Contribution Agreement dated February 28, 2001

a company incorporated under the laws of the State of Delaware, United States of America, and having an office at One Shell Plaza, 910 Louisiana Street, Houston, Texas 77002 (hereinafter referred to as “SOC”)

a company formed under the laws of the State of Delaware and having an office at One Rockefeller Plaza, 32nd Floor, New York, New York 10020 (hereinafter referred to as “SEL”)

SEL has been created to develop, manufacture and sell certain elastomer products, and SOC has contributed to SEL certain manufacturing and marketing assets of SOC relating to the Elastomers Business (as defined in Clause 1.1).

2. SOC now desires to contribute to SEL, by assignment or licence and subject to Third Party rights, certain patents, technology and associated agreements, which are owned or under the control of SOC and which are related to the Elastomers Business, and SEL desires to receive a conveyance of the same from SOC.

3. SOC and SEL now wish to set out in detail the manner in which such patents, technology and agreements will be licensed or assigned.

“Additives” means components and compositions intended for use in any one or more of the following applications:

“Associate” in relation to KPR means, through the Effective Date, Shell Elastomers, Inc. and Shell Elastomers LLC, companies incorporated under the laws of Delaware, and, after the Effective Date, any company controlling, controlled by or under common control with KPR, provided, however, that Associates in relation to KPR shall not include at any time SIRM or any of its Associates or SOC or any of its Associates or any portfolio companies of RK Polymers LLC (“Buyer”) and its affiliates other than Shell Elastomers, Inc. and subsidiaries of Shell Elastomers, Inc.

“Associate” in relation to SEL means, through the Effective Date, Shell Elastomers, Inc., a company incorporated under the laws of Delaware and Kraton Polymers Research B.V., a company incorporated under the laws of the Netherlands, and, after the Effective Date, any company controlling, controlled by or under common control with SEL, provided, however, that Associates in relation to SEL shall not include at any time SIRM or any of its Associates or SOC or any of its Associates or any portfolio companies of Buyer and its affiliates other than Shell Elastomers, Inc. and subsidiaries of Shell Elastomers, Inc.

“Associate” in relation to SIRM means N.V. Koninklijke Nederlandsche Petroleum Maatschappij, a Netherlands company, The “Shell” Transport and Trading Company p.l.c., an English company and any company other than SIRM or SOC or an Associate of SOC or SEL or an Associate of SEL or KPR or an Associate of KPR, which is at the time in question directly or indirectly associated with these two companies or either of them.

“Associate” in relation to SOC means any company which is at the time in question directly or indirectly associated with SOC, provided that Associate shall not mean SEL or an Associate of SEL or KPR or an Associate of KPR.

(i) directly associated with a company or companies if the latter holds/hold shares carrying more than fifty per cent (50%) of the votes exercisable at a general meeting (or its equivalent) of the particular company; and

(ii) indirectly associated with a company or companies (hereinafter called “the Parent Company or Companies”) if a series of companies can be specified, beginning with the Parent Company or Companies and ending with the particular company, so related that each company of the series, except the Parent Company or Companies, is directly associated with one or more companies earlier in the series.

“Closing” has the meaning set forth in Schedule A to the Master Sale Agreement dated August 31, 2000 by and among SOC, SEI and RK Polymers LLC.

“Elastomers Business” means for purposes of this Intellectual Property Transfer and Licence Agreement that business carried out in the Elastomers Field by or for Shell Chemical Company or SEL for the manufacture of Products and for the marketing and sale of Products so manufactured, together with research and development activities carried out in support thereof, in each case within two (2) years prior to the Effective Date.

“Elastomers Field” means the manufacture, use or sale of Products, including research and development in support thereof, provided, however, in respect of any and all Products, Elastomers Field excludes:

(a) use and/or sale of (and research and development in support thereof for) Additives and intermediates ultimately intended for use in manufacturing Additives,

(b) manufacture of (and research and development in support thereof for) Additives and intermediates ultimately intended for use in manufacturing Additives, for any purpose other than sale to SOC or its designees or to designees of SIRM;

(c) preparation, use and sale of blends of any of Products, in a total amount up to 25 percent by weight basis the total blend, with linear CO/olefin polymers in which CO/olefin polymers monomer units originating from carbon monoxide alternate with olefinic monomer units originating from ethene and optionally one or more further linear aliphatic alpha-olefins of up to 20 carbon atoms, which CO/olefin polymers have a crystalline melting point of at least 150C and a limiting viscosity number of at least 0.6 dl/g, measured in m-cresol at 60C, and research and development in support of such preparation, use or sale of such blends;

(d) use and/or sale of Products (and research and development in support thereof) as components of bituminous compositions other than compositions developed by the Elastomers Business based on specific Products or derivatives of Products; provided, however, that this exclusion (d) does not apply to the use and/or sale of Products (and research and development in support thereof) as components of any bituminous compositions containing disulphide compatibilizing agents; and

(e) manufacture, use and/or sale of (and research and development in support thereof for) particles of styrene or alkyl-substituted styrene homopolymers and particles of copolymers containing at least 90 percent by weight styrene or alkyl-substituted styrene and up to 10 percent by weight of another vinyl monomer, which particles are prepared by adiabatic anionic polymerisation in an extruder with the aid of alkali metal initiators.

“Elastomers Technical Information” means: i) information of the types described in Appendix 4, and ii) other technical know-how, data and information which SOC has the right to license and which has been exclusively used in the Elastomers Business; provided, however, that Elastomers Technical Information shall not include Excluded Technical Information or Shell Technical Information. For the avoidance of doubt, Elastomers Technical Information shall not include any technical know-how, data or information which has been received by or on behalf of SOC from a Third Party subject to conditions which prohibit its disclosure to SEL.

“Equivalent Products” means copolymers prepared by a process other than anionic polymerisation, but otherwise meeting all specifications for any of the Products coming within the definition of Products.

(a) technical information of the types described in Appendix 5, without regard to its source or any prior usage by the Elastomers Business; and

(b) that technical information to which the Elastomers Business may have had access but which has not been used (whether for research, development or commercial purposes) by or in the Elastomers Business.

(b) any other agreements existing on the Effective Date to which SOC or an Associate of SOC is a party and the purpose of which is either (a) the disclosure or receipt of confidential information primarily for the purposes of the Elastomers Business, (b) the grant of material rights in respect of patents and/or technical information primarily for the purpose of manufacture and/or sale of Products in the Elastomers Field, or (c) the grant of material rights in respect of patents and technical information which rights were acquired by SOC primarily for the purposes of the Elastomers Business.

“Invention Disclosures” means those written disclosures, listed in Appendix 3, which have been received prior to the Effective Date by the Intellectual Property Services organisations of Shell Oil Company, Shell International Limited or Shell International B.V., of inventions for which no patent application has been filed prior to the Effective Date. For all purposes of this Agreement, the descriptions of inventions in the Invention Disclosures shall be considered technical information unless and until the inventions are claimed in patent applications at which time they will be deemed to be Invention Disclosure Rights.

“Invention Disclosure Rights” means all claims made in patent applications based on any of the Invention Disclosures which may be filed in any country to the extent such claims are directed to inventions in the Elastomers Field which are owned by SOC, and any and all patents issuing in any country from such patent applications and any and all re-examinations, reissues and extensions of all such patents.

“KPR” means Kraton Polymers Research B.V., a company formed under the laws of the Netherlands and having an office at One Rockefeller Plaza, 32nd Floor, New York, New York 10020.

“Part I Patent Rights” means the Patent Rights listed in, or based on or issuing from those Patent Rights listed in, Part I of Appendix 2.

“Part II Patent Rights” means the Patent Rights listed in, or based on or issuing from those Patent Rights listed in, Part II of Appendix 2.

“Part III Patent Rights” means the Patent Rights listed in, or based on or issuing from those Patent Rights listed in, Part III of Appendix 2.

“Part IV Patent Rights” means the Patent Rights listed in, or based on or issuing from those Patent Rights listed in, Part IV of Appendix 2.

“Part I Invention Disclosures” means the Invention Disclosures listed in Part I of Appendix 3.

“Part II Invention Disclosures” means the Invention Disclosures listed in Part II of Appendix 3.

“Part III Invention Disclosures” means the Invention Disclosures listed in Part III of Appendix 3.

“Parties or Party” means as the context requires, both or each of SEL and SOC.

