenses that are permitted under Licensor’s
travel policy shall be reasonable under this Agreement.
7.8 Non-Refundable Fees. The Fees set forth in this Article 7 are not refundable and
shall not be credited against other payments due under this Agreement or any
other agreement between Licensee and Licensor
7.9 Payment Security. Licensee shall secure payments of the fees under Sections 7.1
– 7.4 (& 7.5 if necessary) against a Standby L/C issued prior to the Effective Date
by a first class Western bank mutually agreed upon by Licensee and Licensor.
The Standby L/C shall be irrevocable until three months after the Long-Stop Date
and shall remain in effect until the last payment under Sections 7.1 – 7.4 (& 7.5 if
necessary) has been received by Licensor.

8. INVOICES, PAYMENTS AND RECORDS


8.1 Invoices. Licensor will send invoices for payments due under this Agreement to:
[Licensee Accounts Payable Address]
All fees in Article 7, are due within thirty (30) days after they become payable
under Article 7, without regard to the invoice or the day it is received. Licensee
may change the address for receiving invoices by giving written notice to
Licensor.
8.2 Taxes. Except as provided in this Section 8.2 and except for income taxes that
the United States and its political subdivisions impose on Licensor and its
Affiliates, Licensee shall be responsible for payment of all taxes, levy, excise,
assessments, duties, impost and other government fees and charges, whether
present or future, imposed on either Party or its Affiliates as a result of this
Agreement and activities under it.
(a) Licensee may deduct Withholding Taxes imposed in accordance with the
laws of the country where the license is to be used by Licensee or where
Services are to be performed by Licensor’s Representatives, from all
payments to Licensor, if Licensee remits the Withholding Tax to the
taxing authority which imposes the tax, and provides Licensor Proof of
Remittance. Licensee may deduct only the amount of Withholding Tax
that is shown on the Proof of Remittance. “Withholding Tax” means a
17
final tax imposed in lieu of an income tax on income paid by a tax resident
of one country to a resident of another. “Proof of Remittance” means an
official tax statement, receipt, or similar acknowledgement of payment,
provided by Licensee to Licensor, showing the tax remittance in respect of
the payments made by Licensee to Licensor.
(b) Licensee shall be solely responsible for non-Withholding Taxes, fees,
duties or charges. All such taxes, fees, duties and charges are in addition
to, do not reduce, and shall not be deducted from, the payments under this
Agreement. The Parties intend to put Licensor in the same position that
Licensor would have been in if no non-Withholding Taxes had been
levied.
8.3 Payment Instructions. Licensee shall pay all sums due under this Agreement in
US dollars by wire transfer to the following account:
Account Name: Grace Technologies, Inc.

Account Number: 8188065519

Account Holder Address: 7500 Grace Drive


Columbia, MD 21044

Routing/Transit for ACH: 071000039 (for domestic transfers)

Routing/Transit for 026009593


Wires:

Swift Code: BOFAUS3N (for international


transfers)

ACH Address: Bank of America


ACH Services
PO Box 27025
Richmond, VA 23261-7025

Wire Address: Bank of America,


100 West 33rd Street,

18
New York, NY 10001

Licensor may change the account at will by providing written notice to Licensee.
8.4 Records and Audits.
(a) Licensee shall maintain production records from which annual production
can be determined and shall provide Licensor which such production
records annually by January 31 following the end of each calendar year in
which the Reactor Line produces Licensed PP Product. Such production
reports shall be sent to the address for notices to Licensor as set forth in
Section 19.6 of this Agreement. Should production records for a given
calendar year show production in excess of the Nameplate Capacity,
Licensee shall provide payment for such excess capacity in accordance
with Section 7.1(b) with such production records.

(b) Upon request from Licensor, but no more than once per calendar year, the
records of Licensee may be audited by an independent auditor selected by
Licensor and approved by Licensee (such approval not to be unreasonably
withheld). Licensor shall pay the cost of the auditor, but Licensee shall
reimburse the cost of the auditor upon invoice from Licensor, if the
auditor finds production outside the Grant. If the audit shows production
in excess of the Nameplate Capacity, Licensee shall provide payment for
such excess capacity in accordance with Section 7.1(b).
8.5 Late Payments. Complete and timely payment of all sums due and payable under
Articles 7 and 8 is a material term of this Agreement and a condition precedent to
any performance by Licensor.
(a) If Licensee does not pay on time for any amounts due under Article 7,
Licensor may exercise its right to collect such past due payments against
the Standby L/C.
(b) Late payments under Article 7 of this Agreement shall accrue interest,
from the date when the payment was due until the date when Licensor
receives payment in full of all accrued principal and interest. The interest
rate shall be two (2) percentage points higher than the Three-Month
London InterBank Offered Rate (LIBOR), compounded monthly. If
LIBOR is unavailable, Licensor may choose a reasonable substitute.
(c) If Licensee does not pay on time, then Licensor may accelerate the due
date on all amounts owed Licensor, terminate this Agreement for breach
under Section 18.2 (after notice and failure to cure as provided in Section
18.2), or seek other remedies available for material breach at law or in
equity.

19
9. TECHNICAL DOCUMENT AND UUPC SOFTWARE WARRANTIES
9.1 Technical Document Warranty. Licensor warrants that Technical Documents
provided by Licensor under this Agreement shall meet relevant good engineering
standards generally accepted in the United States of America as of the Effective
Date. Licensor shall deliver corrected versions of any substandard Technical
Documents without further cost to Licensee, if Licensee notifies Licensor in
writing of the deficiency within one (1) year after Licensee receives the Technical
Document. THE CORRECTIVE REPERFORMANCE OF TECHNICAL
DOCUMENTS SHALL BE LICENSEE’S EXCLUSIVE REMEDY AND
LICENSOR’S AND ITS RELATED PERSONS’ EXCLUSIVE LIABILITY FOR
ANY BREACH OF THIS WARRANTY, AND LICENSEE WAIVES ANY
OTHER REMEDY.
9.2 UUPC Software Warranty. Licensor shall correct at its own cost any software or
programming defects in the UUPC Software resulting from nonconformance to
the Functional Specification that are reported by Licensee and which Licensor is
able to reproduce, prior to completion of all Test Runs, provided that such defect
or error did not result from (i) any changes or modifications to the UUPC
Software or Reactor Line or related site facilities or utilities implemented by
Licensee or any party other than any Licensor Representative, (ii) any
unauthorized or improper use of the UUPC Software, (iii) external causes, such
as, but not limited to, hardware, third party software, power failure or electric
power surges. Licensee shall be responsible for providing Licensor with all
information reasonably requested by Licensor to reproduce such defects reported
by Licensee. THIS SHALL BE LICENSEE’S EXCLUSIVE REMEDY
RELATING TO ANY ERRORS OR DEFECTS RELATED TO THE UUPC
SOFTWARE, AND LICENSEE WAIVES ANY OTHER REMEDY.
10. PERFORMANCE WARRANTY
10.1 Performance Warranty. Subject to the conditions and limitation in this Article 10,
Licensor warrants that the Reactor Line will meet the Performance Specifications
in Appendix H during Test Runs on [ ] Warranty Grades of Licensed PP Product
selected by Licensee. If the Reactor Line fails to successfully meet the
Performance Warranty Data in Appendix H for a tested Warranty Grade, Licensee
shall be entitled to remedies under Section 10.6.
10.2 Warranty Conditions. The Reactor Line must meet all of the following
requirements, as a condition for the Performance Warranty:
(a) The PMC, FEED, and EPC contractor(s) who design and build the Reactor
Line must be Bidding Contractors or other qualified PMC, FEED, and
EPC contractors approved by Licensor under Section 1.9.
(b) Licensee must conduct Engineering Reviews and Plant Construction
Reviews with Licensor in attendance, except for those that Licensor elects
not to attend.

20
(c) The Reactor Line must be built in accordance with the Technical
Documents, except for deviations that Licensor expressly approves in
writing. Licensee must implement corrections required by Licensor.
(d) The Reactor Line must have adequate staffing, in sufficient numbers and
with qualifications adequate to satisfy the requirements of Licensor’s chief
commissioning specialist.
(e) The Reactor Line must be operated in accordance with the Technical
Documents and using only Licensor Catalyst Systems from Start-Up until
after all Test Runs are complete.
A failure by Licensee to meet any of the Warranty Conditions shall void the
Performance Warranty with respect to the Reactor Line and act as an Acceptance
of the Reactor Line by Licensee, unless the Licensee corrects the failure within
ninety (90) days after the failure is identified.
10.3 Test Runs. The Test Runs shall take place as follows:
(a) Licensee shall select [ ] Warranty Grades of Licensed PP Product from
Appendix H, Part 1, and notify Licensor of its selection before or when the
Reactor Line is about 40% mechanically complete.
(b) The Parties shall jointly develop a detailed plan for Test Runs before the
Start-Up of the Reactor Line. The plan shall include selection and
identification of instruments to measure performance and detailed
instructions on production of Warranty Grades during the Test Runs.
(c) Test Runs shall occur at a time mutually agreeable to both Parties, after
both Parties agree that the Reactor Line:
(i) is mechanically complete and free of mechanical or control system
defects;
(ii) has completed pre-Commissioning, Commissioning and Start-Up;
and
(iii) has produced the relevant Warranty Grade at suitable production
rates for a period of at least twenty-four (24) hours under steady
state conditions, unless Licensor’s chief commissioning specialist
and Licensee mutually agree to a shorter period.
The Test Runs must begin no more than ninety (90) days after the Start-
Up Date and must be complete within ninety (90) days after the first Test
Run begins and before the Long-Stop Date, whichever is earlier. Failure
to begin or complete the Test Runs in the time permitted shall be
considered a waiver of Test Runs and Acceptance of the Reactor Line,
except to the extent that the delay is caused by default or Force Majeure
Event of Licensor.
(d) Licensee may choose to perform a Test Run for each Warranty Grade up
to the number defined in Section 10.1. Each Test Run shall take place
over seventy-two (72) continuous hours, unless Licensor’s chief
21
commissioning specialist and Licensee mutually agree to a shorter period.
During each Test Run, Licensee shall attempt in good faith to make the
Warranty Grade in the Reactor Line in accordance with the Technical
Documents and the technical advice and guidance from Licensor.
Appendix I contains detailed requirements for the Test Runs, including the
details for samples of Licensed PP Product for the Test Runs (see,
Appendix I, Sections 4(d) and 5).
(e) Licensee shall operate the Reactor Line during Test Runs using personnel
trained under Article 3, and shall test the samples collected in the Test
Run, using Analytical Test Methods listed in Appendix H, Part 2 in the
Licensee’s laboratory qualified by the Licensor’s quality control specialist.
(f) If, through no fault of Licensor, any Test Run is interrupted three (3)
times, then all Test Runs for the Licensed PP Products undergoing
production shall be deemed to be complete and to have fully satisfied the
Performance Specifications.
10.4 Requirements for Valid Test Runs. A Test Run is valid if throughout the entire
Test Run:
(a) The Reactor Line is mechanically complete and free of mechanical or
control system defects that affect the outcome of the Test Run, and the
critical calculation capability and supporting process control systems are
installed and operating correctly; and
(b) All instruments, meters and other devices are properly installed and
operating in accordance with good engineering practice and with the
manufacturers’ instructions and meet the design criteria set forth in the
Process Design Package; and
(c) The Reactor Line is operated in compliance with the requirements of
Section 10.3(e) and Appendix I; and
(d) All raw materials, purification catalysts, and auxiliary materials employed
meet the specifications set forth in Appendix F or the Technology Manual,
and are available in sufficient quantities; and
(e) All necessary utilities are available in sufficient amounts; and
(f) Through no fault of Licensor, any Test Run is interrupted three (3) times.
If a Test Run fails to meet any requirement of this Article 10, Licensor may
declare the Test Run invalid and require that it be re-performed.
10.5 Successful Test Runs. A Test Run is successful if the average performance of the
Reactor Line during the Test Run meets all Performance Specifications for the
Warranty Grade being tested. The successful Test Run fully satisfies the
Performance Warranty with respect to the applicable Warranty Grade. After a
successful Test Run on a Warranty Grade, no further Test Runs shall be
performed in the Reactor Line for that Warranty Grade. After the Reactor Line
performs a successful Test Run for all selected Warranty Grades as outlined in

22
this Article 10, the Performance Warranty shall be fully satisfied for the entire
Reactor Line, and Licensee shall within five (5) days deliver to Licensor a written
Acceptance of the Reactor Line under Section 10.8.
10.6 Unsuccessful Test Runs and Correction of the Reactor Line. A Test Run is
unsuccessful if the average performance of the Reactor Line during the Test Run
fails to meet any one or more of the Performance Specifications listed for the
Warranty Grade. After an unsuccessful Test Run, Licensor and Licensee shall
cooperate to identify and define the requirements to correct the cause for the
failure.
(a) On request from Licensor, Licensee shall operate the Reactor Line under
conditions selected by Licensor and shall permit Licensor to observe and
to inspect the Reactor Line during such operation. Licensee shall bear all
cost and expenses for such operation and inspection. If the failure is
caused by a defect in the Technical Documents or Licensed Technology,
Licensor shall bear the fees and expenses for the Licensor Representatives
who participate.
(b) (1) Either Party may propose corrections to the Reactor Line, its operation
or its feeds to meet the Performance Warranty. Upon Licensor’s written
proposal or written acceptance of Licensee’s proposal:
(i) Licensor will correct the Technical Documents to reflect the
correction, if necessary.
(ii) Licensee shall implement the written corrections within a
reasonable time, which shall not exceed the time allowed for
completion of Test Runs under Section 10.3(c).
(2) If the failure results from a defect in the Technical Documents or the
Licensed Technology, Licensor shall not charge Licensee for correction of
the Technical Documents and shall reimburse Licensee for the reasonable
direct cost of implementing corrections, subject to the cap in Section 10.7.
(3) If the failure results from any other cause, Licensor shall have no
liability therefor to Licensee and Licensee shall make no claim against
Licensor.
(c) (1) After corrections are completed under Section 10.6(b)(2), Licensee
shall re-perform the Test Run on a date that is acceptable to both Parties
within the time limit specified above.
(2) After corrections are completed under Section 10.6(b)(3), and after
Test Runs for all Warranty Grades have been completed, if Licensee wants
to re-perform the run on the same Warranty Grade that did not pass
previous Test Run, Licensor will assist and Licensee shall pay all costs.
(d) If the Reactor Line fails three valid Test Runs on a Warranty Grade due to
defects in the Technical Documents or Licensed Technology:
(i) No further Test Runs for the Warranty Grade shall be required;

23
(ii) Licensor shall have no duty to pay for further corrections with
respect to the Warranty Grade; and
(iii) Licensor shall select a single Test Run for each Warranty Grade to
serve as a basis for Liquidated Damages, and the Parties shall
calculate Liquidated Damages under Section 10.6(f),
unless the Parties agree otherwise.
(e) If three Test Runs are invalid, failed as a result of any causes other than a
defect in the Technical Documents or the Licensed Technology or the
conditions of Section 10.3(f) occurs, the Test Runs shall be waived, and
Licensee shall immediately deliver to Licensor a written Acceptance of the
Reactor Line under Section 10.8.
(f) Liquidated Damages. If Licensee is entitled to Liquidated Damages under
Section 10.6(d), the Parties shall calculate Liquidated Damages, using the
selected Test Runs as follows:
(i) Production Rate: __% of the License Fee for each full __%
deficiency.
(ii) Contained Total Monomer Ratio: __% of the License Fee for each
full __% of failure.
(iii) Catalyst Consumption: __% of the License Fee for each full __%
failure.
(iv) Product Quality: For each Warranty Grade that fails to meet any
specification for product quality set forth in Appendix H, Part 1B
Licensor shall pay Licensee __% of the License Fee.
The Parties shall agree on the calculation for Liquidated Damages and shall sign a
joint statement showing the Liquidated Damages. Licensee may submit an
invoice to Licensor for the Liquidated Damages. Licensor shall pay the
Liquidated Damages within thirty (30) days after receiving the invoice, by
electronic transfer to a bank account designated in the invoice.
10.7 Cap on Remedies. Licensor’s maximum out-of-pocket liability under Article 9
and this Article 10 shall not exceed _____ percent (__%) of the License Fee.
10.8 Acceptance of the Reactor Line. At any time, Licensee may waive any or all Test
Runs and Accept the Reactor Line, by a written document communicated to
Licensor. Licensee shall deliver a written Acceptance when required under this
Agreement. Acceptance of the Reactor Line constitutes satisfaction in full of
Licensor’s Performance Warranty and all other duties under this Article 10, and
irrevocably terminates Licensor’s obligations and Licensee’s rights under this
Article 10. After Acceptance, no further Test Runs shall be required of either
Party.
10.9 Sole Remedy. LIQUIDATED DAMAGES IN SECTION 10.6(f) AND
LICENSOR’S OBLIGATIONS UNDER SECTION 10.6(b)2 ARE LICENSEE’S
SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OF THE REACTOR
24
LINE TO SATISFY THE PERFORMANCE SPECIFICATIONS AND/OR
PERFORMANCE WARRANTY. LIQUIDATED DAMAGES ARE IN LIEU
OF ANY AND ALL OTHER REMEDIES AT LAW AND IN EQUITY, AND
LICENSEE WAIVES ANY OTHER REMEDY RELATING TO THE
PERFORMANCE SPECIFICATIONS OR THIS ARTICLE 10. THE
PERFORMANCE WARRANTY IS PERSONAL TO LICENSEE AND
LICENSOR. IT DOES NOT CREATE ANY RIGHTS ON BEHALF OF ANY
PERSON OR ENTITY OTHER THAN LICENSEE, AND IT DOES NOT
IMPOSE ANY OBLIGATION ON ANY RELATED PERSON OF LICENSOR.
11. PATENT INDEMNITY
11.1 Indemnified Patent Claims. An “Indemnified Patent Claim” is any claim for
damages or injunction brought against Licensee by a third party based upon the
actual or alleged infringement of a patent by the practice of the Licensed Process
in the Reactor Line, which claim meets all of the following conditions:
(a) The patent was granted in (name of country where Reactor Line is located)
before the Effective Date.
(b) The claim is made in arbitration, a lawsuit, or another official action that is
commenced within ten (10) years after the Effective Date or five (5) years
after Start-Up, whichever is earlier.
(c) The alleged infringement arises entirely within the Battery Limits of the
Reactor Line, and does not apply or rely on any OSBL process step.
(d) The alleged infringement arises from the practice of the Licensed Process
as specified in the Technical Documents and does not arise in whole or in
part from a change in the Licensed Process introduced by Licensee, an
Improvement, or non-Commercial technology as disclosed by Licensor.
(e) The alleged infringement does not arise in whole or in part from the use of
a polymerization catalyst other than Licensor Catalyst Systems.
(f) Licensor has not offered Licensee an alternate, non-infringing technology,
or ceased to use the allegedly infringing technology.
(g) Licensee Controls no rights under the patent and shares no more than five
percent common ownership with the patent owner.
11.2 Patent Indemnity. Licensor will defend and indemnify Licensee and hold
Licensee harmless against damages that result from each Indemnified Patent
Claim, up to the maximum liability set out in Section 11.4, if Licensee follows the
procedure for receiving indemnity in Section 11.3.
11.3 Indemnity Procedure. Licensee must provide the following support to Licensor,
as a material condition for the Patent Indemnity in this Article 11.
(a) Licensee shall not knowingly infringe a valid and enforceable patent that
may give rise to an Indemnified Patent Claim. If Licensee becomes aware
that a granted and unexpired patent claims any part of the Licensed

25
Process, Licensee shall promptly notify Licensor, and the Parties shall
discuss appropriate actions.
(b) Licensee shall give Licensor prompt written notice of any threat to bring
an Indemnified Patent Claim. If Licensee receives service of process on
an Indemnified Patent Claim, Licensee shall deliver a copy to Licensor
within seven (7) days.
(c) Licensee shall not settle or compromise an Indemnified Patent Claim or
admit to any contestable material fact, without the prior written consent of
Licensor. Upon request from Licensor, Licensee and its employees will
not discuss the Indemnified Patent Claim or matters relating to it with the
claimant, except in the presence of Licensor Representatives.
(d) Licensee shall permit Licensor to manage the defense against the
Indemnified Patent Claim, including selection of counsel and decisions on
trial strategies.
(e) Licensee shall permit Licensor to negotiate with the claimant and to settle
the Indemnified Patent Claim in a manner that does not impose any
substantial duties or burdens on Licensee. Licensor may settle the
Indemnified Patent Claim in a manner that requires modification of the
Reactor Line or the operation procedures of Licensee, if Licensor will
reimburse Licensee for the cost of such modifications.
(f) Licensee shall render all reasonable assistance (other than financial
assistance) to Licensor in the defense or settlement of any such action, at
the request of Licensor. In particular, Licensee shall give Licensor
reasonable access to Licensee’s records, employees and facilities that
contain information relevant to the Indemnified Patent Claim and its
defense. Licensee shall further make records and employees available as
necessary to provide evidence in court, upon request of Licensor.
(g) Licensee shall implement any reasonable alternate, non-infringing
technology offered by Licensor.
Licensee’s failure to comply with requirements in this Section 11.3 shall
irrevocably waive rights under Section 11.2 with respect to the relevant
Indemnified Patent Claim(s).
11.4 Damages and Limits on Damages. The indemnity in Section 11.2 applies only to
damages arising from infringement that takes place after Licensor receives notice
of the infringement under Section 11.3 (a) or (b). Licensor’s maximum liability
for all Indemnified Patent Claims pursuant to this Article 11 shall not exceed
______ percent (__%) of the License Fee.
11.5 No Indemnity for Improvements. Neither Party indemnifies or holds the other
Party harmless from damages resulting in whole or in part from the use or practice
of any Improvement or non-Commercial technology disclosed under Article 4 or
Sections 2.5 and 2.6.