(b) any other patent applications which may later be filed based on (a) above in any country to the extent the claims thereof are directed to inventions which SOC has a right to license or assign and which are used in or relate to the Elastomers Field;

(c) any patents issuing in any country from patent applications of (a) or (b) above; and

(d) any re-examinations, reissues and extensions of patents of (a) or (c) above.

block copolymers having at least one styrene polymer block and at least one isoprene and/or butadiene polymer block (wherein any one of theses blocks may be random or tapered blocks of styrene, isoprene and/or butadiene), having a total polystyrene content in the range of from 2% by weight to less than 90% by weight and a total number average molecular weight of at least 35,000 g/mol, or in the case of radial or star polymers an arm number average molecular weight of at least 20,000 g/mol, as determined by gel permeation chromatography using polystyrene calibration standards, which block copolymers have been prepared by anionic polymerisation;

(b) hydrogenated block copolymers prepared by at least partly hydrogenating the isoprene and/or butadiene polymer block(s) of the block copolymers of (a);

(c) functionalised hydrogenated block copolymers prepared by grafting at least 0.1% by weight of a dicarboxylic acid compound, or a derivative thereof, onto a hydrogenated block copolymer of (b) or an unhydrogenated block copolymer of (a);

(d) non-thermoplastic polyisoprene rubber, prepared by anionic polymerisation of isoprene;

(e) blends of copolymers of (a), (b), or (c) with up to 50% by weight of a plasticizer;

(f) polymers of isoprene and/or butadiene, and optionally styrene, having a total number average molecular weight of less than 35,000 g/mol, or in the case of radial or star polymers an arm number average molecular weight of more than 1,000 g/mol and less than 20,000 g/mol, as determined by gel permeation chromatography using polystyrene calibration standards, which polymers have been prepared by anionic polymerisation;

hydrogenated polymers prepared by at least partly hydrogenating the butadiene and/or isoprene in the polymers of (f);

(h) optionally hydrogenated polymers of (f) containing terminal functionality (including, but not limited to, hydroxy, carboxy, or amino groups or acrylated or glycidated derivatives thereof, fluorine, or ethylene oxide groups) and/or containing epoxy groups resulting from epoxidation of part or all of the olefinic unsaturation present in the polymers, or containing acid derivatives of such epoxy groups;

(i) star (i) polyisoprene homopolymers and (ii) block copolymers with polyisoprene blocks and polybutadiene blocks, where (i) or (ii) may contain up to 10% by weight of polystyrene and have a total number average molecular weight of at least 20,000 g/mol, as determined by gel permeation chromatography using polystyrene calibration standards, which homo- and block copolymers have been prepared by anionic polymerisation, and which star homopolymers and block copolymers have been hydrogenated;

(j) compounds of (a), (b), and/or (c) with polyolefins, polyphenylene oxide, polycarbonate, polybutylene terephthalate, polystyrene, or ethylene vinylacetate and non-polymeric components including tackifiers, fillers, and oil, wherein (a), (b) and (c) comprise at least 40% by weight of the total polymer in the compound and the Shore D hardness of the compound is no more than 60;

(l) randomly polymerised styrene butadiene rubbers having a glass transition temperature of less than 0C, wherein any homopolystyrene blocks have a molecular weight of less than 3,000 g/mol, which styrene butadiene rubbers are manufactured by anionic polymerisation;

(m) block copolymers having at least one isoprene block and at least one butadiene block having a 1,2 vinyl content of less than 15%, or block copolymers having at least one butadiene block having a 1,2 vinyl content of less than 15% and a butadiene block having a 1,2 vinyl content of more than 25%, and a total number average molecular weight of at least 35,000 g/mol, or in the case of radial or star polymers an arm number average molecular weight of at least 20,000 g/mol, as determined by gel permeation chromatography using polystyrene calibration standards, which block copolymers have been prepared by anionic polymerisation and which block copolymers have been hydrogenated;

(n) block copolymers having at least one polysiloxane block and at least one other block which may be a polystyrene block or a polyethylene block which block copolymers have been prepared by anionic polymerisation;

(o) any polymer, polymer-containing compound or blend corresponding to (a) through (n), wherein the polymer has been prepared by anionic polymerisation from other conjugated diene monomers and/or other vinyl aromatic hydrocarbon monomers and/or containing other functional groups;

(p) block copolymers having at least one conjugated diene block and optionally a vinyl aromatic hydrocarbon block and at least one block of another anionically

polymerisable monomer such as acrylic monomers or ethylene which block copolymers have been prepared by anionic polymerisation;

(q) block copolymers (a) through (p), wherein the polystyrene block has been hydrogenated;

“Secondary Field” means the use or sale of Equivalent Products, including research and development in support thereof, provided however in respect of all Equivalent Products, Secondary Field excludes:

(a) use and/or sale of (and research and development in support thereof for) Additives and intermediates ultimately intended for use in manufacturing Additives,

(c) preparation, use and sale of blends of any of Equivalent Products, in a total amount up to 25 percent by weight basis the total blend, with linear CO/olefin polymers in which CO/olefin polymers monomer units originating from carbon monoxide alternate with olefinic monomer units originating from ethene and optionally one or more further linear aliphatic alpha-olefins of up to 20 carbon atoms, which CO/olefin polymers have a crystalline melting point of at least 150C and a limiting viscosity number of at least 0.6 dl/g, measured in m-cresol at 60C, and research and development in support of such preparation, use or sale of such blends;

(d) use and/or sale of Equivalent Products (and research and development in support thereof) as components of bituminous compositions other than compositions developed by the Elastomers Business based on specific Equivalent Products or derivatives of Equivalent Products; provided, however, that this exclusion (d) does not apply to the use and/or sale of Equivalent Products (and research and development in support thereof) as components of any bituminous compositions containing disulphide compatibilizing agents; and

“Shell Technical Information” means all technical information which has been used (whether for research, development or commercial purposes) in the Elastomers Business but was not developed or acquired exclusively by or for the Elastomers Business. Shell Technical

Information includes but is not limited to information of the types described in Appendix 6. Shell Technical Information shall not include any Elastomers Technical Information or Excluded Technical Information. For the avoidance of doubt, Shell Technical Information shall not include any technical know-how, data or information which has been received by or on behalf of SOC from a Third Party subject to conditions which prohibit its disclosure to SEL.

“SIRM” means Shell Internationale Research Maatschappij B.V., a company incorporated under the laws of the Netherlands and having its registered office at 30 Carel van Bylandtlaan, The Hague, the Netherlands.

“Technical Copyrights” means all rights world-wide of copyright existing on the Effective Date, other than those for which SOC is entitled to grant licences by virtue of existing agreements, in all documents, drawings, plans and other works (other than software) to the extent they recite, depict or describe Elastomers Technical Information and/or Shell Technical Information.

“Third Party” means any person other than SOC or its Associates, or SEL. For avoidance of doubt, SIRM and its Associates are Third Parties for purposes of this Agreement.

“United States” or “U.S.” means the United States of America and the states, commonwealths, territories and possessions thereof.

.2 The headings contained in this Agreement are for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

.3 Except where and to the extent that a contrary intention otherwise appears, words importing the singular number include the plural number and vice-versa and words importing any gender include all other genders.

.4 References to Clauses and Appendices are references to clauses and appendices of this Agreement, unless otherwise indicated.

1.5 This Agreement shall not be construed to assign, license or otherwise convey from one Party to the other any right of ownership, possession or use of hardware, software, databases, networks, firmware or other information technology (other than in respect of technical information stored therein relating to the manufacture, sale and/or use of Products in the Elastomers Business).

.6 References in this Agreement to the rights of Third Parties shall be construed to mean the rights of Third Parties pursuant to (a) the Intellectual Property Agreements, (b) other Third Party agreements to which SEL or an Associate of SEL is a party or is otherwise bound, or (c) other Third Party agreements which are utilized solely in the Elastomers Business.

2 By execution of the Assignment document in Part I of Appendix 7, SOC assigns to SEL all right, title and interest of SOC in and to the Part I Patent Rights, subject to the rights of Third Parties. The assignment of Part I Patent Rights shall be effective from the Effective Date, contingent upon Closing.

2.2 By execution of the Assignment document in Part II of Appendix 8, SOC assigns to SEL all right, title and interest of SOC in and to the Part II Patent Rights, subject to the rights of Third Parties. The assignment of Part II Patent Rights shall be effective from the Effective Date, contingent upon Closing.

2.3 By execution of the License document in Part II of Appendix 9, SEL grants back to SOC in respect of all Part II Patent Rights assigned to SEL hereunder:

(a) an irrevocable, transferable, fully paid-up, exclusive licence, subject to the rights of Third Parties, with all rights to grant sub-licences, to practise outside the Elastomers Field under the Part II Patent Rights and to conduct research and development in support thereof; and

(b) irrevocable, fully-paid-up, non-exclusive licences in the Elastomers Field, with the right to grant sub-licences, to:

(i) blend Products with epoxy resins and/or polyesters and use and sell such blends, and conduct research and development in support of such activities;

(ii) manufacture, use and sell refinery products including fuels, lubricants, bituminous compositions and chemical feedstocks, and conduct research and development in support thereof; and

(iii) use and sell Products in connection with operations for the exploration for and production of oil, gas and other minerals, and conduct research and development in support thereof.

The licenses of this Clause 2.3 are effective from the Effective Date, contingent upon Closing.

2.4 By execution of the License document in Part III of Appendix 10, subject to the rights of Third Parties, SOC grants to SEL:

(a) an irrevocable, transferable, fully paid-up, exclusive (except as noted below in Clause 2.4(b)) licence, with all rights to grant sub-licences, to practise in the Elastomers Field under the Part III U.S. Patent Rights,

(b) an irrevocable, fully paid-up, non-exclusive licence, with the right to grant sub-licences, to make, have made, use, sell and distribute Products in the Elastomers Field under the Part III U.S. Patent Rights, to

(i) blend Products with epoxy resins and/or polyesters and use and sell such blends and conduct research and development in support of such activities;

(ii) manufacture, use and sell refinery products including fuels, lubricants, bituminous compositions and chemical feedstocks, and conduct research and development in support thereof; and

(iii) use and sell Products in connection with operations for the exploration for and production of oil, gas and other minerals, and conduct research and development in support thereof.

The licenses of this Clause 2.4 are effective as of the Effective Date, contingent upon Closing.

2.5 With effect from the Effective Date, and subject to the rights of Third Parties, SOC grants to SEL an irrevocable, fully paid-up, non-exclusive licence, with the right to grant sub-licences, to practice Part IV U.S. Patent Rights in the Elastomers Field. The license of this Clause 2.5 is contingent upon Closing.

2.6 SEL specifically covenants not to practise under the Patent Rights assigned or licensed to SEL pursuant to this Clause 2, in connection with the manufacture, use or sale of Additives or intermediates ultimately intended for use in the manufacture of Additives, other than the manufacture of Additives and/or such intermediates for sale to SOC or its designees or to designees of SIRM.

2.7 Responsibility for the further filing, prosecution, issuance, maintenance, defense and enforcement of the Part I and II U.S. Patent Rights shall pass to SEL on the Effective Date. SOC shall notify any attorneys and/or agents who act for SOC in relation to such Part I and Part II Patent Rights of the assignment of these Patent Rights to SEL, and that from the Effective Date such attorneys and agents are to take their instructions from SEL and charge all fees and costs for filing, prosecuting, maintaining, defending and enforcing such Patent Rights to SEL. Such attorneys and agents shall be requested promptly to send an invoice to SOC for their fees in respect of services rendered up to the Effective Date in relation to the Part I and Part II U.S. Patent Rights. SOC shall pay for all such services identified as being rendered prior to the Effective Date. Case files relating to the Part I and Part II U.S. Patent Rights will be transferred to SEL. For a reasonable period of time after the Effective Date, SOC agrees to cooperate, at the request and expense of SEL and subject to the reasonable availability in SOC of necessary expertise, in activities (not involving legal advice) undertaken by or for SEL in connection with the filing, prosecution and/or maintenance of Part I and Part II Patent Rights.

2.8 Subject to Clauses 2.12, 2.13 and 2.14, each Party shall from the Effective Date have responsibility for prosecuting, maintaining, defending and enforcing those Patent Rights which it owns and under which licences are granted to the other Party pursuant to this Agreement.

2.9 To the extent that any Patent Rights are in the name of an Associate of SOC, SOC shall procure that such Associate assigns or licenses to SEL the Patent Right(s) as envisaged by this Clause 2, and that such Associate shall comply with the terms of this Clause 2.

SOC irrevocably waives in favour of SEL all rights of SOC and SOC’s Associates to make, have made, use and sell Products inside the Elastomers Field under Part I Patent Rights and Part II Patent Rights, for countries other than the United States.

SEL shall be responsible for and shall bear all expenses, including but not limited to official fees associated with recordal at the relevant patent offices, of the transfer to SEL hereunder of title in the Part I and Part II Patent Rights. SOC agrees to co-operate with SEL in the recordal of such transfer by executing required documents in a form acceptable to SOC, which shall be prepared by SEL. Upon written request from a Party, the other Party shall arrange for the execution and delivery of any other assignment documents or other instruments necessary to effectuate any aspects of the assignments or licenses provided for in this Clause 2.

With effect from the Effective Date, each Party shall give written notice to the other Party upon becoming aware of any infringement or threatened or suspected infringement of, or of any challenge to, the Part II or Part III U.S. Patent Rights and:

(a) SEL (or its designee) will have the sole right (but is not obligated) to bring proceedings at its own cost and for its own account to enforce such Part II and Part III U.S. Patent Rights against infringement in the Elastomers Field occurring on or after the Effective Date. SOC (or its designee) will have the sole right (but is not obligated) to bring proceedings at its own cost and for its own account to enforce such Part II and Part III U.S. Patent Rights against infringement occurring prior to the Effective Date in the Elastomers Field or occurring outside the Elastomers Field at any time. Each Party shall have the right, at its own cost, to join in any suit to enforce such Part II and Part III U.S. Patent Rights and to participate in the defense of any challenge to such Part II and Part III U.S. Patent Rights. Unless otherwise agreed, SEL will recover for its own account damages for infringement in the Elastomers Field occurring on or after the Effective Date, and SOC will recover for its own account damages for infringement occurring prior to the Effective Date in the Elastomers Field or occurring outside the Elastomers Field at any time.

(b) A Party not joining an enforcement or participating in a defense proceeding under this Clause 2.12 shall provide such assistance as may reasonably be required by and at the expense of the Party initiating or defending such proceeding and shall make no admission as to liability nor agree to any settlement or compromise.

If SEL notifies SOC that SEL does not intend to continue to prosecute or maintain any of the Part II U.S. Patent Rights, SEL shall, at SOC’s request, assign to SOC (or its designee) the rights of SEL in such of the Part II Patent Rights which it does not wish to prosecute or maintain. SEL shall have an irrevocable, fully paid-up, world-wide, non-exclusive licence, with the right to grant sub-licences, to make, have made, use, sell and distribute Products in the Elastomers Field under the Part II Patent Rights so assigned to SOC.

If SOC notifies SEL that SOC does not intend to continue to prosecute or maintain any of the Part III U.S. Patent Rights, SOC shall, at SEL’s request, assign to SEL (or its designee) the

rights of SOC in such of the Part III U.S. Patent Rights which SOC does not wish to prosecute or maintain, and SEL shall grant back to SOC an irrevocable, transferable, fully paid-up, world-wide, non-exclusive licence, with the right to grant sub-licences, to practise outside the Elastomers Field the inventions covered by the Part III Patent Rights so assigned to SEL, and also licences under the Part III Patent Rights so assigned to SEL which are equivalent to those set out in Clause 2.3(b) for Part II Patent Rights.

SEL acknowledges that SOC reserves the right to grant irrevocable, fully-paid-up, nonexclusive licenses, with the right to grant sublicenses, for practices of the inventions of the Patent Rights K-4801, K-4853 and K-4806 in connection with the manufacture, sale and use of polyester resins.

2.16 By execution of the License document in Part II of Appendix 2, subject to the rights of Third Parties, SOC grants to SEL an irrevocable, fully paid-up, non-exclusive license, with the right to grant sub-licenses, to use and sell Equivalent Products in the Secondary Field under claims in the Part II U.S. Patent Rights.

The licenses of this Clause 2.16 are effective as of the Effective Date, contingent upon Closing.

In addition to the rights granted to SEL in Clause 2.4(a), subject to the Rights of Third Parties existing at the Effective Date, SOC grants to SEL the right (but SEL does not undertake an obligation) to bring suit to enforce claims in the Part II U.S. Patent Rights and the Part III U.S. Patent Rights in its own name and at its sole expense and for its own account against unauthorised infringement in the Secondary Field in respect of the use or sale of Equivalent Products on or after the Effective Date.

2.18 SOC acknowledges that no right or licence, either express or implied, is granted to SOC under any patent or other intellectual property right owned by SEL, except as expressly provided by the terms of this Agreement.

SEL acknowledges that no right or licence, either express or implied, is granted to SEL under any patent or other intellectual property right owned by SOC, except as expressly provided by the terms of this Agreement.

3 With effect from the Effective Date, and subject to the rights of Third Parties, SOC hereby assigns to SEL all right, title and interest of SOC in and to Part I Invention Disclosure Rights, subject to the grant-backs to SOC of rights set out below in this Clause 3.1. Subject to Clause 3.6, SEL shall have the right to file and prosecute claims of patent applications coming within the Part I Invention Disclosure Rights and issue, maintain, defend and enforce claims of patents coming within the Part I Invention Disclosure Rights.

With effect from the Effective Date, SEL grants back to SOC in respect of all such Part I Invention Disclosure Rights assigned to SEL hereunder:

(a) an irrevocable, transferable, fully paid-up, exclusive licence, subject to the rights of Third Parties, with all rights to grant sub-licences, to practise in the U.S. outside the Elastomers Field under the Part I Invention Disclosure Rights and to conduct research and development in support thereof; and

(b) irrevocable, fully-paid-up, non-exclusive licences in the Elastomers Field, with the right to grant sub-licences, to:

(i) blend Products with epoxy resins and/or polyesters and use and sell such blends, and conduct research and development in support of such activities;

(ii) manufacture, use and sell refinery products including fuels, lubricants, bituminous compositions and chemical feedstocks, and conduct research and development in support thereof; and

(iii) use and sell Products in connection with operations for the exploration for and production of oil, gas and other minerals, and conduct research and development in support thereof.