26
12. OTHER WARRANTIES, INDEMNITIES, AND INSURANCE
12.1 Disclaimer of Other Warranties. ARTICLES 9, 10 AND 11 CONTAIN ALL
WARRANTIES AND INDEMNITIES THAT LICENSOR GIVES TO
LICENSEE WITH RESPECT TO THE REACTOR LINE(S), THE LICENSED
PROCESS, THE LICENSED PP PRODUCTS, THE UUPC SOFTWARE, THE
TECHNICAL DOCUMENTS, THE PATENTS, THE LICENSED
TECHNOLOGY, THE SERVICES, AND ALL OTHER MATTERS RELATING
TO THIS AGREEMENT. THE WARRANTIES AND INDEMNITIES IN
ARTICLES 9, 10 AND 11 ARE IN LIEU OF ANY OTHER EXPRESS OR
IMPLIED WARRANTIES AND INDEMNITIES. LICENSOR DISCLAIMS
(AND LICENSEE WAIVES) ANY AND ALL OTHER EXPRESS OR
IMPLIED WARRANTIES OR REPRESENTATIONS RELATING TO THIS
AGREEMENT AND ALL MATTERS AND THINGS PERTAINING TO IT.
NO OTHER WARRANTIES SHALL BE IMPLIED OR OTHERWISE
CREATED BY ANY LAW, STATUTE OR REGULATION.
12.2 Each Party Responsible for Its Own Personnel. Each Party shall be responsible
for its own personnel under this Agreement.
(a) LICENSOR SHALL DEFEND AND INDEMNIFY LICENSEE AND
HOLD LICENSEE HARMLESS AGAINST ANY CLAIM OR
LIABILITY ARISING FROM ILLNESS, INJURY OR DEATH OF
LICENSOR’S EMPLOYEES OR OTHER REPRESENTATIVES THAT
ARISES FROM LICENSOR’S PERFORMANCE UNDER THIS
AGREEMENT.
(b) LICENSEE SHALL DEFEND AND INDEMNIFY LICENSOR AND
HOLD LICENSOR HARMLESS AGAINST ANY CLAIM OR
LIABILITY ARISING FROM ILLNESS, INJURY OR DEATH OF
LICENSEE’S EMPLOYEES OR OTHER REPRESENTATIVES THAT
ARISES FROM LICENSEE’S PERFORMANCE OF THE PROJECT OR
OPERATION OF THE REACTOR LINE.
12.3 Licensee Responsible for Its Own Products and Facilities. Licensee controls and
is responsible for the design, construction, maintenance, supervision, operation
and safety of its products and its facilities and the equipment therein (including
the Licensed PP Products and the Reactor Line). Licensor and its Related Persons
are technical advisors and do not control the design, construction, maintenance,
supervision, operation and safety of Licensee’s products or facilities or the
equipment therein (including the Licensed PP Products and the Reactor Line).
This assignment of responsibility is not changed by the Licensor’s performance or
nonperformance under this Agreement (including technical services, disclosure,
advice, guidance, reviews, inspections and training hereunder).

27
12.4 Indemnity and Release. In view of the Parties’ roles, and as a material
consideration for Licensor’s commitment to perform for the fees recited in this
Agreement:
(a) LICENSEE HEREBY ASSUMES THE RISK FOR ANY DAMAGE TO
OR LOSS OF PROPERTY OWNED OR CONTROLLED BY
LICENSEE OR LICENSEE’S RELATED PERSONS ARISING FROM
THIS AGREEMENT OR ACTIVITIES OF EITHER PARTY OR ITS
RELATED PERSONS UNDER THIS AGREEMENT. LICENSEE
FURTHER AGREES TO RELEASE, AND HEREBY RELEASES,
LICENSOR AND ALL OF LICENSOR’S RELATED PERSONS FROM
ANY AND ALL RESPONSIBILITY FOR SUCH DAMAGE TO OR
LOSS OF PROPERTY.
(b) LICENSEE SHALL DEFEND AND INDEMNIFY LICENSOR AND
LICENSOR’S RELATED PERSONS AGAINST ANY AND ALL
LIABILITY OR LOSS ARISING FROM ACTIVITIES OF LICENSEE
AND ITS RELATED PERSONS UNDER THIS AGREEMENT,
INCLUDING FROM USE OF THE REACTOR LINE OR THE
LICENSED TECHNOLOGY BY LICENSEE OR ITS RELATED
PERSONS OR FROM PRODUCTS MADE IN THE REACTOR LINE.
12.5 THE RELEASE AND INDEMNITY IN SECTIONS 12.2 AND 12.4:
(a) APPLY REGARDLESS OF ANY ACTUAL OR ALLEGED
NEGLIGENCE OR STRICT LIABILITY OR BREACH OF
WARRANTY OR OTHER LEGAL RESPONSIBILITY OF THE
INDEMNIFIED PARTY OR ITS RELATED PERSONS,
(b) APPLY (BUT ARE NOT LIMITED) TO ALL PERSONAL INJURIES,
ILLNESSES, AND DEATHS, AND TO ALL PROPERTY LOSSES
AND DAMAGES, NOT ONLY OF THE PARTIES TO THIS
AGREEMENT, BUT ALSO OF EACH AND EVERY OTHER PERSON,
AND
(c) INCLUDE BUT ARE NOT LIMITED TO ALL ATTORNEY’S FEES
AND OTHER LITIGATION EXPENSES.
The release and indemnity in Sections 12.2 and 12.4 do not apply to loss or
liability proximately caused by the wanton disregard or willful misconduct of the
indemnified Party or its Related Persons.
12.6 No Extraordinary Damages. A PARTY AND ITS RELATED PERSONS
SHALL NOT BE LIABLE TO THE OTHER PARTY OR THE OTHER
PARTY’S RELATED PERSONS FOR ANY CONSEQUENTIAL, SPECIAL,
PUNITIVE, EXEMPLARY, INDIRECT OR INCIDENTAL DAMAGES
ARISING FROM THIS AGREEMENT OR PERFORMANCE UNDER THIS
AGREEMENT OR ARISING FROM AN INDEMNIFIED CLAIM UNDER
THIS AGREEMENT (INCLUDING LOSS OF ANTICIPATED PROFITS,
LOSS OF USE, OR LOSS OF PRODUCT), EXCEPT FOR VIOLATIONS OF
SECTION 5.6 OR ARTICLE 13 OR FOR FRAUD, GROSS NEGLIGENCE,
28
WILLFUL MISCONDUCT OR WANTON VIOLATION OF THIS
AGREEMENT. THIS WAIVER APPLIES REGARDLESS OF WHETHER OR
NOT THE DAMAGES WERE FORESEEABLE, AND REGARDLESS OF THE
THEORY OR CAUSE OF ACTION UPON WHICH THE DAMAGES MIGHT
BE BASED.
12.7 Maximum Liability Cap. THE MAXIUMUM LIABILITY OF LICENSOR AND
ITS RELATED PERSONS TO LICENSEE AND ITS RELATED PERSONS
ARISING FROM THIS AGREEMENT AND ACTIVITIES UNDER IT SHALL
NOT EXCEED _____ (__%) OF THE LICENSE FEE. THIS MAXIUMUM
LIABILITY CAP INCLUDES, BUT IS NOT LIMITED TO, ALL LIABILITY
UNDER ARTICLES 9, 10 AND 11; ALL TORT LIABILITY ARISING FROM
NEGLIGENCE OR GROSS NEGLIGENCE; AND ALL LIABILITY FOR
NON-WILLFUL OR NON-MATERIAL BREACH OF THIS AGREEMENT.
HOWEVER, THIS MAXIUMUM LIABILITY CAP DOES NOT APPLY TO
LIABILITY FOR DAMAGES THAT ARE DIRECTLY AND PROXIMATELY
CAUSED BY WANTON DISREGARD, WILLFUL MISCONDUCT OR
WILLFUL, MATERIAL BREACH OF THIS AGREEMENT BY LICENSOR
OR LICENSOR’S RELATED PERSONS. ALL CREDITS APPLIED AGAINST
THE LICENSE FEE AND ALL OTHER SUMS WITHHELD BY LICENSEE
FROM PAYMENTS UNDER THIS AGREEMENT (EXCEPT FOR
WITHHOLDING OF CREDITABLE TAXES) SHALL BE TREATED AS
LIABILITY OF LICENSOR APPLIED AGAINST THIS MAXIUMUM
LIABILITY CAP.
12.8 Compliance with Applicable Law. The provisions of Sections 12.2 through 12.7
shall be effective to, and only to, the maximum extent, scope and amount
permitted by the applicable law, and shall be so construed, interpreted and
enforced by any reviewing arbitrator or court. If such provisions are determined
to exceed the maximum extent, scope or amount of protection permitted by the
applicable law, said provisions shall be construed, interpreted and enforced so as
to preserve the maximum protection that is permitted by the applicable law.
12.9 Insurance. Licensee shall maintain a responsible program of purchased insurance
or self-insurance (“Program”) for the Reactor Line during the term of this
Agreement, which shall include general liability insurance and insurance against
damages to the Reactor Line with commercially reasonable limits of coverage.
The Program shall have primary responsibility for all liability or loss that it
covers, before all purchased insurance or self-insurance otherwise available to
Licensor or Licensor’s Related Persons. Insurers who provide insurance under
the Program shall not have recourse against Licensor or its Related Persons, and
shall execute formal waiver of all subrogation rights against Licensor and
Licensor’s Related Persons. Licensee shall be solely responsible for all premiums
and all deductible or self-insured retentions associated with the Program.
13. SECRECY
13.1 “Confidential Technical Information” Defined. “Confidential Technical
Information” means:
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(a) all technical information, know-how and data that Licensor discloses
directly or indirectly to Licensee under this Agreement and/or a Licensor
Representative discloses while performing Services, including Licensed
Technology, Technical Documents, Improvements and the UUPC
Software;
(b) all technical information, know-how and data relating to the Licensed
Process, the Licensed Technology or the UUPC Software that Licensor
disclosed to Licensee pursuant to any prior confidentiality agreement
entered into in contemplation of this Agreement; and
(c) all copies of the UUPC Software in the possession or control of Licensee,
except for information that is excluded under Section 13.5. Confidential
Technical Information shall include all information developed by Licensee that is
based upon, arises out of, and/or is derived from such Confidential Technical
Information.
13.2 Secrecy and Non-Use Obligations for Confidential Technical Information. For a
period of twenty five (25) years after the Effective Date or twenty (20) years after
the end of the Improvement Exchange Period, whichever is longer, the Licensee
shall:
(a) not use the Confidential Technical Information, except as expressly
licensed under this Agreement;
(b) not disclose the Confidential Technical Information, except as expressly
permitted under this Agreement, or include the Confidential Information
in any presentation, or otherwise make it available to others (including
patent offices or potential purchasers of the Reactor Line);
(c) limit access to the Confidential Technical Information to its own
Representatives who require that access to perform the Project and/or
operate the Reactor Lines, provided those Representatives are subject to
obligations no less restrictive than this Agreement; and
(d) not file any patent, utility model or design application based upon, derived
from or disclosing any of the Confidential Information.
Licensee shall not permit any third party to operate the Reactor Line without the
prior written consent of Licensor.
13.3 “Confidential Business Information” Defined. “Confidential Business
Information” means non-public, non-technical information relating to the
Licensed Process, the Reactor Line or the Licensed PP Products that either Party
discloses to another for the purposes of the Project, except for information that is
excluded under Section 13.5. This Agreement and its terms are Confidential
Business Information disclosed by Licensor and received by Licensee.
13.4 Secrecy and Non-Use Obligations for Confidential Business Information. A Party
that receives Confidential Business Information under this Agreement shall
maintain it in confidence and not disclose it to others for a period of five (5) years

30
after receipt, except that the period of confidentiality for this Agreement and its
terms shall be twenty five (25) years from the Effective Date or twenty (20) years
after the end of the Improvement Exchange Period, whichever is longer.
13.5 Exclusions. “Confidential Technical Information” and “Confidential Business
Information” shall not include any information that the recipient can show, by
written records:
(a) was publicly known prior to receipt from the discloser;
(b) has become publicly known through no fault of the recipient;
(c) was known to the recipient, without duty of secrecy or non-use, prior to
receipt from the Licensor; or
(d) was provided to the recipient, without duty of secrecy or non-use, by a
third party who owes no duty of secrecy to discloser.
13.6 Legally Compulsory Disclosure. Notwithstanding Sections 13.2 and 13.4, a
recipient may disclose Confidential Information when required by operation of
law, regulation or court order. The recipient must give the discloser reasonable
advance notice of the impending disclosure and use reasonable efforts, in
cooperation with the discloser, to obtain confidential treatment for the
Confidential Information. Disclosure that is necessary to obtain rights which are
not essential to the Project (such as disclosure for the purposes of obtaining patent
rights) shall not be considered “required by operation of law, regulation or court
order” under this Section 13.6.
13.7 Feedback. Any information, recommendations, feedback and suggestions that
Licensor receives from Licensee under this Agreement (“collectively “Feedback”)
relating to the UUPC Software and/or catalysts used with the UUPC Software
may be used by Licensor to improve the UUPC Software and may be used and
disclosed by Licensor and its Affiliates in support of their business activities with
third parties without the prior written consent of Licensee; provided further, that
such disclosure shall only pertain to information that will improve the processes
and services of Licensor or its Affiliates and is disclosed to third parties without
reference that the said information was acquired from Licensee. Licensee agrees
to not provide any Feedback that Licensee knows or has reason to believe is
subject to any third party intellectual property rights or would disclose third party
confidential information. Licensor and its Affiliates shall have a royalty-free,
worldwide, transferable, sub-licensable, irrevocable and perpetual license to
incorporate into the UUPC Software or otherwise use any Feedback received by
Licensor, its Affiliates and/or any Licensor Representative from the Licensee.
13.8 Affiliates. Licensee shall not disclose Confidential Technical Information to its
Affiliates, except with prior written permission of Licensor. In particular,
Licensee shall not disclose any Confidential Technical Information to any owner
of equity in Licensee based on ownership status. Either Party may disclose
Confidential Business Information to its Affiliates, if those Affiliates agree to
terms of confidentiality at least equal to the terms in the Agreement. A Party that
receives Confidential Information shall be liable to the disclosing Party for any
31
disclosure or misuse of the Confidential Information by the receiving Party’s
Affiliates.
13.9 Permitted Disclosure to EPC Contractors and Equipment and Material Suppliers.
(a) Licensee may disclose the entire Process Design Package to an EPC
Contractor that is a Bidding Contractor.
(b) Licensee may disclose the Process Design Package (except for the Process
Design Data Report) to approved EPC Contractors that are not Bidding
Contractors, to the extent reasonable and necessary for purposes of the
Project provided that such approved EPC Contractors disclose the contents
of the Process Design Package to only those employees who require
access to such information for the purposes of the EPC Contractor’s
involvement in the Project.
(c) Licensee may disclose Confidential Technical Information to relevant
suppliers and service providers only if such disclosure is not prohibited by
U.S. or other applicable laws or regulations and only as necessary to
obtain goods or services required for the Reactor Line, if:
(i) each supplier and installer agrees in writing to hold the
Confidential Information in confidence under terms at least as
stringent as the terms in this Article 13, and Licensor has
independent rights to enforce that duty; and
(ii) the supplier or installer does not materially participate in (or have
an Affiliate that materially participates in) the licensing of
polyolefin technology or the manufacture or sale of catalysts for
making polyolefins.
No other Confidential Technical Information may be disclosed to
suppliers or installers. Licensee shall not disclose any of the Technical
Documents in their entirety to any suppliers or installers without the
express prior written authorization of Licensor.
13.10 Electronic Document Handling. Licensee and its contractors shall follow the
Electronic Document Handling Guidelines in Appendix L when handling
electronic documents that contain Confidential Information, including documents
received from Licensor or documents generated by an EPC Contractor for the
Project.
13.11 After Expiration. Even after the obligations of Section 13.2 or 13.4 expire or are
terminated, Licensee shall not use Confidential Technical Information or
Confidential Business Information for any Excluded Use.
13.12 Export Compliance. Licensee shall not export, re-export or transfer any
technology or products received from Licensor in violation of any applicable
government’s export-control, sanctions or customs laws or regulations, including
those of the United States. This obligation survives termination of this
Agreement. Without limiting the foregoing, Licensor shall not export, re-export

32
or transfer the Licensed Technology or release, transfer, assign, or sublicense the
Licensed Technology received from Licensor to a Restricted Party.
14. SAFETY REQUIREMENTS
14.1 Follow Local Safety Rules. Representatives of either Party who visit any facility
of the other Party pursuant to this Agreement shall observe all safety and other
regulations which are in effect at such facility. The owner of the facility shall
disclose the relevant rules to Representatives of the other Party who visit the
facility.
14.2 Reactor Line Safety and Review. The Reactor Line and procedures used in it
must meet at least the safety standards contained in Appendix J when Licensor
Representatives are present, and where applicable as stated in Appendix J areas
and facilities near the Reactor Line must meet the relevant safety standards
contained in Appendix J. On request before or during Services at the Reactor
Line, Licensee shall:
(a) certify that the Reactor Line and the operating conditions and procedures
in the Reactor Line meet at least the safety standards listed in Appendix J;
(b) permit Licensor to review the safety of the Reactor Line and of the
operating conditions and procedures to be used therein; and
(c) correct safety deficiencies identified by Licensor.
14.3 Safety Standards are Compulsory for Licensor Representatives. Licensee
acknowledges that Licensor’s Representatives must follow the safety and health
standards of Licensor and of the US Government when in facilities of Licensee.
Licensor’s Representatives will not enter or remain in a facility where those safety
standards are not met, or where toxic or flammable vapors have been released.
Licensor’s Representatives will not participate in firefighting and/or emergency
medical support (EMS) activities in Licensee’s facilities.
15. FORCE MAJEURE
15.1 Force Majeure Event. A “Force Majeure Event” is any cause outside the control
of a Party that renders lawful performance of a duty under this Agreement
impossible or impractical which the affected Party cannot prevent or avoid by the
exercise of due diligence, including governmental action, epidemic, lightning,
earthquake, fire, storm, floods or other act of nature, war, strike, lockout, riot,
breakage or accidents, inability to obtain equipment, supplies or utilities, or other
civil or industrial disturbance.
15.2 Effect of Force Majeure. If a Force Majeure Event makes the lawful performance
of a duty under this Agreement (except for payment of money under Article 7)
impossible or impractical, the Party affected by the Force Majeure Event may
postpone its performance of the duty without default or breach, and the terms of
this Agreement shall be automatically extended for a period equal to the length of
the delay due to and justified by the Force Majeure Event. Neither Party may
claim penalties, interests, rebates or any other compensation or participation in
damages as a result of default caused by the Force Majeure Event.
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15.3 Notice of Force Majeure. The Party claiming Force Majeure shall give notice of
Force Majeure Event to the other Party within thirty (30) days after the
occurrence of the Force Majeure Event. The notice shall include the date and
nature of the Force Majeure Event. The affected Party shall exercise due
diligence to remedy the Force Majeure Event but shall not be required to settle
any strike, lockout or other industrial disturbance.
15.4 Termination After One Year. If Force Majeure continues for a period of more
than one year, the non-affected Party may terminate this Agreement under
Section 18.3.
15.5 Restricted Travel. Notwithstanding any other term of this Agreement, Licensor’s
Representatives may comply with any travel ban, travel restriction or travel
advisory issued by Licensor or an agency of the US Government. Licensor shall
give Licensee notice of any relevant travel ban, restriction or advisory that
Licensor knows is likely to alter its performance under this Agreement. The
Parties shall cooperate to advance the Project as reasonable in a manner consistent
with the travel ban.
16. ASSIGNMENTS
16.1 Assignment by Licensor. During the Disclosure Period and the Improvement
Exchange Period, Licensor may assign this Agreement to Affiliates of Licensor or
to a non-Affiliate that acquires substantially all of Licensor’s polypropylene
licensing business. Any other assignment shall require consent from Licensee,
which shall not be unreasonably withheld. After the end of the Improvement
Exchange Period, Licensor may assign this Agreement at will.
16.2 Assignment by Licensee. The rights under this Agreement are personal to
Licensee. Until secrecy under Article 13 expires, Licensee may not assign this
Agreement, except with the prior written consent of Licensor, which shall not be
unreasonably withheld. Licensor may reasonably withhold consent with respect to
an assignee that materially participates in (or has an Affiliate that materially
participates in) the licensing of polyolefin technology or the manufacture or sale
of catalysts for making polyolefins or with respect to an assignee that is a
Restricted Party. Licensor may require, as a condition of consent, that the
assignee agree to terms and conditions that Licensor reasonably believes are
necessary for the protection of Licensor’s Confidential Information. Licensee
shall not sell the Reactor Line for use by anyone except an assignee of this
Agreement.
16.3 Assignment by Others. A receiver, liquidator or trustee appointed for Licensee or
the Reactor Line shall have the same limits and conditions on sale and assignment
that Section 16.2 imposes upon Licensee.
16.4 Effect of Assignment. This Agreement shall inure to the benefit of an assignee
permitted under Sections 16.1 to 16.3, if the assignee agrees in writing to be
bound by and faithfully discharge all of the obligations of the assignor under this
Agreement.

34
(a) If a Party assigns this Agreement to its Affiliate, the Party shall remain
liable for any breach of this Agreement by the assignee during the entire
term of this Agreement.
(b) If a Party assigns this Agreement to a non-Affiliate, the Party shall remain
liable for any breach of this Agreement by the assignee during the period
ending five (5) years after the date of the assignment or the date of
Acceptance, whichever is later.
(c) Even after an assignment is complete, Licensee shall be bound by the
terms of this Agreement relating to Confidential Information or to
Excluded Uses. In addition, Licensee shall remain bound by Articles 7
and 8 with respect to any payment that is payable before the assignment,
and shall remain bound by Articles 11 and 12 with respect to any liability
or patent indemnity that arises in whole or in part from before the
assignment.
16.5 Unauthorized Assignments. Any assignment or attempted assignment of this
Agreement that is not expressly authorized herein shall be null and void.
17. GOVERNING LAW, JURISDICTION AND GOVERNMENT APPROVAL
17.1 Governing Law. This Agreement shall be construed, and its performance shall be
enforced, in accordance with the laws of the State of New York without recourse
to the conflicts of law principles of the State of New York.
17.2 Consent to Jurisdiction. Both Parties consent to jurisdiction and venue in the US
District Court for the Southern District of New York, solely for the purpose of
litigating any case or controversy arising from the interpretation or enforcement
of this Agreement.
17.3 Government Approval.
(a) If necessary, Licensor shall obtain any export license that US law requires
in order to disclose the Licensed Technology to Licensee.
(b) Licensee shall be responsible for obtaining all other licenses, registrations
and other approvals that are required to render this Agreement
enforceable.
(c) Further, Licensee shall be responsible for obtaining all licenses, permits,
registrations and other approvals that are required to proceed with the
Project.
(d) Licensee shall notify Licensor, within ten (10) days of the Effective Date,
whether any permits, licenses, registrations and other approvals are
required to render this Agreement enforceable or to proceed with the
Project. In the event of Licensee’s failure to obtain such necessary
licenses, permits, registrations and other approvals under Section 17.3(a)
and/or 17.3(b), Licensee may claim Force Majeure.
(e) Licensee will deliver to Licensor a copy of all licenses, registrations or
other approvals that Licensee has obtained to render this Agreement
35
enforceable within thirty (30) days of Licensee receipt thereof. Licensor
may terminate this Agreement under Section 18.4 if Licensee has not
obtained all such required licenses, registrations and other approvals to
render this Agreement enforceable by the second (2nd) anniversary of the
Effective Date.
18. TERMINATION OR EXPIRATION OF THE AGREEMENT
18.1 Expiration. This Agreement is effective as of the Effective Date and unless
terminated earlier or extended by mutual agreement of the Parties, this Agreement
shall expire upon Acceptance, except that:
(a) Articles and Sections that state a different expiration time shall expire at
the time stated;
(b) Articles 7 and 8 shall not expire until Licensee has paid all payments that
accrued before the end of the Acceptance, including both principal and
interest.
(c) The right to audit for production above the Grant shall not expire.
(d) Article 13 (except for Sections 13.10 and 13.11) shall expire at the later of
twenty-five (25) years after the Effective Date or twenty (20) years after
the end of the Improvement Exchange Period.
(e) Articles 12 (except for Section 12.9), 16, 17 and 18 shall not expire.
Sections 5.4, 5.5, 5.6, 6.2, 6.3, 10.7, 10.8, 10.9, 13.10 and 13.11 shall not
expire.
18.2 Termination for Breach. If:
(a) a Party substantially fails to perform any material obligation or condition
required by this Agreement in the time and manner herein provided, and
(b) the defaulting Party fails to cure the default within sixty (60) days after the
non-defaulting Party gives written notice thereof,
then the non-defaulting Party may terminate this Agreement immediately by
written notice of termination to the defaulting Party. Notice of termination must
be given within ninety (90) days after the expiration of the sixty (60)-day default
period. Termination of this Agreement pursuant to this Section 18.2 shall be in
addition to, and shall not be exclusive of or prejudicial to, any other rights or
remedies, at law or in equity, which the non-defaulting Party may have on
account of the default of the other Party. The waiver by either Party of a single
default or any series of defaults, shall not deny a Party the right to terminate this
Agreement for any subsequent default.
18.3 Other Grounds for Early Termination. Either Party may further terminate this
Agreement immediately by giving written notice to the other Party, if:
(a) the other Party becomes insolvent;
(b) a Force Majeure Event delays performance by the other Party for more
than one year.
36
Licensor may further terminate this Agreement if:
(c) voluntary or involuntary proceedings in bankruptcy are commenced by or
on behalf of or against the Licensee and not dismissed within ninety (90)
days; or
(d) Licensee loses its right or ability to control access to the Reactor Line in
any circumstance; or
(e) Licensee loses its right or ability to control access, other than disclosures
made in compliance with Section 13.6, to the Confidential Information by
reason of any judgment, law, regulation or court order, so that Licensee is
unable to fully perform its obligations under Article 13 of this Agreement;
or
(f) Licensee loses its right or ability to proceed with the Project; or
(g) Licensee assigns any rights under this Agreement or any part of the
Reactor Line for the benefit of creditors without prior written consent of
Licensor; or
(h) a receiver or trustee is appointed for any part of the Reactor Line or the
Licensed Technology in Licensee’s possession.
18.4 Effect of Early Termination. If this Agreement is terminated under either
Section 18.2 or 18.3 or both:
(a) This Agreement shall terminate immediately except as expressly stated
herein.
(b) Licensee shall not retain any continuing right or license under Patents, the
Licensed Technology or the Licensed Process.
(c) Licensee shall return to Licensor all hard copies and electronic copies of
the Technical Documents in the possession or under the control of
Licensee, its Related Persons or contractors, and shall destroy all other
documents, whether in hard copy or electronic form, in the possession of
Licensee that contain or reflect Confidential Information of Licensor.
Upon request from Licensor, Licensee shall confirm that this obligation
has been fulfilled.
(d) Licensee shall return to Licensor all copies of the UUPC Software in the
possession or under the control of Licensee and shall remove the UUPC
Software from its computing systems. Upon request from Licensor,
Licensee shall confirm that this obligation has been fulfilled.
(e) Article 7 shall terminate with respect to all payments that have not become
payable as of the date of termination. Payments that have become payable
on or before the date of termination shall remain due and owing until paid,
except that:
(i) No payments shall remain due and owing if this Agreement
terminates under Section 18.2 before Start-Up due to a material
default by Licensor; and
37
(ii) If this Agreement terminates after Start-Up, all fees under Article 7
shall be due and payable as set out in Articles 7 and 8, even if
termination occurs due to a material default of Licensor.
(iii) If Licensee or any other entity operates the Reactor Line after
termination, any unpaid portion of the License Fee shall become
immediately due and payable as set out in Article 7, regardless of
which Party terminated the Agreement, and upon such payment,
Licensee shall have a fully paid-up right and license hereunder.
Notwithstanding the foregoing, Licensee shall have no right to
continue to operate the Reactor Line until the License Fee due
under Section 7.1(a) and, if applicable License Expansion Fees due
under Section 7.1(b), are paid. This duty to pay the License Fee
and, if applicable License Expansion Fees, shall not release or limit
any contractual or other liability of Licensee to Licensor arising
from unlicensed use of Licensed Technology.
(f) Article 8 shall terminate when Licensee has paid all payments that survive
under Article 7 and Section 18.4(e), including both principal and interest.
(g) Article 13 (except for Sections 13.10 and 13.11) shall expire at the later of
twenty-five (25) years after the Effective Date or twenty (20) years after
the end of the Improvement Exchange Period (if the Improvement
Exchange Period commenced).
(h) Articles 12 (except for Section 12.9), 16, 17 and 18 shall not expire.
Sections 5.4, 5.5, 5.6, 6.2, 6.3, 13.10 and 13.11 shall not expire.
19. MISCELLANEOUS PROVISIONS
19.1 Responsibility for Related Persons. Each Party shall be responsible for any
breach of this Agreement by its own Related Persons. Upon request, a Party will
take reasonable legal action against its own current employees, former employees
and consultants to compel their compliance with the Party’s obligations under
Article 13 of this Agreement. Monetary damages recovered for breach of Article
13 shall be paid to the disclosing Party after deducting the receiving Party’s
reasonable costs. Action under this Section 19.1 shall not relieve a Party from its
own direct or vicarious liability for a breach. Licensor reserves the right to
proceed directly against any person or entity violating any of the secrecy
obligations in the Agreement, to the extent that Licensor can do so.
19.2 No Transfer of Other Interests. This Agreement does not convey to Licensee any
ownership interest in Patents, Licensed Technology or Licensor Improvements.
This Agreement does not grant Licensee any right or license to practice under any
patent that Licensor Controls other than Patents.
19.3 No Trademark License. This Agreement does not grant Licensee a right or
license under any trademark Controlled or used by Licensor, including the
UNIPOL® trademark. Licensee shall not sell Licensed PP Products under the
UNIPOL® trademark or under any similar mark.

38
19.4 No Other License. Licensee acknowledges that the rights and licenses granted in
this Agreement are limited to the scope expressly granted. Accordingly, except
for the rights expressly granted under this Agreement, no right, title, or interest of
any nature whatsoever is granted by Licensor to Licensee, whether by
implication, estoppel, reliance, or otherwise. All rights with respect to any know-
how, patent or other intellectual property rights that are not specifically granted
herein are reserved by Licensor or its Affiliates.
19.5 No Other Duties on Patents or Licensed Technology. Licensor has no duty to
maintain any Patent, to preserve the secrecy of Licensed Technology or any
Licensor Improvements, or to enforce any Patent or trade secret against any third
party.
19.6 Notices. All notices given by either Party to the other Party shall be in writing, by
facsimile, courier, registered mail, and shall be effective on the date actually
received by the other Party. Unless this Agreement says otherwise, notices shall
be sent to the following addresses:
To Licensor To Licensee
Grace Technologies, Inc.
7500 Grace Drive
Columbia, Maryland 21044, USA
Facsimile: +1 (410) 531-4545
Email: Tracy.Cleckler@Grace.com
Global Business Director, Technology
Licensing

Each Party may change this address at will by giving written notice to the other
Party.
19.7 Headings. Article and Section headings used in this Agreement are inserted for
convenience of reference only and shall not affect the construction of the
respective Articles. Capitalized terms in headings may not necessarily be defined
terms.
19.8 Amendment. No change, modification or waiver of any of the terms or conditions
of this Agreement shall be effective unless agreed to in writing and signed by a
duly authorized representative of each of the Parties.
19.9 Entire Agreement. This Agreement merges all of the representations and
understandings between the Parties with respect to the Reactor Line, the Licensed
Process, the Licensed Technology, the Patents and the Services. No other rights
or obligations shall be implied with respect thereto.

39
19.10 Independent Contractors. Notwithstanding anything in this Agreement to the
contrary, the Parties are independent contractors and shall perform their
obligations and otherwise act accordingly. The Parties expressly disclaim any
intent to form a joint venture or partnership between them for any purpose
whatsoever. Neither this Agreement alone or viewed in conjunction with any
other contract or documents or course of conduct shall be construed to establish
any such relationship.
19.11 Compliance with Law. The invalidity, illegality or unenforceability of any
provision of this Agreement in any jurisdiction shall not invalidate or render
illegal or unenforceable any remaining provision hereof in such jurisdiction and
shall not invalidate or render any such provision illegal or unenforceable in any
other jurisdiction.
19.12 Interpretation. For the purposes of this Agreement,
(a) the word “shall” indicates that the named action or inaction is compulsory,
and the word “may” indicates that the named action or inaction is within
the discretion of the Party;
(b) the word “including” shall be interpreted as indicating an open-ended list
and not an exclusive list, in the same sense as “including but not limited
to;” and
(c) the term “or” shall be interpreted as encompassing one or more members
of a list (in the sense of “and/or”) and shall not require a selection of only
one member from a list (in the sense of “only one of . . . .”),
unless the particular Section expressly says otherwise.
20. DEFINITIONS
As used in this Agreement, the following terms have the following meaning, when
capitalized:
20.1 “Accept” and “Acceptance” means to accept the Reactor Line under Section 10.8.
20.2 “Affiliate” means any corporation, company, partnership, or other entity that
controls, is controlled by, or is under common control with a Party, wherein
“control” means either:
(a) having direct or indirect ownership of more than fifty percent (50%) of
voting equity in an entity; or
(b) having a right (by contract or any other means) to control the management
of an entity.
Grace-Conn, Grace GmbH, and Grace Management Services, Inc. shall be treated
as Affiliates of Licensor.
20.3 “Agreement” means this Agreement and all of its Appendices, which are listed in
the Table of Contents.