With effect from the Effective Date, and subject to the rights of Third Parties, SOC grants to SEL:

(a) an irrevocable, transferable, fully paid-up, exclusive (except as noted below in Clause 3.2(c)) licence, with the right to grant sub-licences, to make, have made, use, sell and distribute Products in the Elastomers Field in the U.S. under the Part II Invention Disclosure Rights;

(b) an irrevocable, fully paid-up, non-exclusive licence, with the right to grant sub- licences, to practise in the Elastomers Field in the U.S. under the Part III Invention Disclosure Rights; and

(c) irrevocable, fully paid-up, non-exclusive licences, with the right to grant sub-licences, to practice in the Elastomers Field in the U.S. under the Part II Invention Disclosure Rights to:

(i) blend Products with epoxy resins and/or polyesters and use and sell such blends, and conduct research and development in support of such activities;

(ii) manufacture, use and sell refinery products including fuels, lubricants, bituminous compositions and chemical feedstocks, and conduct research and development in support thereof; and

(iii) use and sell Products in connection with operations for the exploration for and production of oil, gas and other minerals, and conduct research and development in support thereof.

SEL specifically covenants not to practise inventions for which it receives rights under this Clause 3, in connection with the manufacture, use or sale of Additives or intermediates

ultimately intended for use in the manufacture of Additives, other than the manufacture of Additives and/or such intermediates for sale to SOC or designees of SOC or designees of SIRM.

3.4 For a reasonable period of time after the Effective Date, SOC agrees to cooperate, at the request and expense of SEL and subject to the reasonable availability in SOC of necessary expertise, in activities (not involving legal advice) undertaken by or for SEL in connection with the filing and/or prosecution of patent applications for Part I Invention Disclosures. Upon written request from a Party, the other Party shall arrange for the execution and delivery of any assignment documents or other instruments necessary to effectuate any aspects of the assignments or licences provided for in this Clause 3.

3.5 To the extent that any Invention Disclosure Rights are controlled by an Associate of SOC, SOC shall procure that such Associate assigns or licenses to SEL the Invention Disclosures as envisaged by this Clause 3.

3.6 Patent applications and patents resulting from Part I Invention Disclosures shall be subject to the provisions of Clauses 2.12 and 2.13, in the same respect as Part II Patent Rights.

3.7 Patent applications and patents resulting from Part II Invention Disclosures shall be subject to the provisions of Clauses 2.12 and 2.14, in the same respect as Part III Patent Rights.

3.8 Subject to the rights of Third Parties, SOC grants to SEL an irrevocable, fully paid-up, non-exclusive license, with the right to grant sub-licenses, to use and sell Equivalent Products in the Secondary Field under the Part I U.S. Invention Disclosure Rights.

The licenses of this Clause 3.8 are effective as of the Effective Date, contingent upon Closing.

3.9 In addition to the rights granted to SEL in Clause 3.2(a), subject to the Rights of Third Parties existing at the Effective Date, SOC grants to SEL the right to bring suit to enforce claims in the Part I U.S. Invention Disclosure Rights and the Part II U.S. Invention Disclosure Rights in its own name and at its sole expense and for its own account against unauthorised infringement in the Secondary Field in respect of the use or sale of Equivalent Products on or after the Effective Date.

4 With effect from the Effective Date, subject to the rights of Third Parties, SOC grants to SEL an irrevocable, fully paid-up, exclusive (except as noted below in this Clause 4.1) licence, with the right to grant sub-licences, to use Elastomers Technical Information in the Elastomers Field in the U.S.

(a) blend Products with epoxy resins and/or polyesters and use and sell such blends, and conduct research and development in support of such activities;

(b) manufacture, use and sell refinery products including fuels, lubricants, bituminous compositions and chemical feedstocks, and conduct research and development in support thereof; and

(c) use and sell Products in connection with operations for the exploration for and production of oil, gas and other minerals, and conduct research and development in support thereof.

For the avoidance of doubt, SOC retains all rights including all sub-licensing rights, outside the Elastomers Field with respect to Elastomers Technical Information.

4.2 With effect from the Effective Date, subject to the rights of Third Parties, SOC grants to SEL:

(a) an irrevocable, fully paid-up, non-exclusive licence in the Elastomers Field in the U.S., with the right to grant sub-licences, to use Shell Technical Information other than that identified in Part A of Appendix 6; and

(b) an irrevocable, fully paid-up non-exclusive license in the Elastomers Field in the U.S., without any right to grant sub-licenses, to use Shell Technical Information identified in Part A of Appendix 6.

4.3 SOC shall use reasonable efforts to promptly make available to SEL Elastomers Technical Information in accordance with Appendix 4 and, at SEL’s request and cost, Shell Technical Information which is, in either case, as of the Effective Date in the possession of SOC in written or other tangible form, to the extent to which such information is, as of the Effective Date, either owned by SOC or under control of SOC. The nature of the physical transfer to SEL of Shell Technical Information shall be consistent with the manner in which such Shell Technical Information has been made available to the Elastomers Business. For the avoidance of doubt, SOC shall have no obligation to make available to SEL Shell Technical Information or Elastomers Technical Information which has been received by or on behalf of SOC from a Third Party subject to conditions which prohibit its transfer or disclosure to SEL. Details as to the implementation of this provision shall be agreed as circumstances reasonably require following the Effective Date. SEL shall promptly pay to SOC any costs which SOC or an Associate of SOC reasonably incurs in complying with the obligations under this Clause.

4.4 SEL specifically covenants not to practise under the grants of this Clause 4 in connection with the manufacture, use or sale of Additives or intermediates ultimately intended for use in the manufacture of Additives, other than the manufacture of Additives and/or such intermediates for sale to SOC or its designees or to designees of SIRM.

4.5 This Agreement shall not be construed to grant SEL any rights or licences in respect of Excluded Technical Information.

5.1 SOC shall assign, or shall cause the assignment of, and SEL agrees to accept assignment of, those Intellectual Property Agreements that SOC has authority to assign, so that SEL shall be entitled to the benefit and shall be subject to the burden thereof as of the Effective Date. SEL shall carry out, perform and complete all obligations and liabilities to be discharged under such Intellectual Property Agreements on or after the Effective Date, and shall indemnify, defend and hold harmless SOC and its Associates and SIRM and its Associates and their respective officers, directors, employees and agents from and against any claim in respect of failure on the part of SEL to cany out, perform and complete such obligations and liabilities. SOC shall indemnify, defend and hold harmless SEL and its Associates and their respective officers, directors, employees and agents against any claim for any failure by SOC and/or its Associates to carry out, perform or complete all obligations or liabilities to be discharged under the Intellectual Property Agreements prior to the Effective Date.

5.2 From the Effective Date, insofar as the benefit or burden of any of the Intellectual Property Agreements cannot effectively be assigned to SEL except by an agreement for novation or with consent to the assignment from a Third Party, at the request of SEL, SOC shall use reasonable efforts to assist SEL in pursuing the novation or consent for assignment of any Intellectual Property Agreements material to the Elastomers Business, provided, however, that such cooperation shall not include any requirement of SOC or any of its Associates to expend money (other than money which SEL has agreed in writing to reimburse), commence or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any Third Party. No representation or warranty has been given or can be given that the other parties to the Intellectual Property Agreements will agree to the assignment or novation thereof in favour of SEL. From the Effective Date, and until any necessary Third Party consent to the assignment of an Intellectual Property Agreement may be obtained, a novation agreement may be entered into or other arrangements may be effected, if it is permissible under the Intellectual Property Agreement in question, SOC shall (at SEL’s expense) either make a grant to SEL of, or procure from the relevant Associate of SOC a grant to SEL of, a sub-licence under the Intellectual Property Agreement, and SEL shall, without limitation to Clause 5.1, be liable for any fees associated with such sub-licence.

With effect from the Effective Date and subject to Clause 7 and the rights of Third Parties, SOC grants SEL a non-exclusive, fully paid-up licence under its Technical Copyrights, together with a right to grant sub-licences to copy, use and/or modify, and a right to enforce the Technical Copyrights against Third Parties in the Elastomers Field. No licence is granted under this Clause 6 in respect of any copyrights in any Excluded Technical Information, whether such technical information is contained in any work alone or in combination with any Shell Technical Information and/or any Elastomers Technical Information.

7.1 With the exception of the exercise of the rights of SOC under Clauses 2, 3 and 4, and of activities undertaken at the request of SEL, SOC undertakes for itself and its Associates that they:

(a) shall not use or allow or assist others to use any Elastomers Technical Information in the Elastomers Field; and

(b) shall not disclose any Elastomers Technical Information to any Third Party for use, directly or indirectly, in the Elastomers Field.