40
20.4 “Effective Date” means the date of execution of this Agreement, if signed by both
Parties on the same day, or the later of the dates of execution if signed by the
Parties on different dates.
20.5 “Battery Limits” means those elements of a UNIPOL® polypropylene reactor line
that are shown in Appendix A as being included in Battery Limits.
20.6 “Bidding Contractor” means contractors listed in Appendix D.
20.7 “Client Team” means the team of Licensor Representatives described in
Section 1.5.
20.8 “Commercial” and “Commercialized” means:
(a) with respect to Licensed PP Product, grades and formulations, the
production of at least 2500 metric tons (in aggregate) of the specific
products, grades and formulations; or
(b) with respect to process and operational technology, use of the technology
in the Licensed Process to produce at least 2500 metric tons (in aggregate)
of License PP Product (all grades).
20.9 “Commissioning” means initial testing and operation of the Reactor Line, from
Start-Up to Acceptance of the Reactor Line.
20.10 “Computing Platform” has the meaning given in Exhibit B to Appendix E.
20.11 “Confidential Information” means Confidential Technical Information and
Confidential Business Information as defined in Article 13.
20.12 “Controlled” or "Control(s)" in respect to a Party’s interest in intellectual
property, means possession by that Party of the right, whether directly or
indirectly, and whether by ownership, license or otherwise, to assign or grant, a
license, sublicense, or other right, under or to the referenced intellectual property
without (i) violating the terms of any agreement or other arrangement with any
non-Party and (ii) accounting to others, unless such right is contingent on the
payment of a royalty or other consideration and the other Party under this
Contract has agreed in writing to make such payment.
20.13 “Critical Documents” means the 3D model, Critical Equipment Data Sheets,
Piping and Instrumentation Diagrams (P&ID’s), Critical Piping Layout, and
Critical ISBL/OSBL interface points.
20.14 “Critical Equipment” means the reactor(s), cycle gas compressor(s), cycle gas
cooler(s), vent recovery compressor, product purge bin, product discharge system
(including the inter-reactor transfer system), and the pelleting system.
20.15 “Design Capacity” means the capacity of the Reactor Line as designed in the
PDP.
20.16 “Design Confirmation Date” means the date when all design conditions for the
Reactor Line are finalized.
20.17 “Disclosure Period” means the period of time beginning on the Effective Date and
ending on the Start-Up Date or the Long-Stop Date, whichever is earlier.
41
20.18 “Distributed Control System” or “DCS" has the meaning given in Exhibit A to
Appendix E.
20.19 “Engineering Review(s)” means the review and comment on the Critical
Documents for the Reactor Line when the CAD model for the Reactor Line is
about thirty percent (30%) complete and when the CAD model is for the Reactor
Line is about ninety percent (90%) complete.
20.20 “Excluded Technology” means:
(a) information relating to OSBL process steps, including: manufacture and
purification of raw materials to specifications in Appendix F, supply of
utilities, disposal of wastes, and specific applications of Licensed PP
Products;
(b) information and data regarding structures and composition of catalysts
(including Licensor Catalyst Systems) or their method of manufacture;
(c) information related to the use of catalyst systems that are not Licensor
Catalyst Systems;
(d) information and data that is common public knowledge in the
polypropylene industry;
(e) information that Licensor believes in good faith is likely to infringe
patents, copyrights or other intellectual property of a third party;
(f) information that the possessor received from a non-Affiliate without rights
to disclose to the other Party;
(g) information that the possessor paid financial or other consideration to a
non-Affiliate to obtain;
(h) information that the possessor must pay financial or other consideration to
a third party in order to grant rights under; and
(i) Major Advances.
20.21 “Excluded Uses” has the meaning defined in Section 5.6.
20.22 “Feedback” has the meaning defined in Section 13.7.
20.23 "Functional Specification" means the specification with the functionality
described in Exhibit A to Appendix E.
20.24 “Grant” means the license grant in Article 5.
20.25 “Homopolymer” means polypropylene polymers that contain essentially no
repeating units of a monomer other than propylene.
20.26 “Impact Copolymer” means Homopolymer or Random Copolymer that has been
modified with the addition of an in-reactor polymerized ethylene-propylene
rubber, and that contains at least 65 weight percent monomer units derived from
propylene.
20.27 “Improvement(s)” has the meaning defined in Section 4.1.

42
20.28 “Improvement Exchange Period” means the period of time during which the
Parties exchange Improvements, as described in Section 4.2.
20.29 “Indemnified Patent Claim” has the meaning defined in Section 11.1.
20.30 “Installation Date” means the date prior to Start-Up on which a Licensor
Representative provides written notice to Licensee that the initial installation and
configuration of the UUPC Software on the Reactor Line is complete.
20.31 “Integrated Test” means the test of UUPC Software as set forth in Section 6 of
Appendix E.
20.32 “Introductory Design Conference” has the meaning defined in Section 2.1.
20.33 “ISBL” means inside the Battery Limits.
20.34 “License Fee” means the fee in Section 7.1(a) of this Agreement.
20.35 “Licensor Catalyst Systems” means catalyst and external electron donors that
Licensor or its Affiliates sell commercially for use in the Licensed Process.
20.36 “License Expansion Fee(s)” means the fee(s) in Section 7.1(b) of this Agreement.
20.37 “Licensed PP Product(s)” means polypropylene Homopolymer, Random
Copolymer and Impact Copolymer identified in Section 1.1 and that are made
using the Licensed Process.
20.38 “Licensed Process” means the UNIPOL® low pressure gas phase fluidized bed
process for the production of Licensed PP Products. The Licensed Process is
restricted to the ISBL elements as described in Appendix A.
20.39 “Licensed Technology” means trade secrets and know-how Controlled by
Licensor that Licensor believes in good faith are useful for Project and for
subsequent operation of the Reactor Line to make Licensed PP Product, that relate
to any of the following subjects:
(a) Licensed Process:
(i) ISBL equipment, apparatus and procedures, and
(ii) the use, storage and handling of Licensor Catalyst Systems.

(b) Additive technology:


(i) the composition (or trade designation and source) and quantity
usage of additives to Licensed PP Product, and
(ii) equipment and process information to meter, measure or disperse
additives employed with Licensed PP Product.
(c) Licensed PP Products, their properties or their processing.

20.40 “Licensee” means the Party identified as such at the beginning of this Agreement.
20.41 “Licensor” means the Party identified as such at the beginning of this Agreement.
43
20.42 “Liquidated Damages” means damages for failure to meet the Performance
Warranty, as described in Section 10.6(f).
20.43 “Long-Stop Date” means four years after the Effective Date, excluding delays
caused by default of Licensor or Force Majeure Events declared by Licensor.
20.44 “Major Advance” means:
(a) any development or change in the Licensed Process that meets the
definition of an Improvement and results in a decrease of at least $50/ton
in the conversion cost (manufacturing cost minus contained monomer) for
producing Specified Grades as compared to the cost of making the same
Specified Grades with the originally disclosed Licensed Process; and
(b) any new Licensed PP Product that meets the definition of an Improvement
and serves markets for which Licensed PP Products were not previously
suitable and sells initially for an average price at least fifty percent (50%)
higher than the average price of commodity homopolymer PP Product.
20.45 “Major Equipment” means equipment so designated in the PDP.
20.46 “Nameplate Capacity” is the annual capacity of the Reactor Line listed in Section
1.1.
20.47 "OPC Server" has the meaning given in Exhibit A to Appendix E.
20.48 “OSBL” means outside the Battery Limits.
20.49 “Paid-Up Services” means the Services listed in Appendix O.
20.50 “Party” means Licensor or Licensee, and “Parties” means both Licensor and
Licensee.
20.51 “Patent Indemnity” means the indemnity in Article 11.
20.52 “Patents” means the patents listed in Appendix K, and all US and non-US patents
that claim priority from them.
20.53 “Per Diem” means the fee in Section 7.6.
20.54 “Performance Specifications” means the Specifications in Appendix H.
20.55 “Performance Warranty” or “Performance Warranties” means the warranty in
Article 10.
20.56 “Plant Construction Review(s)” means inspections that may occur when the
construction of the Reactor Line is at about forty percent (40%) mechanical
completion, at about eighty-five percent (85%) mechanical completion and before
Start-Up,
(a) the inspection at about forty percent (40%) mechanical completion including
(i) a preliminary review of the Reactor Line and identification of on-site needs of
the Start-Up teams, (ii) development of preliminary plans for Commissioning and
Start-Up of the Reactor Line and for Test Runs, and (iii) evaluation Project status
and construction progress;

44
(b) the inspection at about eighty five (85%) mechanical completion including
(i) inspection of the Reactor Line for conformity with the Process Design
Package, (ii) establishment of a mutually agreeable plan and schedule for the
Commissioning and Start-Up of the Reactor Line and for conducting Test Runs,
and (iii) discussion and approval of selection and placement of instruments and
procedures required for metering and gauging during Test Runs; and
(c) the inspection before Start Up including, if required by Licensee, safety review
and inspection of the Reactor Line.
20.57 “Post Acceptance Services” means those Services described in Appendix M as
Post Acceptance Services.
20.58 “Process Design Package” or “PDP” means the design information for the
Reactor Line outlined in Appendix C(2).
20.59 “PDP Fee” means the fee in Section 7.2 of this Agreement.
20.60 “Process Data Communication System" or “PDC Software” has the meaning
given in Exhibit C to Appendix E.
20.61 “Project” is defined in Section 1.1.
20.62 “Project Team” shall mean the team appointed by Licensee under Section 1.6.
20.63 “Random Copolymer” means polypropylene copolymers of isotactic sequences of
repeating propylene monomer units occasionally interrupted by incorporation of
one or more hydrocarbon monomer units other than propylene, that contain at
least 65 weight percent monomer units derived from propylene.
20.64 “Reactor Line” means the Reactor Line described in Section 1.1.
20.65 “Related Persons” means the Affiliates of a Party, and the officers, employees,
directors, agents and contractors of the Party and its Affiliates.
20.66 “Remote Support” means support services to be rendered directly or indirectly by
Licensor to Licensee via telephone, email or internet-based services, not requiring
the physical presence of Licensor at Licensee’s premises.
20.67 “Restricted Party” means an individual or entity that is prohibited by U.S. or any
other applicable laws or regulations, including export restrictions or economic
sanctions, from receiving technology from Grace, including but not limited to (i)
any individual or entity designated on the List of Specially Designated Nationals
and Blocked Persons maintained by the U.S. Treasury Department’s Office of
Foreign Assets Control, and any entity that is owned 50% or more, individually or
in the aggregate, directly or indirectly, by one or more such listed parties, and (ii)
any individual or entity on the Entity List maintained by the U.S. Commerce
Department’s Bureau of Industry and Security.
20.68 “Representative” means an employee, contractor or other Related Person who
performs actions on behalf of a Party under this Agreement.
20.69 “Services” means all activities, including training, that Licensor and Licensor
Representatives undertake in performance under this Agreement, including the
45
Up-To Acceptance Service and Post-Acceptance Services outlined in Appendix
M and the Paid-Up Services (provided from Licensor’s facilities that are included
in the License Fee and/or PDP fee) as outlined in Appendix O.
20.70 “Specifications Table” means Appendix H, Parts 1a and 1b.
20.71 “Start-Up” means the passage of raw materials in the presence of catalysts
through the Reactor Line under conditions suitable to make polypropylene.
20.72 “Start-Up Date” means the date on which Start-Up first occurs.
20.73 “Training Fee” means the fee in Section 7.3 of this Agreement.
20.74 “Technical Documents” means the documents listed in Section 2.2.
20.75 “Technical Document Warranty” means the warranty set forth in Section 9.1
20.76 “Technology Manual” means a manual containing the information outlined in
Appendix C(1).
20.77 “Territory” means the country in which the Reactor Line is first built, namely,
_____________(name of Country).
20.78 “Test Run” means a test conducted pursuant to Article 10 in accordance with the
protocol set forth in Appendix I.
20.79 “Training Manuals” means the Process Orientation Training Manual, the Product
Training Manual and the Operations Training Manual.
20.80 “Typical Operating Guidelines Manual” means a compilation of typical
mechanical operation, maintenance and emergency guidelines for a facility to
make Licensed PP Products using the Licensed Process, as outlined in Appendix
C(4).
20.81 “Update” means improvements to the defined functionalities of the UUPC
Software (as outlined in and meeting the description in Exhibit A of Appendix E)
that are commercially released by Licensor.
20.82 “Up-To Acceptance Services” means those Services described in Appendix M as
Up-To Acceptance Services
20.83 “UUPC Software” means UNIPOL UNIPPAC® Process Control Software
supplied by Licensor under Section 2.4 and Appendix E.
20.84 “UUPC Software Installment Fee” means the fee in Section 7.5 of this Agreement

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
Effective Date.

<<Licensee>> Grace Technologies Inc.


NOT FOR SIGNING NOT FOR SIGNING
By:_______________________________ By:______________________________

46
Title:______________________________ Title:_____________________________

Date:_____________________________ Date:______________________________

UNIPOL® and UNIPOL UNIPPAC® are trademarks of The Dow Chemical Company or an affiliated company of Dow. W.R. Grace & Co.-

Conn. and/or its affiliates are licensed to use the UNIPOL® and UNIPOL UNIPPAC® trademarks in the area of polypropylene.

CONSISTA® is trademark, registered in the United States and/or other countries, of W. R. Grace & Co.-Conn.

47
APPENDIX A - REACTION BATTERY LIMITS

OSBL ISBL
Polymer Grade Propylene Supply  Raw Material Feed and Purification
Comonomer and Hydrogen  Propylene Purification
Supply  Homopolymer/Random Copolymer Reactor
Catalyst Supply
 Impact Copolymer Reactor (if Licensed PP
Automated Process Control Products include Impact Copolymers)
Utilities  Product Degassing
Cooling Water  Vent Recovery
Steam  Additive Addition
Plant & Instrument Air  Close-Coupled Pelleting
Nitrogen
Power, Etc.
Site Support
Roads
Buildings
Fences  Flare  Product Handling,
Communication/Alarm Systems Packaging, Storage
Pits, Basins, Culvert, Sewers & Distribution
Firefighting Systems
Waste-Disposal, etc.

All items inside box (shaded) are included inside Battery Limits (ISBL).
Items outside box are outside Battery Limits (OSBL).

48
APPENDIX B – CLIENT TEAM AND TYPICAL RESPONSIBILITIES
Licensing Manager (LM)
Commercial and Business Matters

Licensing Contract Manager (LCM)


Contract Administration
Invoicing
Financial Matters

Licensing Project Manager (LPM)


Engineering Design, Review and Interpretation associated with
Equipment
Environmental
Computer
Process Training/PDP review
Engineering-Related Follow-Up

Licensing Manufacturing Technology Manager (LMTM)


Operational Review and Interpretation associated with
Operations
Safety Requirements
Maintenance Requirements
Operations Training
Organizing the Start-Up Team
Commissioning and Start-Up
Test Runs
Operation Related Follow-Up
Process Technology Exchange

Licensing Product Technology Manager (LPTM)


Product Support/Customer Product Technical Service Support
Product Training
Product Technology Exchange

49
APPENDIX C – TECHNICAL DOCUMENT CONTENTS
(1) TECHNOLOGY MANUAL CONTENTS
I Catalyst Technology
Preface
I-A Not Used
I-B CONSISTA® C601 Catalyst Technology
I-C CONSISTA® C602 Catalyst Technology

II Process Technology
Preface
II-A DEVELOPMENT OF UNIT OPERATIONS OF UNIPOL®
POLYPROPYLENE TECHNOLOGY
II-B Not Used
II-C Homopolymer and Random Copolymer Production with
CONSISTA® C601 and CONSISTA® C602 Catalysts
II-D Homopolymers and Random Copolymer Production - Reactor
Operation and Operability
II-E Impact Copolymer Production with CONSISTA® C601 and
CONSISTA® C602 Catalysts
II-F Impact Copolymer Production - Reactor Operation and Operability

III Product and Fabrication Technology


III-A Introduction
III-B Polypropylene Markets and Sales
III-C Polypropylene Performance, Structure and Basic Properties
III-D Polypropylene Homopolymers
III-E Polypropylene Random Copolymers and Terpolymers
III-F Polypropylene Impact Copolymers
III-G Additive Technology
III-H Properties and Structure
III-I Fabrications and Applications
III-J Glossary

50
IV Analytical and Product Information
IV-A Quality Control of the UNIPOL® Gas Phase Process for
Polypropylene
IV-B 1 Raw Materials
IV-B 2 Proc Mat PP
IV-B 3 Additives
IV-B 4 Products PP
IV-C Product Descriptions
IV-D Mandatory Methods required for Quality Control
IV-E Optional Methods for Raw Material Purity Testing or
Product Development
(2) PROCESS DESIGN PACKAGE (PDP) CONTENTS
I. Basic Scope
1. Licensor’s Process Design Package contains the following documents:
(a) Process design for each process part
(b) Supplement to Process Design Package
2. The Process Design Package is customized for the client’s raw materials and
utilities supply conditions. All design parameters used in preparation of the
Process Design Package including codes, regulations, and site conditions are
based on a nominal US Gulf Coast location. Adapting the Process Design
Package to the Licensee’s location is the responsibility of Licensee and its
Engineering Contractor.
3. The Process Design Package and Supplement to Process Design Package provide
the basis for Licensee’s EPC Contractor(s) to undertake the following activities:
(a) Detailed Engineering
(b) Project Management
(c) Procurement
(d) Inspection
(e) Construction

II. Process Design Package (PDP) Scope


A Process Design Package containing the following data is provided for each
process part:
1. Design Considerations - Special process-oriented safety, operating, maintenance,
or other considerations that affect the detailed design.
51
2. Operating Considerations - A description of selected operating guidelines that
should be included in the Reactor Line’s operating procedures.
3. Health and Safety Considerations - Defines health and safety ramifications of
selected equipment and materials used in the Licensed Process. Specific safe
operating methods are discussed.
4. Major Equipment List - Summary list of major equipment that includes the
following information:
(a) Item Number
(b) Item Name
(c) Operating Temperatures
(d) Insulation Requirements
(e) Flowsheet Reference
(f) Remarks
5. Major Equipment Specifications - Major equipment specifications contain
sufficient performance or functional detail to allow Licensee to request bids from
vendors as soon as adjustment to local conditions has been made and local
mechanical standards and code references have been added.
As an example, performance specifications for pressure vessels and heat
exchangers include:
(a) Process-critical Dimensions
(b) Process-critical Internals
(c) Jacketing, if necessary
(d) Nozzle Size and Process-critical Location
(e) Materials of Construction
(f) Corrosion Allowance
(g) Design Temperature and Pressure
(h) Inlet/Outlet temperatures, heat duties, process-side fouling resistance,
allowable pressure drops, etc., as appropriate
Illustrations of special mechanical details are included for selected major
equipment items. Process guidelines are included for selection of drivers for
rotating equipment.
6. Minor Equipment Specifications - Selected minor equipment items requiring
process-critical input are specified. Licensor provides process information and
performance data for safety relief devices solely to assist Licensee in determining
the proper size and specification. Licensee remains solely and exclusively
responsible for determining the actual size and specification of each safety relief
device.

52
7. Control Systems - Performance Specifications are provided for instrument and
analyzer systems. Alarm settings, pressure drops across control valves and flow
elements, scale ranges, setpoints, flows, temperatures, pressures, and fluid
properties are included. This section also includes Logic Diagrams and
descriptive narratives for logic and interlock systems. Design requirements for
warranty meters are provided.
8. Line List and Temperature Data - A piping design summary which includes the
following is provided for each Piping & Instrument Diagram (P&ID):
(a) Line Identification Number
(b) Line Size
(c) Valve & Piping Specification
(d) Location
(e) Insulation Code
(f) Design Temperature and Pressure Data
(g) General Notes
9. Piping & Instrument Diagrams - Process Piping and Instrument Diagrams
(P&ID’s) are included for all process parts. Piping system design considers all
process aspects of operation including start-ups, bypasses, emergencies, purge
connections, vents, drains, and sampling lines.
The P&CD’s clearly show all control system concepts but not all hardware items
used to achieve the detailed design. For example, instrument air piping is not
shown.

III. Supplement To Process Design Package


Basic engineering data are contained in the Supplement to Process Design
Package. The specific areas addressed include:
1. General Design and Operating Considerations - This section includes selected
design, operating, and maintenance recommendations documented by the process
design group. Examples include cleaning requirements, line identification
recommendations, etc.
2. General Safety Considerations - This section outlines process aspects of safety
considerations.
3. Cleaning Specification - Process facility cleaning requirements and detailed
cleaning methods are included in this section.
4. Materials Handling Design Guide - Provides information useful in the design of
powder or pellet handling systems which are outside the scope of the Process
Design Package.

53
5. Raw Materials, Utilities, and Site Conditions - Raw materials and utilities usage
and supply conditions used to develop the Process Design Package are tabulated
in this section. Site conditions are also noted.
6. Special Instrument Design - This section provides performance specifications for
process analyzers and detailed specifications for process analyzers.
7. Numbering Systems and Symbols - The Licensor numbering system and symbols
used in the Process Design Package are described in detail.
8. Valve and Piping Standards - All Licensor valve and piping specifications
referenced in the Process Design Package are included.
9. Area Drawings - This section includes typical location plans and equipment
arrangement drawings.

54
(3) PROCESS DESIGN DATA REPORT (PDDR) CONTENTS
The Process Design Data Report (PDDR) provides process information and data
that deepens the Licensee’s understanding of the design as it relates to operations
of the finished plant. It contains information not needed for the actual detailed
engineering design; rather, the information helps the Licensee in guiding its
detailed engineering contractor. It includes:
1. Operation Guides - Includes selected equipment process design summaries and
related information.
2. Chemicals Nomenclature - Provides chemical names for the code names used in
the Process Design Package.
3. Process Flow Diagrams - Material balance flowsheets with stream compositions,
flowrates, temperatures, pressures, and heat loads for selected products.
4. Environmental Information Report - This document summarizes the data typically
required by U.S.A. and other government permitting agencies. It provides a
detailed listing of solid wastes, liquid effluents, and air emissions.

(4) OPERATING GUIDELINES MANUAL


00 UTILITY SUPPLY

Emergency Operating Guidelines


00-1E Electrical Failure
00-2E Instrument Air Loss
00-3E Nitrogen Failure Response
00-4E Steam Loss
00-5E Cooling Water Loss
00-6E Freeze Precautions
00-7E Emergency Evacuation
00-8E Fire/Vapor Cloud Response
00-9E Emergency Shutdown & Evacuation
10 ETHYLENE SUPPLY
Emergency Operating Guidelines
10-1E High Temperature in Ethylene Purification
10-2E High Temperature in Deoxo Bed
10-3E Low Ethylene Flow in Purification

55
10-4E Low Ethylene Temperature in Purification

Operating Guidelines
10-1.0 Ethylene System Shutdown
10-1.1 Ethylene System Startup
10-2.0 Ethylene Supply Valve Removal & Return to Service
10-3 Ethylene Dryer Regeneration
10-4 Ethylene Deoxo Bed Regeneration & Return to Service
10-5 Ethylene Deoxo Bed Oxidation, Removal & Return to Service
10-6.0 Ethylene CO Removal Bed Regeneration
10-6.1 Ethylene CO Removal Bed Oxidation
10-7 Ethylene Preheater Removal & Return to Service

11 NITROGEN SUPPLY
Operating Guidelines
11-2.1 Low Pressure Nitrogen Deoxo Bed Deactivation
11-2.1.1 High Pressure Nitrogen Deoxo Bed Deactivation
11-2.2 Low Pressure Nitrogen Deoxo Bed Regeneration
11-2.2.1 High Pressure Nitrogen Deoxo Bed Regeneration
11-3 Nitrogen Dryer Regeneration
11-4 High Pressure Nitrogen Filter Removal Return To Service
11-4.1 Low Pressure Nitrogen Filter Removal Return To Service
11-5.0 Nitrogen CO Removal Bed Regeneration
11-5.1 Nitrogen CO Removal Bed Deactivation

12 HYDROGEN SUPPLY
Operating Guidelines
12-1 Hydrogen Dryer Regeneration
12-2 Hydrogen Methanator Deactivation & Return to Service

15 ALKYL SUPPLY

56
Operating Guidelines
15-1.0 Alkyl System Info
15-1.1 Alkyl System Info With Recovery Pump
15-2 Alkyl Area Control
15-3 Alkyl Cylinder Change
15-4 Alkyl Cylinder Disconnection/Connecting
15-5 Alkyl Pump Removal/Return to Service
15-6 Alkyl Header Maintenance
15-7 Alkyl Mineral Oil Blow Tank Charging
15-8.0 Alkyl Seal Pot Draining & Refilling
15-8.1 Alkyl Seal Pot Draining To Recovery Tank & Refilling
15-8.2 Alkyl Seal Pot Recovery Tank Draining To Disposal Tank
15-8.3 Alkyl Seal Pot Recovery Tank Draining To Reactor

20 PROPYLENE SUPPLY
Operating Guidelines
20-1 Propylene Column Operation
20-2 Propylene Sulfur Bed Removal & Regeneration
20-3 Propylene Sulfur Bed Removal & Deactivation
20-4 Propylene Arsine Removal Vessel Deactivation
20-5 Propylene Dryer Regeneration
20-6 Propylene Dryer Preparation for Maintenance
20-7 Propylene Charge Pump
20-8 MAP Removal Bed Deactivation

40 REACTIONSYSTEM
Emergency Operating Guidelines
40-1E Electrical Power Failure
40-2E Instrument Air Failure
40-3E Steam Failure

57
40-4E Cooling Water Failure & Response
40-5E Hydrocarbon Expansion Bellows Failure

Operating Guidelines
40-1 Cycle Gas Compressor K4003 Concept
40-2 Cycle Gas Compressor K4003
40-3 Instrument Analyzer Tap Drilling
40-4 Reactor Startup
40-5 Propylene Vaporizer & Purge header
40-6 Kill System
40-7.1 Product Discharge System
40-7.2 Product Discharge System Maintenance
40-8 Reactor 1 Operation
40-9 Reactor 1 Temperature Dewpoint & Condensing Control
40-10 Resin Property Control
40-11 Slurry Catalyst System
40-12 Reactor Shutdown
40-13 Decay Kill and Idling

43 REACTION-2 SYSTEM

Emergency Operating Guidelines


43-1E Electrical Power Failure
43-2E Instrument Air Failure
43-3E Steam Failure
43-4E Cooling Water Failure & Response
43-5E Hydrocarbon Expansion Bellows Failure
43-6E Loss of Plant Nitrogen

Operating Guidelines
43-1.1 InterReactor Transfer System

58
43-1.2 InterReactor Transfer System Start-Up & Shut-Down for Maintenance
43-2.1 Reactor 2 T2 Startup, Shutdown, & Plugged Injection Tube
43-2.2 Reactor 2 T2 Nozzle Drilling
43-3 Reactor 2 Kill System
43-4.1 Reactor 2 Cycle Gas Compressor Startup Vibration Monitor & Expansion
Bellows
43-4.2 Reactor 2 Cycle Gas Compressor Shutdown
43-4.3 Reactor 2 Cycle Water Pump Sparger
43-4.4 Reactor 2 Cycle Gas Cooler Removal & Return To Service
43-5 Reactor 2 Startup
43-6.1 Reactor 2 Operation
43-6.2 Reactor 2 Resin Property Control
43-7.1 Reactor 2 Product Discharge System
43-7.2 Reactor 2 PDS Maintenance
43-7.3 Reactor 2 PDS Removing Chunk from Convey Line
43-8 Reactor 2 Shutdown

50 RESIN DEGASSING

Product Purge Bin/ Product Receiver:

Emergency Operating Guidelines


50-1E Electrical Power Failure Response
50-2E Instrument/Plant Air Failure Response
50-3E Nitrogen Loss Response
50-4E Steam Supply Failure Response
50-5E PPB Nitrogen Low Flow ESD Response

Operating Guidelines
50-1.0 Product Purge Bin Normal Operation
50-1.1 Emptying the Product Purge Bin
50-1.2 Cleaning Product Purge Bin Rotary Feeder
59
50-1.3 Operation of Nuclear Source Shutters
50-1.4 Preparing Product Purge Bin for Maintenance, Inspection, Entry & Return
to Service
50-1.5 Product Purge Bin Start-Up
50-2.0 Product Receiver Level Control
50-2.1 Product Receiver Low Temperature Response
50-2.2 Cleaning Product Receiver Rotary Feeder
50-2.3 Preparing Product Receiver for Maintenance and Return to Service
50-2.4 Product Receiver Start-Up

4-Cone Product Purge Bin:

Emergency Operating Guidelines


50-1E Electrical Power Failure Response
50-2E Instrument/Plant Air Failure Response
50-3E Nitrogen Loss Response
50-4E Steam Supply Failure Response
50-5E PPB Nitrogen Low Flow ESD Response

Operating Guidelines
50-1.0 Product Purge Bin Normal Operation
50-1.1 Emptying the Product Purge Bin
50-1.2 Cleaning Product Purge Bin Rotary Feeder
50-1.3 Operation of Nuclear Source Shutters
50-1.4 Product Purge Bin Removal From Service
50-1.5 Product Purge Bin Return To Service
50-2.0 Product Purge Bin Weight Control
50-2.1 Product Purge Bin Low Temperature Response

52 VENT RECOVERY SYSTEM


Operating Guidelines
52-1 Guard Filter Removal & Return to Service
60
52-2 Vent Cooler Remove & Return to Service
52-3.0 Vent Recovery Compressor Removal & Return to Service
52-3.1 Vent Recovery Surge Tank Removal & Return to Service
52-4 Vent Recovery Aftercooler Condenser
52-5.1 Vent Recovery Degassing Pot
52-5.2 Vent Recovery Degassing Pot & Recovery Column
52-6 Vent Recovery Column
52-6.9 Remove & Return Recovered C3 Pump to Service
52-7 Refrigeration Interchanger & VR Separator
52-8 Vent Recovery Lights Surge Tank

62 RESIN ADDITIVE SYSTEM


Operating Guidelines
62-1.1 Liquid Peroxide System
62-1.2 Liquid Peroxide Drum Storage & Handling
62-1.3 Liquid Peroxide Room Alarm & Evacuation
62-2.1 Additive Handling System
62-2.2 Preparing Resin Conveyor for Maintenance
62-2.3 Preparing Resin Additive Conveyor for Maintenance
62-5.1 MasterMix Recipe & Additive Calculation
62-5.2 Preparing MasterMix Blender for Maintenance
62-5.3 High Fc Granular Resin for Additive

70 PELLETING SYSTEM
Operating Guidelines
70-1 Extruder Start-up and Shutdown
70-2 Mixer Feed Hopper Filter Maintenance
70-3 Pellet Water Overflow Screen Cleaning
70-4 Pelleter Trashout Response
70-5 Pelleting Water Box Opening Closing
70-6 Die Plate Freezing & Thawing

61
70-7 Pellet Water Agglomerate Remover & Cleaning

62
APPENDIX D – BIDDING CONTRACTORS

 Linde – KCA-Dresden
 Mitsubishi Heavy Industries, Ltd.
 Technip France S.A.
 Toyo Engineering Corporation

63
APPENDIX E –UNIPOL UNIPPAC® PROCESS CONTROL SOFTWARE
SERVICES AND DELIVERABLES

1. Kick-off Meeting
The Parties will participate in an UUPC Software Kick-off Meeting at a mutually agreed
to time, typically after the DCS vendor selection is completed, and place to establish a
mutual understanding of the project execution and requirement. The objective of the
Kick-off Meeting is to ensure common understanding between Licensor and Licensee of
all scope and implementation details including the detailed plans for project milestones,
execution, installation, and commissioning. During the meeting, Licensor will provide the
(1) preliminary Signal List for Licensor software preparation and (2) UUPC Software
Functional Specifications.
2. Computing System Platform and DCS Specification
Licensor will prepare the Functional Specification to implement the UUPC Software
based on Licensee’s Process Scope and DCS Computing Platform.
Licensor will provide the final process computer hardware requirements for the UUPC
software computer that will reside in the computer room. Virtualized computer
requirements will be provided at the request of the licensee
Licensor will also review and approve the specification for the DCS communication
interface hardware and software “Object Linked and Embedded” (OLE) for Process
Control Server (OPC Server) including revision levels for compatibility with the UUPC
Software.
Licensee will be responsible for the DCS configuration and installation of the OPC
Server, hardware, and operating software.
3. UUPC Software /DCS Database Preparation
Licensee will review the preliminary Signal List which is provided by Licensor. From the
preliminary Signal List Licensor will prepare a final Signal List that defines/confirms the
DCS Database and configuration requirements for implementation of the UUPC
Software. Licensee will confirm that the database matches the DCS tag names.
4. UUPC Software
Licensor will design, program, and test the UUPC Software for conformance with the
Functional Specification and the parties will mutually work together to finalize the Signal
List. All required Application Support Software elements will be configured/programmed
and tested internally by Licensee during this phase.
5. Training
Licensor will provide two (2) weeks of training for three to five Licensee staff on the use
and maintenance of the UUPC Software at Licensor’s location in Charleston, West
Virginia, U.S.A. at a time designated by Licensor prior to the commissioning. A
demonstration and simulation of the software functionality will be made during the
64
training. Licensee shall be responsible for all costs of travel, lodging, meals and other
expenses of its staff for the training at Licensor’s location

6. Integrated Test
A UUPC Software/DCS Communications Test will be conducted within six (6) months
of commissioning and installation at the DCS vendor site (which typically follows the
DCS Vendor factory acceptance test (FAT)). Per Diem under Section 7.6 and
reimbursement of reasonable travel and living expenses, under the terms of a separate
service agreement, shall apply.

The test will be limited to validating communication on a representative number of DCS


tags and a control loop. The testing is expected to be completed within five (5) days.

7. Commissioning
The software will be fully commissioned on the reactor lines. This includes verifying all
controllers and calculations function as designed per the software functional
specifications.
8. Remote Consultation
For a period of five (5) years starting on the Installation Date and provided that Licensee
continues to pay when due the UUPC Annual Fee, Licensor will provide remote
consultation assistance via telephone, email or a secure web server (Daptiv™) to support
Licensee automation personnel to troubleshoot, manage, tune, interpret, train, etc.
Additionally Licensor will provide support to install smaller patches, fixes and software
upgrades remotely.
9. Deliverables
The following items are also included in the Licensor scope of deliverables.
a) Software: The latest version of the UUPC Software shall be delivered to the
Reactor Lines.
b) User instructions in electronic form will be provided as part of the integrated UUPC
Software.
10. Special on-site and Remote Services
For up to five (5) years after the Installation Date of this Agreement, Licensee shall have
the option to receive from Licensor additional on site and remote Services (beyond those
specifically listed in this Agreement) as mutually agreed between Licensor and Licensee
on a fee basis. Additional terms, including but not limited to, the nature of the services,
staffing, duration, timing, scope and fees relating to such on-site and remote Services
shall be mutually agreed upon in writing by Licensor and Licensee in the service
agreement. The Special On-Site Services may be of a planned nature or on an emergency
basis. For clarity, these Special on-site Services would trigger additional expenses such
as the Per Diem under Section 7.6 as well as travel and living expenses.
65
Services do not include either on-site or remote support for modifications to the UUPC
Software caused by a DCS replacement or the replacement of the UUPC Software
Computing Platform due to a failure or preventative maintenance.

11. Annual On-site Visit


For up to five (5) years after the Installation Date of this Agreement, Licensor will
provide an automation expert’s time on a single site visit for up to 5 consecutive business
days for an annual visit. The visit will address an agreed to agenda including but not
limited to installation of patches, tuning, and/or training of Licensee personnel. Licensee
shall not incur any additional charges and expense for the annual on-site visits described
herein.

12. Schedule
The UUPC Software shall be delivered, installed and commissioned for the Start-Up.

66
EXHIBIT A - UUPC SOFTWARE DESCRIPTION
1. INTRODUCTION
This discussion provides a technical overview of UUPC Software.
A conventional instrumentation environment controls the UNIPOL® PP process, typically
by a Distributive Control System (DCS). UUPC Software augments the DCS and is used
to improve unit operational performance. Increased production rates, increased up time
and reduced off-grade production can be achieved through UUPC Software by improving
operating conditions, expediting product transitions, and providing operator guidance and
data for management systems. Therefore the UUPC Software operates by supervising the
conventional instrumentation.
UUPC Software functions as an independent user application on the overall process
computing platform. The process computing platform includes a typical Windows Server
complement of hardware, operating system, programming utilities, as well as peripheral
equipment. Process data communication with the DCS is via a DCS vendor-provided
“OLE for Process Control” (OPC) server. Typical computer workstations in the control
room will serve as the operating interface for the advanced process control functions.
The DCS database will serve as the process signal interface between UUPC Software and
all control system elements. Information to and from PLCs and analyzers will be
interfaced via the DCS database. UUPC Software will acquire process data from control
loop set points and calculation results to the DCS database.
2. OVERVIEW UUPC SOFTWARE FUNCTIONALITY
The major Functional Modules in UUPC Software are outlined below and will be
described comprehensively in the UUPC Software Functional Specification document for
the project.
a) Advanced Product Control. The economic operation of the Reactor Line is highly
dependent on the correct prediction/estimation of critical product properties of the
product being made in the Reactor Line. These product properties and reactor constraints
generally cannot be measured in a timely, reliable manner on-line. They are dynamically
inferred from secondary measurements such as reactor concentration, temperatures,
modeled reactor process dynamics etc. A non-linear multivariable model-based control
strategy is used to adjust critical reactor parameters. Manipulation of gas composition
ratios, temperature, reactor vents, production rate, and various flow ratios allow aim
grade production to be maximized while transitional off grade is minimized. Product
recipe management is included as a base function of advanced product control.
b) Production Rate Calculation. The production rate for the individual reactors is
calculated based on material and energy balances encompassing the REACTOR LINE.
The material balance is obtained from measured flows and compositions entering/leaving
the REACTOR LINE. The energy balances are obtained from enthalpy calculations over
the reactor system based on a thermodynamic Equation-of-State.
c) Thermodynamic Calculations. Dew point temperature and percentage liquid
condensed calculations are made for the gas streams at the cycle gas cooler outlet and at

67
the reactor inlet. These calculated variables provide valuable operating guide information
for plant production personnel and are used for subsequent predictions of product
properties, production rate constraints, etc. These calculations are based on a
thermodynamic Equation-of- State.
d) Flow Compensation/Calculations. Special flow compensation methods must be used
for process conditions where the basic DCS flow compensations do not provide
acceptable accuracy. UUPC Software calculates special compensation factors that are
shipped to the DCS as adjustment factors to the basic DCS flow compensation. A
thermodynamic equation-of-state method is used to calculate the flowing density of the
cycle gas stream. A special propylene flowing density algorithm is used to calculate the
flowing density of the propylene feed stream to the reactor.
e) What-if Calculations – Product Property. An interactive function is provided to assist
the user to assess, via simulation, the changes to product properties from specified
changes in process conditions without affecting current process operation control. It also
allows the user, via simulation, to calculate the resulting operational conditions for
desired product properties and improve transition performance.
f) What-if Calculations – Thermodynamic Properties. An interactive function is provided
to assist the user to assess, via simulation, the changes to the dew point of the gas at the
cooler outlet and reactor inlet from specified changes to process conditions, without
affecting current process operation or control.
g) Miscellaneous Process Calculations. There are several general process calculations
performed for production personnel. Examples include the superficial velocity in the
reactor, catalyst productivity, actual concentration ratios of reactants, and normalized
stream compositions.
h) Gas Composition Control. The gas composition control module uses a multi-variable,
dynamic, model-based, non-linear inferential control strategy to predict the impact of
disturbances on the process and calculates and implements adjustments to the reactor
flows to maintain the gas composition at the target values. The target values may be
either entered manually or obtained as outputs from the advanced product property
prediction and control module.
i) Production Rate Control. A model-based strategy is used to adjust the manipulated
variables in a coordinated manner to maintain the production rate at the target value
amidst process disturbances. The variation in production rate is reduced allowing
consistent operations at the facility constraints.
j) Production Rate Maximization. Production Rate Maximizer provides a real-time
determination of production rate set points based on process constraint models. The
production rate maximization function allows for sustained operation at the operating
limit.
k) Exception Handler. This functionality enables users to build application specific
process data and operating limit detection logic to detect important process events. Real-
time monitoring of the process results in detected events and subsequent automated
action. The resulting actions are used by UUPC Software program logic and/or operator
to minimize the adverse impact of the exceptional process condition indicated.
68
l) Analyzer Fault Detection. The analyzer fault detection logic validates that the cycle
gas analysis is mathematically consistent with material balance calculations. Major
process upsets caused by inconsistent analysis are significantly reduced. Alarming and
interfacing with operations personnel allows direct interaction with fault detection.
Instrument errors associated with the material balance are used to propagate error bands
in the material balance model.
m) Control Loop Monitor. The control loop monitor tuning software allows one to
rectify poor control loop performance.
n) Graphic and Trend displays. A process graphics and trending package that allows the
creation of graphical displays and historical trends via a process graphics tool that allows
user to develop graphics and trend pages for process monitoring of current and historical
data.
o) Event Notification. Event notification allows automated notification of a process
event via email.
p) On-line Training and Help Menus. UUPC Software training manuals are available via
the operator’s displays. These manuals provide user guidance on the UUPC Software
control technology and the UNIPOL® PP Process. This allows for improvements in
utilization and overall plant performance by keeping operating personnel at maximum
readiness.
q) Application Support. The primary application support functions are the user interface,
the real-time database, the supervisory control package, operator console support and
general software utilities.
r) Micro distributive control. A SCADA system with embedded model predictive control
capability.
s) Gas Phase Composition Builder. Functions to aid in reactor startup by tracking the
charging of raw materials to the reactor prior to reaction initiation.
t) Total Monomer Ratio. Tracking of the amount of monomer through the reaction
process is critical to understand overall operation and efficiencies. Thermodynamic and
material balances are used to track monomers through the reaction process and vent
recovery.
U) Intentionally not used
v) Data Historian-Collection. Collection and trending of process data is critical for
troubleshooting and improving overall operations. Included is a data historian archiver
and trending.
w) Post Reaction Product Tracking. Monitors product properties as product flows
through the post reaction purge bin(s). This program displays the profile of the properties
in the purge bins while color codes are used to show if the product is within the
specification limits. This aids in determining better timing of pelleter transitions and
switching of down-stream bin(s).