7.2 With the exception of the exercise of the rights of SEL under Clauses 2, 3 and 4, and of activities undertaken at the request of SOC, SEL undertakes for itself and its Associates that they:

(a) shall not use or allow or assist others to use any Elastomers Technical Information outside the Elastomers Field; and

(b) shall not disclose any Elastomers Technical Information to any Third Party for use, directly or indirectly, outside the Elastomers Field.

7.3 With the exception of the exercise of the rights of SEL under Clauses 2, 3 and 4 and of activities undertaken at the request of SOC, and subject to the provisions of Clause 7.4 governing SEL’s obligations in respect of Shell Technical Information identified in Part A of Appendix 6 and the provisions of Clause 7.8 governing SEL’s obligations in respect of Excluded Technical Information, with regard to (i) Shell Technical Information, and (ii) any other technical information SEL may receive from or on behalf of SOC or its Associates in connection with SEL’s acquisition of the Elastomers Business, SEL undertakes for itself and its Associates that they:

(a) shall not use or allow or assist others to use the same for any purpose other than in relation to its activities within the Elastomers Field; and

(b) except as provided otherwise in Clause 7.3(c) and (d) below, shall not disclose the same to any Third Party; and

(c) shall not disclose the same to a professional advisor or auditor of SEL except for disclosures made on a strictly confidential basis; and

(d) shall not disclose the same to an employee, officer, director, agent, or representative of a Third Party other than a consultant or contractor engaged by SEL, or a Third Party to whom SEL has extended a sub-licence which SEL is permitted to grant hereunder, or any actual or potential banker or financier, without first obtaining agreement in writing by the employee, officer, director, agent, representative, consultant, contractor, sublicensee, actual or potential banker or financier, to use the same only for the purpose for which it is disclosed, and to not disclose the same to any Third Party.

7.4 With the exception of activities undertaken at the request of SOC, and subject to the provisions of Clause 7.8 governing SEL’s obligations in respect of Excluded Technical Information, with regard to Shell Technical Information identified in Part A of Appendix 6, SEL undertakes for itself and its Associates that they:

(a) shall not use the same for any purpose other than in relation to its activities within the

7.5 The undertakings as to each obligated Party pursuant to Clauses 7.1, 7.2, 7.3 and 7.4 above shall not apply to information which as of the Effective Date the obligated Party can show

and shall cease to apply to information which after the Effective Date the obligated Party can show:

(b) has become part of the public knowledge or literature without breach of said undertakings by said obligated Party; or

(c) has been received by it after the Effective Date from a Third Party having a legal right to disclose it to said obligated Party.

(i) specific information merely because it is embraced by or included with other information which falls within any one or more of such exceptions; or

(ii) any combination of information merely because specific information (but not the combination itself) falls within any one or more of such exceptions.

7.6 In the event that the obligated Party is required or requested by any court, legislative or administrative body to disclose any Elastomers Technical Information, Shell Technical Information or other information covered by its undertakings pursuant to this Clause 7, then the obligated Party will, use reasonable efforts prior to disclosure, to promptly notify the other Party so that an appropriate protective order can be sought and/or other action can be taken if possible. In the event that such protective order is not, or cannot be, obtained, then:

(a) The obligated Party may disclose to the appropriate body that portion of the information which it is advised in writing by legal counsel that it is legally required to disclose, provided that it shall use reasonable efforts to obtain assurances that confidential treatment will be accorded to the information; and

(b) The obligated Party shall not be liable for such disclosure to the appropriate body unless such disclosure was caused by or resulted from a previous disclosure by the obligated Party that was not permitted by this Agreement.

7.7 Except for the obligations set forth in Clause 7.4 for Shell Technical Information described in Part A of Appendix 6, the obligations set forth in Clause 7.8 for Excluded Technical Information and the obligations undertaken in the Intellectual Property Agreements, all express and any implied restrictions in respect of disclosure and use of information under Clause 4, Clause 6 and/or Clause 7 of this Agreement shall terminate ten (10) years after the Effective Date.

7.8 It is not the intention of SOC to disclose Excluded Technical Information to SEL. In respect of any Excluded Technical Information which SEL may receive, SEL agrees to hold the same in strict confidence, not to disclose it to any Third Party and not to use it for any purpose whatsoever. To the extent SEL becomes aware that it is in possession of Excluded Technical Information in written or other tangible form (including but not limited to information stored electronically), SEL agrees promptly to return to SOC or destroy such

information, or cause such information to be returned to SOC or destroyed, in each case at SOC’s option.

7.9 The obligations imposed by this Clause 7 are in addition to obligations of confidentiality and restrictions on use of technical information which are imposed by the Intellectual Property Agreements.

8 EXCEPT AS EXPRESSLY PROVIDED IN THE SOC ELASTOMERS MASTER SALE AGREEMENT BETWEEN SHELL OIL COMPANY AND SHELL ELASTOMERS INC. AND RIPPLEWOOD CHEMICAL ACQUISITION LLC, NEITHER SOC NOR ANY OF ITS ASSOCIATES MAKES ANY REPRESENTATION OR EXTENDS ANY WARRANTIES, EXPRESS OR IMPLIED, OR ASSUMES ANY RESPONSIBILITY WHATSOEVER WITH RESPECT TO ANY TECHNICAL INFORMATION. NEITHER SOC NOR ANY OF ITS ASSOCIATES MAKES ANY REPRESENTATIONS OR EXTENDS ANY WARRANTIES, EXPRESS OR IMPLIED, OR ASSUMES ANY RESPONSIBILITY WHATSOEVER WITH RESPECT TO (I) THE SUITABILITY, COMPLETENESS OR ACCURACY OF ANY TECHNICAL INFORMATION WHICH MAY BE DISCLOSED OR LICENSED IN CONNECTION WITH THIS AGREEMENT OR ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; OR (II) THE SCOPE, VALIDITY OR ENFORCEABILITY OF ANY PATENT RIGHTS.

8.2 Neither Party shall be liable for any loss, damage, injury (including, to the full extent permitted by law and no further, personal injury or death), demand or expense, direct or indirect, resulting from negligence, gross negligence, strict liability or whatever the cause and arising out of or in connection with the exercise by the other Party or any licensee or sub-licensee of such other Party of the licences and rights granted under this Agreement. Each Party shall indemnify, defend and hold harmless the other Party and its Associates (and their respective officers, directors, employees and agents) against any claim or action brought by any Third Party for any loss, damage, injury (including, to the full extent permitted by law and no further, personal injury or death), demand or expense arising out of or in connection with the exercise by such Party of any licensee or sub-licensee of such Party of the licences and rights granted under to this Agreement.

9. The licenses granted herein by SOC or SEL, as the case may be, to the Patent Rights, Invention Disclosure Rights, Elastomers Technical Information, Shell Technical Information and Technical Copyrights shall be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, to the fullest extent permitted by law, licenses to rights in “intellectual property” as defined in Section 101 of the Bankruptcy Code. The parties agree that the licensee to any such licenses, as the case may be, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. In the event that a bankruptcy proceeding under the Bankruptcy Code is commenced by or against the licensor of any such licenses, the

licensee shall be entitled, at its option, to: (a) retain all of its rights under this Agreement (including without limitation all rights and licenses granted herein) pursuant to Section 365(n) of the U.S. Bankruptcy Code; or (b) receive complete and equivalent rights in all Patent Rights, Invention Disclosure Rights, Elastomers Technical Information, Shell Technical Information and Technical Copyrights constituting “intellectual property” under Section 101 of the Bankruptcy Code.

The Parties acknowledge that Elastomers Technical Information, Shell Technical Information and other information to be made available hereunder may be subject to export control under the Export Administration Regulations of the United States of America Department of Commerce, and/or export regulations of other United States of America Government agencies including the Department of State and Department of Treasury.

Survival of Covenants and Agreements. Covenants and agreements contained in this Agreement shall survive indefinitely, except as expressly provided otherwise.

Successors, Assigns and Third Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party shall assign this Agreement, directly or indirectly, by operation of law or otherwise, without the prior written consent of the other Party, and any purported assignment that does not comply with this Clause 11.2 shall be null and void ab initio; provided that SEL may assign this Agreement to an Associate of SEL or to any successor of substantially all of the assets utilized in the Elastomers Business in the U.S., and provided that SOC may assign this Agreement to an Associate of SOC or SIRM or to a successor to any business of SOC or its Associates to which some or all of the assets relate, and provided that, in each case, such Associate or successor assumes in writing all of the assigning Party’s obligations hereunder and the assigning Party shall remain bound by the terms of this Clause 11.2 and shall not be relieved of any of its obligations under this Agreement. Except as this Agreement may expressly provide otherwise, nothing in this Agreement is intended or shall be construed to confer upon any person, other than the Parties or their respective successors and permitted assigns, any rights, remedy, or claim under or by reason of this Agreement or any provision herein contained.

.3 Expenses, Transfer Taxes, Etc. Whether or not the transactions contemplated by this Agreement shall be consummated, except as otherwise expressly provided herein, all fees and expenses (including all fees of counsel, actuaries and accountants) incurred by either Party in connection with the negotiation and execution of this Agreement shall be borne by such Party, provided, however, that SEL shall pay, or cause to be paid all applicable transfer taxes and recording fees.