69
x) Transition Monitor. This technology allows visualization of transitions and
comparison between previous transition performance and off grade volumes to aid in the
continuous improvement of Transition Recipe parameters.
y) UUPC Utilization Monitor. Compiles statistical usage data for the main UUPC
functionalities and allow the users to focus efforts to improve the utilization and benefits
of UUPC Software.
z) Condensing Controller. Controls the reactor inlet weight percent condensing to an
operator entered set point. This steadies reactor operation by stabilization of the
inventory of liquid within the reactor and reduces the variability of many critical
operating parameters.
aa) Laboratory Fault Detection. Detects reactor product property laboratory
measurements that are statistical outliers. The outliers are flagged before operator
approval while the reasonable measurements are automatically approved so that the
product property models can be immediately corrected.
bb) Total Train Rate Maximization. This functionality builds upon Production Rate
Maximization in that it maximizes throughput in the reactor + post reactor systems. The
reactor production rate and the extrusion throughput are automatically adjusted such the
other overall plant throughput (i.e. not just the reactor) is maximized.

70
EXHIBIT B - PROCESS DATA COMMUNICATION SOFTWARE
(“PDC Software”)
(The PDC Software is supplied by the DCS Vendor and resides in the DCS Computing
Platform)
Process Data Communication Software (PDC Software) is required for efficient
implementation of UUPC SOFTWARE. Licensee agrees that Licensee shall be
responsible, at its sole cost and expense, to license the PDC Software directly
from the DCS Vendor The PDC Software resides in the Distributive Control
System (DCS) Computing Platform and facilitates communication of process data
between UUPC Software and the DCS database. The PDC shall be an OPC (OLE-
Object Link and Embedded) server for Process Control, and is provided by the
Distributive Control System (DCS) vendor, who will provide and install the PDC
Software and configure the database and data tables of the PDC Software for the
process variables.
The PDC Software licensed by Licensee should:
Provide access to current process values (analog and digital) from the DCS
database. The process values should be available to UUPC Software via memory
resident data files in the computing platform. The validity status of the analog
process data should also be available to UUPC Software.
a. The analog process values should be input into the memory resident data files
in a cyclical schedule by the PDC Software. The digital process data should
be input either cyclically or on change-of-state. Typically, about 850 analog
process variables are sent cyclically from the DCS database. A typical
distribution of the cyclical process data frequency (with validity status) is
shown below based on a single reactor line;

FREQUENCY NO. OF TAGS

5 Second Frequency 120


60 Second Frequency 500

Typically, < 64 digital inputs are acquired from the DCS with a change-of-
state response of < 5 seconds.
b. Provide the ability for UUPC Software to send supervisory control set points
to control loops in the DCS database, and provide access to current control
loop status (on or off computer mode) for control loops in the DCS under
supervisory control of UUPC Software. Typically about 9 supervisory control
loops are required per reactor. UUPC Software ships set points to the DCS
database at a frequency of once every 5 seconds.
71
c. Directly or via configuration in the DCS database, automatically sheds
UUPC Software supervisory computer loops in the DCS from "supervisory
computer mode" to "local automatic" (or an equivalent preconfigured status)
upon failure of the process data communication between UUPC Software and
the DCS database.
The preferred implementation method is for the DCS configuration logic to
monitor/detect the status of the supervisory computer loop. While in computer
mode if a set point update is not received from UUPC Software, the control
loop will automatically change from “computer” to “automatic” mode. Upon
such detection the supervisory computer loops should be automatically shed
from "supervisory computer mode" to "local automatic" (or an equivalent
preconfigured status) and the process operator notified that this event has
occurred.
d. Enable UUPC Software to send digital outputs to the DCS database either
directly into memory resident data files or via FORTRAN-callable
subroutines included in the PDC Software. Typically, < 64 digital outputs are
sent to the DCS with a change-of-state response on change-of-state -of < 5
seconds.
e. Send on a cyclic basis calculated values in engineering units from memory
resident data files in the Computing Platform to the DCS database for display,
alarming, trending, history and/or use in DCS calculations. The PDC
Software, directly or via configuration in the DCS, must be able to send from
the Computing Platform and display in the DCS the validity status of these
calculated values.
The capability should be provided either in the PDC Software or via
configuration in the DCS to automatically change the validity status upon a
failure of the process data communication with UUPC Software.
Typically, 500 analog process variables are sent cyclically to the DCS
database. A typical distribution of the cyclical process data frequency (with
validity status) is shown below.

FREQUENCY NO. OF TAGS


5 Second Frequency 50
60 Second Frequency 300

f. Reference/access the current process values, set points, and computed


variables that are input/output between UUPC Software and the DCS database
by tag numbers and send/receive the analog values in engineering units, not
percent of scale, or counts.
g. Include a watchdog feature to periodically validate correct operation of
process data communications between UUPC Software and the DCS database.
72
(The DCS should also include a watchdog feature.) The DCS database and
PDC Software should respectively output messages if such communication is
not validated and set appropriate indicators for action upon detection of failure
(such as making supervisory control loops in the DCS shed from supervisory
computer mode to local automatic).

The features listed above represent minimal functional requirements for the PDC
Software and are not intended to be comprehensive specifications.

73
EXHIBIT C1 - Process Computer (UUPC Server) Typical Hardware Requirements
(Which is supplied by Licensee and resides in the Computer Room)

GROUP:
QUANTITY: 1
1
Basis Unit PowerEdge T430 Server Tower Server
Chassis Configuration Chassis with up to 8, 3.5" Hot Plug Hard Drives
Intel® Xeon® E5-2603 v3 1.6GHz,15M Cache,6.40GT/s QPI, No
Processor 0 Turbo, No HT,6C/6T (85W) Max Mem 1600MHz
Intel® Xeon® E5-2603 v3 1.6GHz,15M Cache,6.40GT/s QPI, No
Processor 1 Turbo, No HT,6C/6T (85W) Max Mem 1600MHz
Memory Configuration
Type Performance Optimized
Memory DIMM Type
and Speed 2133MT/s RDIMMs
Four (4) x 4GB RDIMM, 2133MT/s, Single Rank, x8 Data Width
Memory Capacity creating a total system memory of 16GB
Windows Server® 2012R2, Standard Edition, 64-bit, Includes 5
Operating System CALS
Enabled Virtualization None
OS Partitions 40GB Microsoft OS Partition Override
Licenses None (N/A)
Windows Server® 2012R2,STD Ed,Media Kit w/Factory Inst ENT
OS Media kits DGRD Images
Database Software None (N/A)
Client Access Licenses None (N/A)
RAID Configuration RAID 1 for H330/H730/H730P (2 HDDs)
RAID Controller PERC H330 RAID Controller
Hard Drive 0 1TB 7.2K RPM NLSAS 6Gbps 3.5in Hot-plug Hard Drive
Hard Drive 1 1TB 7.2K RPM NLSAS 6Gbps 3.5in Hot-plug Hard Drive
Embedded Systems
Management iDRAC8, Basic

74
75
EXHIBIT C2 - Process Computer Operator Workstation Hardware Requirements
(Which is supplied by Licensee and resides in the Control Room)
GROUP: 1 QUANTITY: 1
Basis Unit Dell Precision T1700
Chassis Configuration Mini-Tower Standard Base

4th Gen Intel® Core™ i3-4160 (Dual Core HT


Processor 0 3.6GHz, 3 MB w/ HD Graphics 4400)
Graphics Intel Integrated HD Graphics
Memory DIMM Type, Speed, & Capacity 4GB (1x4G) 1600MHz DDR3 Non-ECC (1DIMM)
Operating System Windows 7 Professional, No Media, 64-bit, English
RAID Configuration None (N/A)
RAID Controller None (N/A)
Hard Drive 0 500GB 3.5inch Serial ATA (7200 Rpm) Hard Drive
Network Adapter Integrated NIC 10/100/1000
Dell Precision T1700 MT Standard 290W TPM
Power Supply Chassis (Thunderbolt Ready)
NEMA 5-15P to C13 Wall Plug, 125 Volt, 15 AMP,
10 Feet (3m), Power Cord (Or Country-Specific
Power Cord 0 Power Plug)
Internal Optical Drive 16X DVD-ROM, SATA
Keyboard US English Dell KB212-B QuietKey USB Keyboard
Mouse Dell Optical, Scroll USB (3 buttons scroll) Mouse
Monitor/Display Dell 24 Monitor - P2414H
Office Tools Software Microsoft Office 2010
System Recovery Dell Backup and Recovery Manager for Windows 7
Hardware Support SERVICES 3 Year Basic Hardware Service with 3 Year NBD
Proactive Maintenance Maintenance Declined

76
APPENDIX F
LICENSEE’S FEEDSTOCK SPECIFICATION
(NOTE – Data for Tables to be Provided at a later date)

Сырье, поступающее на Г.У. и используемое во время пусконаладки, испытаний и


нормального режима эксплуатации, или до завершения гарантийного тестового прогона,
должно соответствовать следующим спецификациям.
Licensee’s Propylene Specification

Component Unit
(ppm volume or mole, max.)
unless indicated differently
Propylene % by vol.
Propane % by vol.
Polar Compounds
Water ppm wt. max
Alcohols
Ammonia
Acetaldehyde
MTBE
Oxygenated Compounds
Oxygen
Carbon Monoxide
Carbon Dioxide
Sulfur Related Compounds ppm wt. max
Hydrogen Sulfide
Carbonyl Sulfide
RSH
CH3 2S
CH3 SH

77
Carbonyl Compounds
MEK
Acetone

78
Double Bond/Triple Bond
Hydrocarbon Compounds
Acetylene
Methylacetylene
ropadiene
Butadiene
1-3 Butadiene
Cyclopentadiene
Other Inorganic Compounds
Chlorides ppm wt. max
Metallic Compounds
Arsine (ArH3)
Phosphine/Phosphor
Unsaturated Hydrocarbons
Ethylene
Butene
Pentene
Light Saturated Hydrocarbons
Methane
Ethane
Cyclopropane/Cyclopentane
Heavy Saturated Hydrocarbons
Other C4’s (including butane)
Pentane
Green Oils (C6 – C12)

79
Notes:
1. As provided by the Licensee in their “Request For Proposal” (RFP) or “Invitation
to Bid” (ITB) Document.
2. Based on the Licensee’s Propylene raw material specification, the Licensor
recommends:
 Propylene Degassing
 Propylene Sulfur Removal Bed
 Propylene Arsine Removal Bed
 Propylene MAP Removal Bed
 Propylene Dryers
 Propylene Filtration
The Propylene purification steps listed above are defined based on the Propylene
raw material specification provided by the Licensee.
3. The Licensee’s Propylene specification may be updated at the Introductory
Design Conference at the Licensee’s request. If this is the case, the Propylene
purification requirements may change as well to reflect this change in
specification. After the Design Confirmation Date any changes or modifications
to the Licensee’s Propylene specification shall be considered a design change
subject to the requirements of Section 2.1 of this Agreement.

80
Licensee’s Ethylene Specification

Component Unit
(ppm volume or mole, max.)
unless indicated differently
Ethylene % by vol.
Methane + Ethane % by vol.
Polar Compounds
Water ppm wt. max
Alcohols
Oxygenated Compounds
Oxygen
Carbon Monoxide
Carbon Dioxide
Carbonyl Compounds
MEK
Double Bond/Triple Bond
Hydrocarbon Compounds
Acetylene
Other Inorganic Compounds
Nitrogen
Sulfur
Light Saturated Hydrocarbons
Hydrogen
C3 + C4 Hydrocarbons
Other Inorganic Compounds
Chlorides ppm wt. max

81
Notes:
1. As provided by the Licensee in their “Request For Proposal” (RFP) or “Invitation
to Bid” (ITB) Document.
2. Based on the Licensee’s Ethylene raw material specification, the Licensor
recommends:
 Ethylene Deoxo Removal
 Ethylene CO Removal
 Ethylene Sulfur Removal
 Ethylene Acetylene Removal
 Ethylene Dryer
 Ethylene Filtration
The Ethylene purification steps listed above are defined based on the Ethylene
raw material specification provided by the Licensee.
3. The Licensee’s Ethylene specification may be updated at the Introductory Design
Conference at the Licensee’s request. If this is the case, the Ethylene
purification requirements may change as well to reflect this change in
specification. After the Design Confirmation Date any changes or modifications to
the Licensee’s Ethylene specification shall be considered a design change subject
to the requirements of Section 2.1 of this Agreement.

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Licensee’s Hydrogen Specification

Component Unit
(ppm volume or mole, max.)
unless indicated differently
Hydrogen % by vol.
Polar Compounds
Water ppm wt. max
Oxygenated Compounds
Oxygen
CO + CO2
Other Inorganic Compounds
Nitrogen + Argon % by vol.
Hydrocarbons
Total Hydrocarbons

Notes:
1. As provided by the Licensee in their “Request For Proposal” (RFP) or “Invitation
to Bid” (ITB) Document.
2. Based on the Licensee’s Hydrogen raw material specification, the Licensor
recommends:
 Methanator
 Dryer
 Filtration
The Hydrogen purification steps listed above are defined based on the Hydrogen
raw material specification provided by the Licensee.
3. The Licensee’s Hydrogen specification may be updated at the Introductory
Design Conference at the Licensee’s request. If this is the case, the Hydrogen
purification requirements may change as well to reflect this change in
specification. After the Design Confirmation Date any changes or modifications to
the Licensee’s Hydrogen specification shall be considered a design change
subject to the requirements of Section 2.1 of this Agreement.

83
84
Licensee’s Nitrogen Specification

Component Unit
(ppm volume or mole, max.)
unless indicated differently
Nitrogen % by vol.
Polar Compounds
Water ppm wt. max
Oxygenated Compounds
Oxygen
Carbon Monoxide
Carbon Dioxide
Other Inorganic Compounds
Argon
Light Saturated Hydrocarbons
Methane + Ethane
Heavy Saturated Hydrocarbons
Oils

Notes:
1. As provided by the Licensee in their “Request For Proposal” (RFP) or “Invitation
to Bid” (ITB) Document.
2. Based on the Licensee’s Nitrogen raw material specification, the Licensor
recommends:
 Nitrogen Deoxo Removal
 Nitrogen CO Removal
 Nitrogen Dryer
 Filtration
The Nitrogen purification steps listed above are defined based on the Nitrogen
raw material specification provided by the Licensee.
3. The Licensee’s Nitrogen specification may be updated at the Introductory
Design Conference at the Licensee’s request. If this is the case, the Nitrogen
purification requirements may change as well to reflect this change in
85
specification. After the Design Confirmation Date any changes or modifications
to the Licensee’s Nitrogen specification shall be considered a design change
subject to the requirements of Section 2.1 of this Agreement.

86
APPENDIX G – CONTENTS OF TRAINING PROGRAMS
(1) Outline of Typical Process Technical Training Program

Part I – Topics:
Process Overview
Reaction System:
- Fundamentals
- Design
- Operation
Raw Material Purification Technology and Design
Product Degassing Technology and Design
Vent Recovery System Design
Additive Addition System Design
Pelleting System Technology and Design
Process Control
Computer Applications Overview
Design Safety Considerations
Part II – Topics:
General Process Design Package (PDP) Review Covering:
Raw Material/Purification
Co-catalyst System
Catalyst System Handling/Storage
Reaction
Purging/Vent Recovery
Pelleting/Additive Addition
Process Analyzers
Process Instrumentation and Control
Unit Maintenance/Equipment Access
Laboratory

87
(2) Outline of Typical Product Technical Training Program
1.0 General Properties of Polypropylene

Typical Properties of Polypropylene and other Polyolefins


Stereochemistry of Polypropylene Homopolymer
Morphology and Crystallinity of Polypropylene
Molecular Weight and Molecular Weight Distribution
Melt Rheology

2.0 Properties of Polypropylene Copolymers

Random Copolymer (if included in the license)


Impact Copolymer (if included in the license)

3.0 Stabilization and Additives

General Stabilization
Introduction to end use specific additives
Problem Prevention and Troubleshooting

4.0 Product Characterization and Testing

Material Properties
Tensile Testing
Flexural Modulus Testing
Izod Impact Testing
Gardner Impact Testing
Quality Assurance of Physical Testing
Introduction to Regulatory Standards
Effects of Product and Additives on Properties

5.0 General Principles for Fabrication Extrusion

Definitions and Terminology


Models of Extruders
Screws
Drag Flow
Pressure Flow
Shear Rate
Calculations
Twin Screw

6.0 Injection Molding


88
Introduction to Injection Molding and Applications
Injection Molding Equipment
Polypropylene Grades for Injection Molding
Additives for Injection Molding
Grade Selection
Product Design for Injection Molding

7.0 Fiber Applications

Terminology
Introduction to Fiber Production Processes and Applications
Raffia/Tape
Continuous filament
Staple
Spun Bond Non-Woven
Others
Molecular Weight Distribution Effects
Spinning
Properties
Additives for Fiber Applications
Grade Selection
Product Design for Fiber Application

8.0 Film Fabrications

Terminology
Film Production Processes and Applications
BOPP
Cast Film
Blown Film
Packaging Requirements
Film Properties and Test Methods
Additives for Film Applications
Grade Selection
Product Design for Film Applications

9.0 Sheet Extrusion

Terminology
Sheet Production Process and Applications
Sheet Properties
89
Additives for Sheet
Grade Selection
Product Design for Sheet

10.0 Thermoforming

Terminology
Thermoforming Production Process and Applications
Inline Thermoforming
Offline Thermoforming
Thermoforming Properties
Additives for Thermoforming
Grade Selection
Product Design for Thermoforming

11.0 Blow Molding

Terminology
Blow Molding Production Process and Application
Blow Molding Properties
Additives for Blow Molding
Grade Selection
Product Design for Blow Molding

12.0 Other Applications

Pipe
Corrugated board
Compounding
Medical

13.0 Product Mix Management

PP Market
Product Mix by Markets
Planning Product Mix

Notes: The above product training modules are generic outline, the training
program will be tailored to suit licensee’s needs, availability and scope of license.

90
APPENDIX H – PERFORMANCE TEST RUN DATA
(NOTE – Data for Tables to be provided at a later date)
Part 1a: Process Specifications Table

Part 1b: Product Specifications Table

91
Part 2: Analytical & Test Methods
Test Method Test Accuracy
Method (Average Confidence)
Number Reference Description Limit About Mean

Notes for All Performance Guarantee Tests


1. CONSISTA® catalyst from Licensor must be used for all Performance Guarantee
Tests. Where specified, ADT from Licensor must be used for Performance
Guarantee Tests.
2. Tonne is 1 metric ton of final PP pelleted product
3. Contained monomer basis is actual quantity of propylene/ethylene in the feedstream
and Contained Total Monomer Ratio (TMR) will be calculated as defined:
In particular Net Monomers consumption is calculated as:
Σ of Feed Rates of Propylene and Ethylene x monomers concentration at B.L.
(by analysis).
Less the sum of Σ of Purge Streams to B.L recovery (from vent recovery
separation column and propylene purification degassing column) x monomer
concentration in such purge streams.
The quantity of polymer shall be collected and measured at the bagging unit,
railcar loading area or at another mutually agreed point.
4. Performance guarantee values are for the process battery limits which covers from
raw material purification through to the outlet of pelleting.
5. Performance guarantee values for utilities are based on UNIPOL ISBL process users
only and do not include non-process users like lighting, HVAC, and etc.
6. Performance guarantee values are for only steady-state (defined by Licensor’s
Representative), continuous process users in the process scope (raw material
purification through the outlet of the pelleting system – PDP Process Parts 1 - 7).
7. During the seventy two (72) hour Performance Test, the raw material and utilities
consumed must be properly measured during the test and appropriate separation must
be provided associated with the non-guarantee related consumers (for utilities).
8. Performance guarantee values assumed are with the use of hot oil on the die plate of
the pelleting system since the medium used will affect the value of individual utility

92
usages. The use of HP steam on the die plate is an option, however, this case would
require changes to the power and steam warranty.
9. The pelleting system may require multiple die plates to cover the MFR range of
products depending on the overall required list of Performance Guarantee Products.
The appropriate die plate needs to be installed as part of the Performance Test for the
specific product being tested.
10. Normal tolerances in test methods and instruments shall be taken in favor of passing
the Performance Test.
11. Utility consumption, catalyst consumption and net monomer consumptions shall be
calculated during the 72 hours of steady state operation and averaged for one tonne of
production.

93
APPENDIX I - TEST RUN PROCEDURE
1. Licensor will supply Test Run Procedural Details to Licensee at or about the time of
the Start-Up Date. The detailed procedure will specify the methods to be employed
for measuring the results of performance tests, meters and measuring devices to be
used and calculation methods. Before the Test Run, Licensee shall ensure that all
meters and measuring devices are in place and operating correctly. During the Test
Run, Licensee shall operate the Reactor Line in accordance with procedural details
supplied by Licensor. All instruments and measuring devices must be accurate within
a tolerances defined in the Process Design Package.
2. The Test Run shall take place when conditions for a valid Test Run are met.
Licensor may inspect the Reactor Line for completion and mechanical defects before
the Test Run. Licensor may declare a Test Run invalid if these conditions are not
met.
3. Licensee shall perform the Test Run under the supervision of Licensor.
(a) Except as provided below, each test run shall be conducted over a continuous
period of 72 hours duration.
(b) Persons trained under Article 3 shall operate the Reactor Line during the Test
Run.
(c) Licensor shall be given full access to the Reactor Line and to data about its
operation during the Test Run.
Licensor may, at its own option, declare invalid any Test Run that was conducted
when Licensor was absent during at least part of the run for any reason, including
leaving an unsafe area under Article 14.
4. In order to judge the performance of the Reactor Line:
(a) Licensee shall inventory levels of polypropylene in the Reactor Line at the
beginning of the Test Run, including polypropylene in the reactor bed, product
discharge system, product receiver, product purge bin, additive addition system,
and pelleting surge hopper, if applicable.
(b) Licensee shall measure raw materials fed to the Reactor Line using the techniques
specified in the Test Run Procedural Details.
(c) Licensee shall direct all polypropylene made in the Reactor Line during the Test
Run to an initially empty silo(s).
(d) Samples of Licensed PP Product produced in the Test Run shall be taken as
follows:
(i) Licensee will take a 2.5-kilogram sample of product every two hours
during the Test Run. Samples should be taken immediately downstream
from the pellet blend bin. These samples shall be called “2-Hour
Samples”.
(ii) Three hundred grams of three consecutive 2-Hour Sample shall be blended
to provide twelve composite blended samples covering the entire 72 hour
94
test run. The twelve blended composite samples shall be called the 72-
Hour Blended Samples.
(e) Licensee shall measure and record the flowrate of catalyst through the Catalyst
Meter for the duration of the 72-Hour Run. This value will be multiplied by the
concentration of catalyst in the slurry then divided by the product produced during
the 72-Hour Run to determine Catalyst Usage. This measurement and associated
calculations will follow the criteria in the Test Run Procedural Details.
(f) The remaining portion of each of the 2-Hour Samples shall be individually
retained for reference purposes.
(g) At the end of the Test Run, Licensee shall inventory levels of polypropylene in
the Reactor Line and in the silo that receives the product.
5. Licensee shall calculate the quantity of Licensed PP Product made during the Test
Run from the inventory levels of polypropylene in the silo(s) and in the Reactor Line
at the beginning and end of the Test Run. Representatives of Licensee and Licensor
shall jointly record and initial:
(a) the total quantity of the Licensed PP Product produced in the Test Run; and
(b) the total weight of net monomers consumed in the Test Run.
Each Party shall be entitled to a copy of the initialed record. When analysis of the
composite sample of Licensed PP Product is complete, Licensee shall deliver the
results to Licensor.
6. Either Party may interrupt the Test Run prior to the end of the 72-hour period if:
(a) The Reactor Line suffers a mechanical or control system failure, a loss of utilities,
or an interruption of services that effects the performance of the Reactor Line or
the ability to accurately measure that performance;
(b) The Test Run has failed to meet the conditions and procedures for validity, so that
it may be declared invalid; or
(c) The Reactor Line is clearly not going to meet the Performance Specifications for
any other reason.
7. After an interruption under Paragraph 6, Licensor may elect to:
(a) Disregard the results and declare the Test Run invalid and either:
(i) Reperform the Test Run immediately using the same or modified
operating procedures; or
(ii) Postpone further Test Runs for investigation of cause or repair under
Section 10.6 of the Agreement; or
(b) Restart the Test Run after the Reactor Line has been restarted and restored to
normal operation, and continue the Test Run until the total run time under normal
operating conditions is 72 hours. The Licensed PP Products produced and
monomer consumed during abnormal operation shall be disregarded in measuring
the results obtained in the interrupted test run; or

95
(c) Adjust the measured production of Licensed PP Product and consumption or raw
materials proportionally to the amounts that would have been produced and
consumed had the run continued for a full 72 hours and the run deemed to be a
complete Test Run.

96
APPENDIX J – SAFETY STANDARDS
1. Reactor Line and Operating Conditions:
(a) The Reactor Line and adjacent facilities must be designed and constructed
in accordance with the standards, codes, and regulations of the Territory.
(b) All ISBL and OSBL equipment must be in good mechanical equipment
installed and operated in accordance with standards of the United States
Occupational Safety and Health Administration or equivalent standards,
including, at least, guards in place for rotating equipment, noise controlled
to acceptable levels, adequate fall protection, and the like.
(c) Operative pressure relief devices shall be installed on all critical pressure
vessels, and as appropriate, wherever there is a serious potential for fire or
explosion.
(d) Ignition sources shall be contained and isolated, or controlled in an
effective manner.
(e) Chemicals and dusts shall be contained adequately to assure minimal
health, explosion and fire hazards.
(f) Critical control and safety systems shall be maintained in operable
condition.
(g) All routine and experimental production runs shall be performed within
the design operating ranges of each component of Licensee’s PP Reactor
Line.
(h) Material Safety Data Sheets for all hazardous chemicals at the Reactor
Line and facilities adjacent thereto must be available to Licensor’s
Representatives working at the site.
(i) General housekeeping, walking/working surfaces, machine guards and
facility layout shall be consistent with a safe working environment.

2. Working Procedure Controls:


(a) A Site Emergency Plan for the Reactor Line must be in place and
followed. This plan must at a minimum address: (i) hazards present
within the complex where the Reactor Line is located; (ii) appropriate
detection systems (flammable gas, toxic materials, low oxygen, etc.); (iii)
appropriate warning systems (bells, whistles); (iv) inter-unit
communications systems; (v) shelter in place and evacuation plans; and
(vi) vehicle movement during emergency. Licensor Representatives shall
receive training in English from Licensee on the contents of the Site
Emergency Plan.
(b) All emergency communications with Licensor Representatives shall be in
the English language.

97
(c) Operating equipment shall be adequately guarded or isolated to prevent
injury to personnel.
(d) Licensee shall maintain appropriate and robust maintenance procedures,
including procedures with respect to vessel entry, welding in unit and
other high level work. Licensee shall have and use a well-defined lock-
out and tag-out procedure to permit inspection or maintenance of
equipment in a safe manner. Licensee shall permit Licensor’s
Representatives who enter Licensee facilities to place their individual
locks (and retain the keys thereto) to secure all equipment, electrical
supply, steam, gas, air etc. that could expose them to personal risk or
hazard in the course of rendering Services or assistance to Licensee;
(e) Licensee shall have adequate medical and fire fighting resources readily
available to or within the location of the Reactor Line and an adequate
first aid facility at or near the location of the Reactor Line.
(f) Licensee shall provide protective equipment to Licensor’s Representatives
while on Licensee premises which is appropriate for the hazards at the
Reactor Line and areas adjacent to the Reactor Line.
(g) Whenever hazardous pipelines and equipment are opened or entered they
shall be blanked to isolate the process and prevent chemical exposure of
personnel.
(h) Licensee safety policies shall include:
(i) Master Card policy including lock-out and tag-out procedures.
(ii) Hazardous Work Permit policy.
(iii) Physical Entry policy including slip blanking, atmosphere testing
and safety monitor and harness procedures.
(iv) Elevated Work policy.
(v) Vapor Cloud policy.
(vi) Incident/Accident Control policy.
(vii) Housekeeping policy.
Licensee shall provide a copy of Licensee’s safety policies in the English
language to Licensor before Licensor Representatives travel to the Reactor
Line.

98
APPENDIX K – PATENTS
Case No. Title Country Filing Date Serial/ Application Patent No. Issue/Grant Expiration
(MM/DD/YYYY) No. Date Date
(MM/DD/YYYY) (MM/DD/YY (MM/DD/YY
YY) YY)
W10025-01 Antifoulant for BR 12/22/2009 PI0918301.9
Impact
CN 12/22/2009 200980156916.3 102317327 07/02/2014 12/22/2029
Copolymers
and Method EP: BE, 12/22/2009 09802080.3 237369812 12/12/2012 12/22/2029
FR, DE,
TR
ID 12/22/2009 W00201102273 IDP000042308 08/12/2016 12/22/2029
12/22/2009 P00201601638
IN 12/22/2009 4534/CHENP/2011
JP 12/22/2009 2011-543631 5691024 02/13/2015 12/22/2029
2014-224019 6034353 11/04/2016 12/29/2029
2016-175692
KR 12/22/2009 2011-7017405 10-1577097 12/07/2015 12/22/2029
2015-7034468
MY 12/22/2009 PI2011002996 MY153937A 04/15/2015 12/22/2029
RU 12/22/2009 2011131046 2518077 06/10/2014 12/22/2029
SG 12/22/2009 201104690-1 172788 06/11/2014 12/22/2029
TH 12/22/2009 0901005829
US 12/21/2009 12/643651 8,604,118 12/10/2013 1/21/2031
VN 12/22/2009 1-2011-01948
WO 12/22/2009 PCT/US2009/069140

99
Case No. Title Country Filing Date Serial/ Application Patent No. Issue/Grant Expiration
(MM/DD/YYYY) No. Date Date
(MM/DD/YYYY) (MM/DD/YY (MM/DD/YY
YY) YY)
W10031-01 Gas-Phase BR 08/21/2008 PI0815290.0
Polymerization
CN 08/21/2008 200880113273.X 101848946B 6/12/2013 08/21/2028
Process
EP 08/21/2008 08798379.7
IN 08/21/2008 1041/CHENP/2010
US 08/21/2008 12/674475 8,324,327 12/04/2012 08/21/2028
WO 08/21/2008 PCT/US2008/073877
W10040-01 Gas-Phase BR 12/16/2010 112012015320.0
Polymerization
CN 12/16/2010 201080064381.X 102812056B 04/29/2015 12/16/2030
Process
Having EP: BE, 12/16/2010 10798895.8 2516489 07/02/2014 12/16/2030
Multiple Flow FR, DE,
Regimes IT, NL,
SE, GB
ID 12/16/2010 W00201202432 IDP000040445 02/15/2016 12/16/2030
IN 12/16/2010 5800/CHENP/2012
JP 12/16/2010 2012-546062
2016-140077
KR 12/16/2010 10-2012-7019117
MX 12/16/2010 MX/a/2012/007321 323671 09/15/2014 12/16/2030
MY 12/16/2010 PI2012002831 MY156361A 02/15/2016 12/16/2030
RU 12/16/2010 2012131149 2519752 06/20/2014 12/16/2030
SG 12/16/2010 201204555-5 181835 03/17/2015 12/16/2030

100
Case No. Title Country Filing Date Serial/ Application Patent No. Issue/Grant Expiration
(MM/DD/YYYY) No. Date Date
(MM/DD/YYYY) (MM/DD/YY (MM/DD/YY
YY) YY)
TH 12/16/2010 1201002985
US 12/16/2010 12/970617 8,178,633 05/15/2012 12/16/2030
VN 12/16/2010 1-2012-02118
WO 12/16/2010 PCT/US2010/060827
W10051-01 Method for CN 11/15/2011 201180076256.5
Polymerizing
EP: BE, 11/15/2011 11788729.9 2780379 01/11/2017 11/15/2031
Polypropylene
FR, DE,
IT, NL,
SE, GB
IN 11/15/2011 3791/DELNP/2014
KR 11/15/2011 10-2014-7015991
US 11/08/2010 12/941440
WO 11/15/2011 PCT/US2011/060758
W10059-01 Process for BR 06/14/2012 112013033459.2
Gas-Phase
CN 06/14/2012 201280042335.9 103764694B 03/30/2016 06/14/2032
Polymerization
Having High EP 06/14/2012 12730329.5
Bed Bulk
IN 06/14/2012 10261/CHENP/2013
Density
JP 06/14/2012 2014-518615
KR 06/14/2012 10-2014-7001870
MX 06/14/2012 MX/a/2013/015368

101
Case No. Title Country Filing Date Serial/ Application Patent No. Issue/Grant Expiration
(MM/DD/YYYY) No. Date Date
(MM/DD/YYYY) (MM/DD/YY (MM/DD/YY
YY) YY)
RU 06/14/2012 2014103031 2608738 01/23/2017 06/14/2032
SG 06/14/2012 201309661-5 195996 03/24/2016 06/14/2032
TH 06/14/2012 1301007413
US 06/30/2011 13/172969
VN 06/14/2012 1-2013-04048
WO 06/14/2012 PCT/US2012/042459
W10066-01 Propylene/ BR 03/13/2014 BR1120150219535
Butene CN 03/13/2014 201480015394.6
Interpolymer
Production EP 03/13/2014 14775705.8
System and IN 03/13/2014 7686/DELNP/2015
Method
JP 03/13/2014 2016-501862
KR 03/13/2014 10-2015-7025934
MX 03/13/2014 MX/a/2015/012371
RU 03/13/2014 2015143894
SA 03/13/2014 515361074
SG 03/13/2014 11201507200W 11201507200W 02/16/2017 03/13/2034
TH 03/13/2014 1501005419
US 03/13/2014 14/774487 9,624,323 04/18/2017 03/13/2034
VN 03/13/2014 1-2015-03382

102
Case No. Title Country Filing Date Serial/ Application Patent No. Issue/Grant Expiration
(MM/DD/YYYY) No. Date Date
(MM/DD/YYYY) (MM/DD/YY (MM/DD/YY
YY) YY)
WO 03/13/2014 PCT/US2014/025493
W10067-01 Process for BR 11/21/2014 BR112016011604-6
Producing
CN 11/21/2014 201480073764.1
Ethylene-
Butene- EP 11/21/2014 14863356.3
Propylene
IN 11/21/2014 201617016977
Terpolymer
and Butene- KR 11/21/2014 10-2016-7016180
Propylene
RU 11/21/2014 2016124223
Random
Copolymer SA 11/21/2014 516371156
SG 11/21/2014 11201603319W
TH 11/21/2014 1601002878
US 11/21/2014 15/035985
VN 11/21/2014 1-2016-02190
WO 11/21/2014 PCT/US2014/066878
W10071-01 Screen Packs EP: DE, 12/02/1997 97951581.4 0942951 03/21/2001 12/02/2017
for Reducing FR, SE
Gels in
Polypropylene
Copolymers
W10072-01 Novel Electron JP 12/08/1998 10-348297 3549417 04/30/2004 12/08/2018
Donor
BR 10/29/1998 PI9804312-9 9804312-9 01/17/2006 10/29/2018
Containing
Compositions US 12/10/1997 08/988291 5,968,865 10/19/1999 12/10/2017