11.4 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware.

11.5 Notices. All notices and other communications given under this Agreement shall be in writing and shall be effective upon receipt by the addressee at the address or telefax indicated below:

Each Party may change its address for purposes of this Agreement by giving the other Party written notice of the new address in the manner set forth above.

Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supercedes all prior agreements and understandings of the Parties, oral or written, with respect to its subject matter.

Headings. The headings contained in this Agreement are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Agreement.

11.8 Severability of Provisions. The invalidity, illegality or unenforceability of any one or more of the provisions of this Agreement shall in no way affect or impair the validity and enforceability of the remaining provisions thereof.

Amendments. This Agreement may be modified, supplemented or amended only by a written instrument executed by the Parties.

10 Waivers/Remedies Cumulative. Except as specifically provided in this Agreement, no failure or delay on the part of any Party in exercising any right, power or remedy hereunder and no course of dealing among the Parties shall operate as a waiver by either Party of such right, power or remedy unless the event giving rise to such right, power or remedy no longer exists or has been cured. Except to the extent otherwise expressly provided in this Agreement, all rights, powers and remedies provided hereunder are cumulative and not exclusive of any rights, powers or remedies provided by law or otherwise. Any waiver or

any provisions of this Agreement by any Party must be upon the express written agreement of such Party.

Execution in Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

AS WITNESS WHEREOF, the Parties have caused this Agreement to be executed in duplicate original at the places and on the dates indicated below.

OWNERSHIP RETAINED BY SOC, EXCLUSIVELY LICENSED TO SEL INSIDE ELASTOMERS FIELD

OWNERSHIP RETAINED BY SOC, NON-EXCLUSIVELY LICENSED TO SEL INSIDE ELASTOMERS FIELD

OWNERSHIP RETAINED BY SOC, EXCLUSIVELY LICENSED TO SEL INSIDE ELASTOMERS FIELD

OWNERSHIP RETAINED BY SOC, NON-EXCLUSIVELY LICENSED TO SEL INSIDE ELASTOMERS FIELD

Technical Reports, such as R&D Reports, Technical Service Reports, notes and memoranda

This AGREEMENT, having an effective date of February 28, 2001 (“the Effective Date”) is made by and between:

Shell Oil Company, a company incorporated under the laws of the State of Delaware and having its registered office at One Shell Plaza, 910 Louisiana Street, Houston, Texas 77002 (hereinafter referred to as “ASSIGNOR”);

Shell Elastomers LLC, a company incorporated under the laws of the State of Delaware and having its registered office at One Rockefeller Plaza, 32nd Floor, New York, New York 10020 (hereinafter referred to as “ASSIGNEE”).

WHEREAS, ASSIGNOR and ASSIGNEE have entered into the Intellectual Property Transfer and Licence Agreement having an effective date of February 28, 2001 (“the IPTLA”),

WHEREAS, pursuant to the IPTLA, ASSIGNOR agreed to assign those United States (“U.S.”) patents and/or patent applications which are set out in the attachment hereto having a heading of “Part I” (“the Part I Patents”) to ASSIGNEE;

NOW, THEREFORE, for good and valuable consideration the receipt of which is hereby acknowledged, ASSIGNOR does hereby assign, effective as of the Effective Date, to ASSIGNEE:

In the event ASSIGNEE assigns to a third party one or more of the U.S. Part I Patents, ASSIGNOR agrees that its obligation in Clause 2.7 of the IPTLA to cooperate for a reasonable time after the Effective Date, at the expense and request of ASSIGNEE, and subject to the reasonable availability in ASSIGNOR of necessary expertise, in activities (not involving legal advice) undertaken by or for ASSIGNEE in connection with the filing, prosecution and/or maintenance of such U.S. Part I Patents, may be extended to such third party

The assignment of each of the patents listed in the Part I Patents shall be construed as separable and divisible from the assignment of every other patent. The unenforceability or invalidity of this Agreement with respect to any one of the patents shall not limit its enforceability or validity, in whole or in part, with respect to any other patent.

This Agreement shall inure to the benefit of ASSIGNEE and its successors, assigns and nominees.

This Agreement may be signed in one or more counterparts, each of which shall be an original and all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been duly signed by an duly authorised representative of each party and received by the other party.

AS WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed in duplicate at the places and on the dates indicated below.

This AGREEMENT, having an effective date of February 28, 2001 (“the Effective Date”) is made by and between:

WHEREAS, ASSIGNOR and ASSIGNEE have entered into the Intellectual Property Transfer and Licence Agreement having an effective date of February 28, 2001 (“the IPTLA”),

WHEREAS, pursuant to the IPTLA, ASSIGNOR agreed to assign those United States (“U.S.”) patents and/or patent applications which are set out in the attachment hereto with a heading of “Part II” (“the Part II Patents”) to ASSIGNEE, and ASSIGNEE agreed to grant back to ASSIGNOR certain licenses under the Patents;

NOW, THEREFORE, for good and valuable consideration the receipt of which is hereby acknowledged, ASSIGNOR does hereby assign, effective as of the Effective Date, to ASSIGNEE:

(1) All of ASSIGNOR’s right, title and interest in and to the U.S. Part II Patents, subject to the grant back of licenses by ASSIGNEE to ASSIGNOR pursuant to a separate Patent License Agreement between ASSIGNOR and ASSIGNEE, also effective as of the Effective Date, which provide for:

(a) an irrevocable, transferable, fully paid-up, exclusive licence, subject to the rights of third parties, with all rights to grant sub-licences, to practise outside the Elastomers Field under the U.S. Part II Patents and to conduct research and development in support thereof, and

(b) irrevocable, fully paid-up, perpetual, non-exclusive licences in the Elastomers Field under the U.S. Part II Patents with the right to grant sub-licenses to:

(i) blend Products with epoxy resins and/or polyesters and use and sell such blends, and conduct research and development in support of such activities;

(ii) manufacture, use and sell refinery products including fuels, lubricants, bituminous compositions and chemical feedstocks, and conduct research and development in support thereof, and

(iii) use and sell Products in connection with operations for the exploration for and production of oil, gas and other minerals, and conduct research and development in support thereof,

wherein the definitions of Products and Elastomers Field are set out in the attachment hereto with a heading of “Definitions”;

(2) The sole right to sue at law or in equity for any infringement, impairment or other unauthorized use or conduct in derogation of the U.S. Part II Patents in the Elastomers Field occurring after the Effective Date, including the right to receive all proceeds and damages therefrom; and

(3) The right to obtain re-examinations, reissues, divisions and extensions in respect of the U.S. Part II Patents.

In the event ASSIGNEE assigns to a third party one or more of the U.S. Part II Patents:

(1) ASSIGNOR agrees that its obligation in Clause 2.7 of the IPTLA to cooperate for a reasonable time after the Effective Date, at the expense and request of ASSIGNEE, and subject to the reasonable availability in ASSIGNOR of necessary expertise, in activities (not involving legal advice) undertaken by or for ASSIGNEE in connection with the filing, prosecution and/or maintenance of such U.S. Part II Patents, may be extended to such third party; and

(2) ASSIGNEE agrees to impose on such third party an obligation to notify ASSIGNOR of any intention of such third party not to continue to prosecute or maintain any of the U.S. Part II Patents and, as set forth in Clause 2.13 of the IPTLA, at ASSIGNOR’S request, to assign to ASSIGNOR (or its designee) the rights of such third party in such U.S. Part II Patents, provided that such third party shall have an irrevocable, fully paid-up, world-wide, non-exclusive licence, with the right to grant sub-licences, to make, have made, use, sell and distribute Products in the Elastomers Field under such U.S. Part II Patents.

The assignment of each of the patents listed in the Part II Patents shall be construed as separable and divisible from the assignment of every other patent. The unenforceability or invalidity of this Agreement with respect to any one of the patents shall’ not limit its enforceability or validity, in whole or in part, with respect to any other patent.

This Agreement shall inure to the benefit of ASSIGNEE, its successors, assignees and nominees.

AS WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed in duplicate at the places and on the dates indicated below.

(a) block copolymers having at least one styrene polymer block and at least one isoprene and/or butadiene polymer block (wherein any one of theses blocks may be random or tapered blocks of styrene, isoprene and/or butadiene), having a total polystyrene content in the range of from 2% by weight to less than 90% by weight and a total number average molecular weight of at least 35,000 g/mol, or in the case of radial or star polymers an arm number average molecular weight of at least 20,000 g/mol, as determined by gel permeation chromatography using polystyrene calibration standards, which block copolymers have been prepared by anionic polymerisation;

(b) hydrogenated block copolymers prepared by at least partly hydrogenating the isoprene and/or butadiene polymer block(s) of the block copolymers of (a);

(c) functionalised hydrogenated block copolymers prepared by grafting at least 0.1% by weight of a dicarboxylic acid compound, or a derivative thereof, onto a hydrogenated block copolymer of (b) or an unhydrogenated block copolymer of (a);

(d) non-thermoplastic polyisoprene rubber, prepared by anionic polymerisation of isoprene;

(e) blends of copolymers of (a), (b), or (c) with up to 50% by weight of a plasticizer;

(f) polymers of isoprene and/or butadiene, and optionally styrene, having a total number average molecular weight of less than 35,000 g/mol, or in the case of radial or star polymers an arm number average molecular weight of more than 1,000 g/mol and less than 20,000 g/mol, as determined by gel permeation chromatography using polystyrene calibration standards, which polymers have been prepared by anionic polymerisation;

(g) hydrogenated polymers prepared by at least partly hydrogenating the butadiene and/or isoprene in the polymers of (f);

(h) optionally hydrogenated polymers of (f) containing terminal functionality (including, but not limited to, hydroxy, carboxy, or amino groups or acrylated or glycidated derivatives thereof, fluorine, or ethylene oxide groups) and/or containing epoxy groups resulting from epoxidation of part or all of the olefinic unsaturation present in the polymers, or containing acid derivatives of such epoxy groups;

(i) star (i) polyisoprene homopolymers and (ii) block copolymers with polyisoprene blocks and polybutadiene blocks, where (i) or (ii) may contain up to 10% by weight of polystyrene and have a total number average molecular weight of at least 20,000 g/mol, as determined by gel permeation chromatography using polystyrene calibration standards, which homo- and block copolymers have been prepared by anionic polymerisation, and which star homopolymers and block copolymers have been hydrogenated;

(j) compounds of (a), (b), and/or (c) with polyolefins, polyphenylene oxide, polycarbonate, polybutylene terephthalate, polystyrene, or ethylene vinylacetate and non-polymeric components including tackifiers, fillers, and oil, wherein (a), (b) and (c) comprise at least 40% by weight of the total polymer in the compound and the Shore D hardness of the compound is no more than 60;

(l) randomly polymerised styrene butadiene rubbers having a glass transition temperature of less than 0C, wherein any homopolystyrene blocks have a molecular weight of less than 3,000 g/mol, which styrene butadiene rubbers are manufactured by anionic polymerisation;

(m) block copolymers having at least one isoprene block and at least one butadiene block having a 1,2 vinyl content of less than 15%, or block copolymers having at least one butadiene block having a 1,2 vinyl content of less than 15% and a butadiene block having a 1,2 vinyl content of more than 25%, and a total number average molecular weight of at least 35,000 g/mol, or in the case of radial or star polymers an arm number average molecular weight of at least 20,000 g/mol, as determined by gel permeation chromatography using polystyrene calibration standards, which block copolymers have been prepared by anionic polymerisation and which block copolymers have been hydrogenated;

(n) block copolymers having at least one polysiloxane block and at least one other block which may be a polystyrene block or a polyethylene block which block copolymers have been prepared by anionic polymerisation;

(o) any polymer, polymer-containing compound or blend corresponding to (a) through (n), wherein the polymer has been prepared by anionic polymerisation from other conjugated diene monomers and/or other vinyl aromatic hydrocarbon monomers and/or containing other functional groups;

(p) block copolymers having at least one conjugated diene block and optionally a vinyl aromatic hydrocarbon block and at least one block of another anionically polymerisable monomer such as acrylic monomers or ethylene which block copolymers have been prepared by anionic polymerisation;

(q) block copolymers (a) through (p), wherein the polystyrene block has been hydrogenated;

(a) use and/or sale of (and research and development in support thereof for) Additives and intermediates ultimately intended for use in manufacturing Additives,

(b) manufacture of (and research and development in support thereof for) Additives and intermediates ultimately intended for use in manufacturing Additives, for any purpose other than sale to designees of SIRM (“Shell Internationale Research Maatschappij B.V.”) or SOC (“Shell Oil Company”) or its designees;

(c) preparation, use and sale of blends of any of Products, in a total amount up to 25 percent by weight basis the total blend, with linear CO/olefin polymers in which CO/olefin polymers monomer units originating from carbon monoxide alternate with olefinic monomer units originating from ethene and optionally one or more further linear aliphatic alpha-olefins of up to 20 carbon atoms, which CO/olefin polymers have a crystalline melting point of at least 150C and a limiting viscosity number of at least 0.6 dl/g, measured in m-cresol at 60C, and research and development in support of such preparation, use or sale of such blends;

(e) manufacture, use and/or sale of (and research and development in support thereof for) particles of styrene or alkyl-substituted styrene homopolymers and particles of copolymers containing at least 90 percent by weight styrene or alkyl-substituted styrene and up to 10 percent by weight of another vinyl monomer, which particles are prepared by adiabatic anionic polymerisation in an extruder with the aid of alkali metal initiators.

“Additives” means components and compositions intended for use in any one or more of the following applications:

THIS AGREEMENT (the “Agreement”), dated as of February 28, 2001 (the “Effective Date”), is made between by and between Shell Elastomers LLC (“Licensor”) and Shell Oil Company (“Licensee”).

WHEREAS, Ripplewood Chemical Acquisition LLC (“Ripplewood”) and Licensee have entered into a Master Sale Agreement dated as of August 31, 2000 (the “MSA”) for the purchase by Ripplewood of Licensor, and Licensor and Licensee have entered into an Intellectual Property Transfer and License Agreement dated as of February 28, 2001 (the “IPTLA”);

WHEREAS, pursuant to the IPTLA, Licensee has assigned to Licensor (the “Assignment”) all of Licensee’s right, title and interest in and to the Part II United States (“US”) Patents (as defined below);

WHEREAS, pursuant to the IPTLA, Licensor has agreed to grant back to Licensee certain licenses in and to the Part II US Patents;

NOW THEREFORE in consideration of the premises and the mutual agreements and covenants hereinafter set forth, Licensor and Licensee, intending to be legally bound, hereby agree as follows:

1.01 “Associate” in relation to Licensee means any company which is at the time in question directly or indirectly associated with Licensee, provided that Associate shall not mean Licensor or an Associate of Licensor. For the purposes of this definition, a particular company is:

(i) directly associated with a company or companies if the latter holds/hold shares carrying more than fifty per cent (50%) of the votes exercisable at a general meeting (or its equivalent) of the particular company; and

(ii) indirectly associated with a company or companies (hereinafter called “the Parent Company or Companies”) if a series of companies can be specified, beginning with the Parent Company or Companies and ending with the particular company, so related that each company of the series, except the Parent Company or Companies, is directly associated with one or more companies earlier in the series.

1.02 “Associate” in relation to Licensor means any company controlling, controlled by or under common control with Licensor.

(b) hydrogenated block copolymers prepared by at least partly hydrogenating the isoprene and/or butadiene polymer block(s) of the block copolymers of (a);

(d) non-thermoplastic polyisoprene rubber, prepared by anionic polymerisation of isoprene;

(e) blends of copolymers of (a), (b), or (c) with up to 50% by weight of a plasticizer;

(g) hydrogenated polymers prepared by at least partly hydrogenating the butadiene and/or isoprene in the polymers of (f);

prepared by anionic polymerisation, and which star homopolymers and block copolymers have been hydrogenated;

(q) block copolymers (a) through (p), wherein the polystyrene block has been hydrogenated;

1.04 “Additives” shall mean components and compositions intended for use in any one or more of the following applications:

1.05 “Elastomers Field” shall mean the manufacture, use or sale of Products, including research and development in support thereof, provided, however, in respect of any and all Products, Elastomers Field excludes:

(a) use and/or sale of (and research and development in support thereof for) Additives and intermediates ultimately intended for use in manufacturing Additives,

(b) manufacture of (and research and development in support thereof for) Additives and intermediates ultimately intended for use in manufacturing Additives, for any purpose other than sale to SOC (“Shell Oil Company”) or its designees or to designees of SIRM (“Shell Internationale Research Maatschappij B.V.”);

1.06 “Parties” shall mean as the context requires, both or each of Licensor and Licensee.

1.07 “Part II US Patents” shall mean the patents and patent applications of the United States listed in the attachment hereto having the heading “Part II” and all continuations, continuations-in-part, divisions, patents of addition, reissues, re-examinations, renewals or extensions thereof, in each case filed or issued for the United States.

1.08 “Third Party” shall mean any party other than Licensor, Licensee and their respective Associates.

2.01 Effective as of the Effective Date, and subject to the terms and subject to the conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor

(a) an irrevocable, transferable, fully paid-up, exclusive license, subject to the rights of Third Parties, with all rights to grant sub-licenses, to practice outside the Elastomers Field under the Part II US Patents and to conduct research and development in support thereof; and

(b) irrevocable, fully-paid-up, non-exclusive licenses in the Elastomers Field under the Part II US Patents, with the right to grant sublicenses, to:

i. blend Products with epoxy resins and/or polyesters and use and sell such blends, and conduct research and development in support of such activities;

ii. manufacture, use and sell refinery products including fuels, lubricants, bituminous compositions and chemical feedstocks, and conduct research and development in support thereof; and

iii. use and sell Products in connection with operations for the exploration for and production of oil, gas and other minerals, and conduct research and development in support thereof.