103
Case No. Title Country Filing Date Serial/ Application Patent No. Issue/Grant Expiration
(MM/DD/YYYY) No. Date Date
(MM/DD/YYYY) (MM/DD/YY (MM/DD/YY
YY) YY)
EP: DE, 11/13/1998 98309308.9 0922712 12/18/2002 11/13/2018
FR
W10078-01 Low BR 11/26/2014 BR1120160121376
Temperature
Impact CN 11/26/2014 201480074121.9
Copolymer EP 11/26/2014 14866037.6
Process
IN 11/26/2014 201617016099
KR 11/26/2014 2016-7016371
RU 11/26/2014 2016125245
SA 11/26/2014 516371193
SG 11/26/2014 11201603496Q
TH 11/26/2014 1601002948
US 11/26/2014 15/035980
VN 11/26/2014 1-2016-02276
WO 11/26/2014 PCT/US2014067699
W10079-01 Procatalyst and BR 11/26/2014 BR1120160120337
Polymerization
Process For CN 11/26/2014 201480064998.X
Propylene EP 11/26/2014 14865185.4
Impact
Copolymer IN 11/26/2014 201617016270
JP 11/26/2014 2016-534668
KR 11/26/2014 2016-7016790

104
Case No. Title Country Filing Date Serial/ Application Patent No. Issue/Grant Expiration
(MM/DD/YYYY) No. Date Date
(MM/DD/YYYY) (MM/DD/YY (MM/DD/YY
YY) YY)
RU 11/26/2014 2016125244
SA 11/26/2014 516371206
SG 11/26/2014 11201603568X
TH 11/26/2014 1601002990
US 11/26/2014 15/036365
VN 11/26/2014 1-2016-02323
WO 11/26/2014 PCT/US2014/067703
W10104-01 Process For US 09/16/2016 62/395,636
Efficient
Polymer
Particle
Purging
W10119-01 Gas-Phase BR 09/11/2014 BR112016003455-4
Polymerization
Process With CN 09/11/2014 201480045652.5
Wet Zone EP 09/11/2014 14772034.6
IN 09/11/2014 201617010531
KR 09/11/2014 10-2016-7009470
RU 09/11/2014 2016113696
SA 09/11/2014 516370732
SG 09/11/2014 11201601915U 11201601915U 01/17/2017 09/11/2034
TH 09/11/2014 1601001401

105
Case No. Title Country Filing Date Serial/ Application Patent No. Issue/Grant Expiration
(MM/DD/YYYY) No. Date Date
(MM/DD/YYYY) (MM/DD/YY (MM/DD/YY
YY) YY)
US 09/11/2014 15/021561 9,556,291 01/31/2017 09/11/2034
VN 09/11/2014 1-2016-01266
WO 09/11/2014 PCT/US2014/055074
W10074-01 Process for US 12/23/1998 09/220180 6,022,946 02/08/2000 12/23/2018
Deactivation
of Polyolefin
Compositions
Utilizing
Carbon
Dioxide as a
Deactivation
Agent
UC17905 Improved US 04/07/1999 09/287371 6,255,411 07/03/2001 04/07/2019
Licensed to Reactor
Grace by Dow Product
Discharge
System
UC17905A Improved US 06/22/2001 09/888169 6,498,220 12/24/2002 04/07/2019
(DIV-1) Reactor
Licensed to Product
Grace by Dow Discharge
System
UC17939 High CN 12/20/2001 01823888.2 1582305 03/14/2007 12/20/2021
Licensed to Condensing
CN-DIV 12/29/2006 200610156654-9 1982343 06/16/2010 12/29/2021
Grace by Dow Mode
Polyolefin EP: BE, 12/20/2001 01992258.2 1458771 06/11/2008 12/20/2021

106
Case No. Title Country Filing Date Serial/ Application Patent No. Issue/Grant Expiration
(MM/DD/YYYY) No. Date Date
(MM/DD/YYYY) (MM/DD/YY (MM/DD/YY
YY) YY)
Production DE, FR,
Under SE
Turbulent
EP-DIV: 12/20/2001 07003013.5 1780226 03/30/2011 12/20/2021
Conditions in a
BE, DE,
Fluidized Bed
FR
IN 12/20/2001 1354/2004 209794 09/06/2007 12/20/2021
US 10/21/1999 09/422458 6,391,985 05/21/2002 10/21/2019
UC18068 Preventing US 01/16/2001 09/761039 6,365,681 04/02/2002 01/16/2021
Licensed to Upsets in
Grace by Dow Polymerization
Reactors

107
APPENDIX L – ELECTRONIC DOCUMENT HANDLING
 Confidential Information shall be stored in electronic form only on systems, devices and
media that are controlled by Licensee and contractors (PMC, FEED, and EPC) and all
servers in which Confidential Information is stored shall be in a physically secured
location. Confidential Information shall not be stored on any personal device or medium
owned by employees of Licensee or contractors.
 Electronic files in possession of Licensee and contractors that contain Confidential
Information shall:
 Be stored on dedicated computers, servers and other storage devices that are accessible
only by Licensee’s employees and approved EPC Contractors who have a need to know
the information; or
 Be protected by appropriate access control software to ensure that access is limited to
Licensee’s employees and approved EPC Contractors who have a need to know the
information, if stored on shared, non-portable systems; or
 Be password protected and encrypted at the device level, if stored on any portable
electronic device or medium, such as laptop computers, external hard drives, memory
stick, optical media or other external storage media.
 Confidential Information may be transmitted electronically though internal
networks protected by appropriate firewalls. Confidential Information must not be
transmitted on the Internet unless encrypted and password protected. The Technical
Documents must never be transmitted on the Internet.
 Licensor may require additional reasonable security by notice and after consultation with
Licensee.

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APPENDIX M – SERVICE DESCRIPTION

Up-To Acceptance Services

Engineering Reviews
(a) On request from Licensee, Licensor Representatives shall meet with Licensee or the FEED
Contractor or EPC Contractor before the detailed engineering begins to explain the Process
Design Package and answer questions about it.
(b) Licensor and the FEED Contractor or EPC Contractor shall review and comment on the
Critical Documents for the Reactor Line when the CAD model is about thirty percent
(30%) complete and again when the CAD model is about ninety percent (90%) complete.
A review and comment on the Critical Documents for the Reactor Line when the CAD
model is about sixty percent (60%) may be conducted with the Parties mutual agreement.
The Parties shall cooperate to ensure that Licensor receives documents with adequate time
to perform the review without delaying the Project. The purpose of these reviews is only
to confirm that Critical Documents accurately reflect the Process Design Package. These
reviews are not hazard or safety reviews, and Licensor’s comment, or failure to comment,
does not place on Licensor any responsibility for hazards, safety, errors or omissions in the
detailed engineering.
(c) The Parties may schedule other meetings (either alone or with the FEED Contractor or
EPC Contractor) by mutual consent, to the extent they deem useful for the correct and
efficient completion of the Project.

Plant Construction Reviews


Licensor shall inspect the Reactor Line at about forty percent (40%) mechanical completion, and
again at about eighty-five percent (85%) mechanical completion and before Start-Up. The
purposes of these Plant Construction Reviews is to confirm that the Reactor Line is designed and
built in accordance with the PDP to meet the Performance Warranties. Licensee shall give
Licensor notice when the Reactor Line reaches the designated level of completion, and the
Parties shall hold the meetings as soon as reasonable thereafter.
(a) When the Reactor Line is about forty percent (40%) mechanically complete, Licensor’s
construction project manager and Licensee’s Representative shall: (i) conduct a
preliminary review of the Reactor Line and identify the on-site needs of the Start-Up
teams; (ii) develop preliminary plans for pre-Commissioning, Commissioning, Start-Up,
and Performance Testing of the Reactor Line and for Test Runs; and (iii) evaluate Project
status and construction progress.
(b) When the Reactor Line is about eighty-five percent (85%) mechanically complete,
Representatives of both Parties shall jointly (i) inspect the Reactor Line for conformity
with the Process Design Package; (ii) establish a mutually agreeable plan and schedule for
the pre-Commissioning ,Commissioning, Start-Up, and Performance Testing of the
Reactor Line and for the conduct of Test Runs; and (iii) discuss and approve selection and
placement of instruments and procedures required for metering and gauging during Test
Runs.
(c) Before Start-Up, Licensee may require the Licensor to perform the safety review and
inspection of the Reactor Line.

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(d) Licensor may perform other inspections of the Reactor Line on request of Licensee and at
Licensee’s expense, or at Licensor’s request and at Licensor’s expense.
(e) In addition to the foregoing, if requested by the Licensee, Licensor may participate in a
HAZOP review with Licensee’s FEED Contractor or EPC contractor.

Other Technical Assistance

Licensor shall be available prior to Acceptance to consult at the location of the Reactor Line, if
mutually agreed to by the Parties, on the following topics:
(a) interpretation and clarification of the Process Design Package and other Technical
Documents;
(b) safety and operability requirements;
(c) operating and maintenance procedures;
(d) spare parts requirements;
(e) quality control facilities and procedures;
(f) equipment vendor qualifications.
(g) customer product technical service issues;
(h) support for the UUPC Software; and
(i) ISBL process performance aspects of the Licensed Process or the Licensed Technology
that the Parties agree is appropriate for successful completion of the Project.
Start-up and Operating Assistance
A Start-Up team, consisting of a chief specialist and other qualified specialists as needed, shall
advise Licensee during the pre-Commissioning, Commissioning, Start-Up, and Performance
Testing of the Reactor Line and during the Test Runs.

Quality Control Assistance Program

Licensor will provide training for a two (2) week (consecutive) training period for up to two (2)
Quality Control Chemists, typically at the location of the Reactor Line just prior to Start-Up.
The quality control training program will, at least in part, be based on the relevant information on
quality control set forth in the “Operations Training Manual”. Licensee shall bear the cost of
salaries and maintenance that its trainees incur for the Quality Control Training Program.

With the agreement of Licensor, all or part of the Quality Control Training Program may take
place at Licensor’s facilities in the United States of America. In such event, Per Diem under
Section 7.6 shall apply for all Licensor Representatives conducing such training and Licensee
shall bear the cost of all travel and living expenses of its trainees participating in such training, in
addition to the cost of salaries and maintenance.

Licensee may select trainees at its own discretion for the Quality Control Training Program,
subject to the following limits:

(a) Trainees must be employees of Licensee, except with consent of Licensor.

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(b) Trainees must have sufficient technical education, experience and proficiency in
the English language so that they readily comprehend the training without delay
or inconvenience.

(c) Licensor requires that employees selected by Licensee to receive training,


withdraw from such training only for good cause and only after consultation and
approval of Licensee.

UUPC Software Support

Licensor will provide qualified specialists (both employees and/or contractors) at the location of
the Reactor Line to conduct the installation, commissioning and additional on-site training for the
UUPC Software. Per Diem under Section 7.6 and reimbursable expenses under Section 7.7 shall
apply to these installation, commissioning and additional on-site training Services.
Integrated Test
Before the distributed control system (“DCS”) is shipped to site, a UUPC Software/DCS
communications test will be conducted immediately following the DCS Vendor factory
acceptance test (FAT). Per Diem under Section 7.6 and reimbursement of reasonable travel and
living expenses shall apply.
The test will be limited to validating communication on a representative number of DCS tags and
a control loop. The testing is expected to be completed in five (5) days.

POST ACCEPTANCE SERVICES

Operational Support
(a) On request from Licensee, Licensor Representatives shall be available to discuss and
review the operating requirements and operating conditions for the Licensee to follow in
producing Licensed PP Product as part of normal operation or transition from one Licensed
PP Product to another Licensed PP Product.
(b) On request from Licensee, Licensor Representatives shall be available to help Licensee
troubleshoot plant equipment and operations associated with the Reactor Line if the
Licensee experiences any trouble or difficulty in producing Licensed PP Products at or up
to the design conditions defined under the License Agreement.
(c) Licensor shall review and comment on the Reactor Line performance based on the
information provided by the Licensee and based on the interest of the Licensee to involve
the Licensor in helping to troubleshoot the plant equipment and operations.
(d) The Parties may schedule meetings or conference calls by mutual consent, to the extent
they deem useful for the correct and efficient involvement of the Licensor Representatives
to carry out this Operational Support as requested by the Licensee.

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Other Technical Assistance
Licensor shall be available after Acceptance of the Reactor Line and until the end of the
Improvement Exchange Period to provide Services, if requested by the Licensee and if agreed to
by the Parties, on the following topics:
(a) interpretation and clarification of operating data and other technical information to help
optimize the operation of the plant and the overall operating performance in terms of
product quality, consistency of product properties, raw material consumption, and utility
consumption;
(b) safety and operability requirements;
(c) operating and maintenance procedures;
(d) quality control facilities and procedures;
(f) equipment maintenance and repair issues;
(g) ISBL process performance aspects of the Licensed Process that the Parties agree is
appropriate for successful operation of the Reactor Line.
During the period for Post Acceptance Services, the Parties will mutually agree to provide
additional services based on available manpower resources.

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APPENDIX N – WORKING CONDITIONS AND SUPPORT FOR LICENSOR’S
REPRESENTATIVES

1) Support For Licensor Representatives Performing Services

Title Conditions/Support Provided By/Paid For


Site Review work can be performed at the Licensee provides.
Facilities Licensor’s offices, the Licensee’s Licensee or Licensee’s contractor provides
and Contractor’s offices or the Licensee’s site. on-site first aid services free of charge. If
Conditions Licensee’s Site must meet the Safety further medical treatment is necessary,
standards detailed in Appendix 3. Licensee will assist in securing medical
services. Licensor will pay for all medical
For services at the Licensee’s contractor’s
services beyond basic first aid.
offices or the Licensee’s site, first-aid
facilities must be made available to
Licensor Representative if the need arises.
Working Five day work week, eight-hours per day, Licensor provides service. Licensee pays
Hours with two rest days per week unless the Per Diem under Sction 7.6 (Service Fees).
Licensor Representative works shifts or Per Diem under Section 7.6 is paid for
overtime. every day Licensor Representative
Licensor Representatives shall be entitled performs services for Licensee.
to all public holidays observed at the site If Licensor Representative works over 8
where working. Licensor Representatives hours per day, the Service Fees shall be
who work on public holidays shall be 150% of the then current hourly (Per Diem
entitled to rest days in lieu thereof. under Section 7.6 divided by eight (8)
hours) rate for all hours over 8 hours.
If Licensor Representative works more
than five days per week or works on a
public holiday, the Service Fee for the
extra days shall be 150% of the then
current Per Diem under Section 7.6
(Service Fee).

Home Leave Not Applicable


Transport, Air transportation: economy or as All travel and living expenses including
Meal and otherwise approved by Licensor’s travel meals reimbursed by the Licensee.
Housing guidelines.
Local transportation (taxi, train, etc.)
Suitable business class hotel.
Meals.
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2) Support For Licensor Representatives at Licensee’s Site(s)

Title Conditions/Support Provided By/Paid For


Site Site must meet Safety standards detailed in Licensee provides.
Facilities Appendix 3.
and Reasonable office space with all necessary
Conditions office facilities.
Facsimile, e-mail and telephone facilities.
Access to any site dining facilities.
First-aid facilities.
Interpreters and translation as needed to
enable effective communication between
Licensor Representative and personnel of
Licensee.
Working Five day work week, 8 hours per day, with Licensor provides service. Licensee pays
Hours two rest days per week unless, and when, Per Diem under Section 7.6 (Service Fees).
the Representative works shifts or Per Diem under Section 7.6 is paid for
overtime. every day Licensor’s Representative leaves
Licensor Representatives shall work shifts his/her home base until he/she returns,
and/or overtime as needed and as agreed adjusted for any home leave.
with Licensee to help Licensee ensure a If a Licensor Representative works over 8
safe, effective, and efficient startup. Shifts hours per day, the Service Fees shall be
can either be 8 hour or 12 hour as agreed 150% of the then current hourly rate (Per
with Licensee. Diem under Section 7.6 divided by eight
Licensor Representatives shall be entitled (8) hours) for all hours over 8 hours.
to all public holidays observed at the site If Licensor Representative works more
where working. Licensor Representatives than five days per week or works on a
who work on public holidays shall be public holiday, the Service Fee for the
entitled to rest days in lieu thereof. extra days shall be 150% of the then
current Per Diem under Section 7.6
(Service Fee).

Home Leave For assignments less than 3 months : none Licensee reimburses for travel costs.
For assignments greater than 3 months :
per Licensor’s internal policies, Licensor
and Licensee will work together to
accommodate,
Transport, Air transportation: (including air travel for All travel, meal and living expenses shall
Meal and permitted home leaves) economy or as be reimbursed by the Licensee.
Housing otherwise approved by Licensor’s travel As an alternative to reimbursing for
guidelines. accommodations, Licensee may directly

114
Use of suitable automobile(s) or provide local housing to Licensor
transportation provided while at Licensee’s Representatives at the Licensee site. The
site. accommodations must be suitable
Suitable furnished, utilities-paid furnished, utilities-paid accommodations,
accommodations, with telephone, with telephone, television, and internet.
television, and internet for each Licensor Each Licensor Representative shall have
Representative (not shared with others). his or her own room (not shared with
others).
Meals.
As an alternative to reimbursing for local
transportation of Licensor Representatives
at Licensee’s site, Licensee may directly
provide automobile(s) or transportation.
When Licensor Representative’s family
members accompany the Licensor
Representative to the site on terms
permitted by Licensor’s internal policies
(typically for assignments greater than 3
months), accommodations reimbursed by
the Licensee or provided by the Licensee
shall be suitable for the Licensor
Representative’s family use. Licensor will
pay any travel and meal expenses
associated with Licensor Representative’s
family.
Health and On request: Licensor’s Representative shall be
Emergency 1. Licensee shall assist Licensor’s responsible for the cost of medical
Services Representatives and any accompanying treatment (without prejudice to later claims
family members to obtain medical and permitted against any Party).
dental treatment and supplies up to and Licensee shall be responsible for the cost
including treatment in a first class of emergency transportation.
hospital.
2. Licensee shall assist in obtaining
emergency transportation for the
Licensor Representative and any
accompanying family members back to
the Licensor Representative’s home
base, if a health emergency or a Force
Majeure Event means that the Licensor
Representative or family members
cannot safely remain at Licensee’s site.
If a Licensor Representative is unable to
work due to illness, Licensee shall pay the
Per Diem under Section 7.6 (Service Fees)
for up to seven days. If the Licensor
Representative is unable to work for more
than seven consecutive days, the Parties
shall jointly decide whether the Licensor
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Representative should be recalled and
which Party is responsible for the
replacement cost.
Other On request, Licensee shall assist Licensor’s Licensor shall be responsible for the cost of
Representatives to obtain entry and exit visas and permits, except that Licensee
visas, residence and work permits and any shall bear its own expenses to assist.
other permissions and authorizations Licensee shall reimburse Licensor for all
(including access permits) that are other reasonable expenses that Licensor
necessary or desirable for Licensor Representatives incur while traveling to
Representatives to travel to, enter and leave provide Services.
the work site, and to return to their normal
place of residence.
Licensor shall provide all other reasonable
needs of Licensor’s Representatives
providing Services at Licensee’s site,
subject to reimbursement from Licensee.

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APPENDIX O – PAID-UP SERVICES

1. Introductory Design Conference.


2. Preparation and delivery of Technical Documents.
3. Technical Assistance from Licensor’s Facilities under Section 2.3.
4. Training under Sections 3.1 and 3.2.

117