2.02 Licensee acknowledges that no right or license, either express or implied, is granted to Licensee under any Part II US Patents, except as expressly provided by the terms of this Agreement or the IPTLA.

3.01 Subject to Section 3.03, as of the Effective Date, Licensor acknowledges that it shall be responsible for the further filing, prosecution, issuance, maintenance, defense and enforcement of the Part II US Patents, and Licensee acknowledges its agreement pursuant to the IPTLA to cooperate, for a reasonable period of time after the Effective Date, at the request and expense of Licensor and subject to the reasonable availability in Licensee of necessary expertise, in activities (not involving legal advice) undertaken by or for Licensor in connection with the filing, prosecution and/or maintenance of the Part II US Patents.

3.02 With effect from the Effective Date, each Party shall give written notice to the other Party upon becoming aware of any infringement or threatened or suspected infringement of, or of any challenge to, the Part II US Patents; and

(a) Licensor (or its designee) will have the sole right (but is not obligated) to bring proceedings at its own cost and for its own account to enforce such Part II US Patents against infringement in the Elastomers Field occurring on or after the Effective Date. Licensee (or its designee) will have the sole right (but is not obligated) to bring proceedings at its own cost and for its own account to enforce such Part II US Patents against infringement occurring prior to the Effective Date in the Elastomers Field or occurring outside the Elastomers Field at any time. Each Party shall have the right, at its own cost, to join in any suit to enforce such Part II US Patents and to participate in the defense of any challenge to such Part II US Patents. Unless otherwise agreed, Licensor will recover for its own account damages for infringement after the Effective Date in the Elastomers Field, and Licensee will recover for its own account damages for infringement after the Effective Date outside the Elastomers Field.

(b) A Party not joining an enforcement or participating in a defense proceeding under this Section 3.02 shall provide such assistance as may reasonably be required by and at the expense of the Party initiating or defending such proceeding and shall make no admission as to liability nor agree to any settlement or compromise.

3.03 If Licensor notifies Licensee that Licensor does not intend to continue to prosecute or maintain any of the Part II US Patents, Licensor shall, at Licensee’s request, assign to Licensee (or its designee) the rights of Licensor in such of the Part II US Patents which it does not wish to prosecute or maintain. Licensor shall have an irrevocable, fully paid-up, world wide, non-exclusive license, with the right to grant sub-licenses, to make, have made, use, sell and distribute Products in the Elastomers Field under the Part II US Patents so assigned to Licensee.

4. Confidentiality. The Parties acknowledge that provisions of the IPTLA shall govern the disclosure and use of confidential technical information which may be disclosed by one Party to the other in connection with this Agreement.

5.01 Termination of the Agreement for any reason shall not limit remedies which may be otherwise available in law or equity. Notwithstanding any such termination, any other provision required to interpret and enforce the Parties’ rights and obligations under this Agreement shall also survive, but only to the extent required for the full observation and performance of this Agreement.

5.02 The licenses to the Part II US Patents shall be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses to rights in “intellectual property” as defined in Section 101 of the Bankruptcy Code. The Parties agree that Licensee shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. In the event that a bankruptcy proceeding under the Bankruptcy Code is commenced by or against Licensor, Licensee shall be entitled, at its option, to: (a) retain all of its rights under this Agreement

(including without limitation the rights and licenses granted under Article 2 hereof) pursuant to Section 365(n) of the U.S. Bankruptcy Code; or (b) receive complete and equivalent rights in all Part II US Patents licensed hereunder constituting “intellectual property” under Section 101 of the Bankruptcy Code.

(a) Entire Agreement. This Agreement (including all attachments hereto), the IPTLA, and the MSA and all other agreements to be signed or delivered at closing of the transactions contemplated by the MSA, constitute the full understanding of the parties, a complete allocation of risks between them and a complete and exclusive statement of the terms and conditions of their agreement relating to the subject matter hereof and supersede any and all prior agreements, whether written or oral, that may exist between the parties with respect thereto; provided, however, that this provision is not intended to abrogate the MSA or the IPTLA. In the event of any conflict between the provisions of this Agreement and those of the IPTLA, the provisions of the IPTLA shall control.

(b) Waivers. No waiver by a party with respect to any breach or default or of any right or remedy and no course of dealing or performance, will be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver is expressed in writing signed by the party to be bound. Failure of a party to exercise any right will not be deemed a waiver of such right or rights in the future.

(c) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party shall assign this Agreement, directly or indirectly, by operation of law or otherwise, without the prior written consent of the other Party, and any purported assignment that does not comply with this Section 6(c) shall be null and void ab initio; provided that Licensor may assign this Agreement to an Associate of Licensor or to any successor of substantially all of the assets utilized in the business of Licensee in the Elastomers Field, and provided that Licensee may assign this Agreement to an Associate of Licensee or to a successor to any business of Licensee or its Associates to which such assets relate, and provided that, in each case, such Associate or successor assumes in writing all of the assigning Party’s obligations hereunder and the assigning Party shall remain bound by the terms of this Section 6(c) and shall not be relieved of any of its obligations under this Agreement. Except as this Agreement may expressly provide otherwise, nothing in this Agreement is intended or shall be construed to confer upon any person, other than the Parties or their respective successors and permitted assigns, any rights, remedy, or claim under or by reason of this Agreement or any provision herein contained.

(d) Counterparts. This Agreement may be executed in multiple counterparts, each of which will for all purposes be deemed to be an original and all of which will constitute the same instrument.

(e) Notices. All notices and other communications given under this Agreement shall be in writing and shall be effective upon receipt by the addressee at the address or telefax indicated below:

Each Party may change its address for purposes of this Agreement by giving the other Party written notice of the new address in the manner set forth above.

(f) Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware.

(g) No Third-Party Beneficiaries. With the exception of the Parties to this Agreement, there exists no right of any person to claim a beneficial interest in this Agreement or any rights occurring by virtue of this Agreement.

(h) Interpretation. Words of the masculine gender will be deemed and construed to include correlative words of the feminine and neuter genders. Words importing the singular number will include the plural number and vice versa unless the context will otherwise indicate. References to Articles, Sections and other subdivisions of this Agreement are to the Articles, Sections and other subdivisions of this Agreement as originally executed. The headings of this Agreement are for convenience and do not define or limit the provisions hereof. Words importing persons include firms, associations and corporations. The term “herein,” “hereunder,” “hereby,” “hereto,” “hereof” and any similar terms refer to this Agreement; the term “heretofore” means before the date of execution of this Agreement; and the term “hereafter” means after the date of execution of this Agreement. References herein to “include”, “includes” or “including” shall mean without limitation.

IN WITNESS WHEREOF, the Parties, through their authorized representatives, have executed this Agreement as of the date first written above.


SHELL OIL COMPANY

By:		/s/ Illegible
Name:		Illegible
Title:		Attorney in fact

SHELL ELASTOMERS LLC

By:		/s/ Illegible
Name:		Illegible
Title:		Attorney in fact

IN WITNESS WHEREOF, the Parties, through their authorized representatives, have executed this Agreement as of the date first written above.


SHELL OIL COMPANY

By:
Name:
Title:

SHELL ELASTOMERS LLC

By:		/s/ Illegible
Name:
Title:

THIS AGREEMENT (the “Agreement”), dated as of February 28, 2001 (the “Effective Date”), between by and between Shell Elastomers LLC (“Licensee”) and Shell Oil Company (“Licensor”).

WHEREAS, Licensor and Ripplewood Chemical Acquisition (“Ripplewood”) have entered into a Master Sale Agreement dated as of August 31, 2000 (the “MSA”) for the purchase by Ripplewood of Licensee, and Licensor and Licensee have entered into an Intellectual Property Transfer and License Agreement dated as of February 28, 2001 (the “IPTLA”);

WHEREAS, pursuant to the IPTLA, Licensor has agreed to grant to Licensee certain licenses in and to the Part III US Patents (as defined below);

NOW THEREFORE in consideration of the premises and the mutual agreements and covenants hereinafter set forth, Licensor and Licensee, intending to be legally bound, hereby agree as follows:

1.01 “Associate” in relation to Licensor means any company which is at the time in question directly or indirectly associated with Licensor, provided that Associate shall not mean Licensee or an Associate of Licensee. For the purposes of this definition, a particular company is:

1.2 “Associate” in relation to Licensee means any company controlling, controlled by or under common control with Licensee.

(a) block copolymers having at least one styrene polymer block and at least one isoprene and/or butadiene polymer block (wherein any one of theses blocks may be

random or tapered blocks of styrene, isoprene and/or butadiene), having a total polystyrene content in the range of from 2% by weight to less than 90% by weight and a total number average molecular weight of at least 35,000 g/mol, or in the case of radial or star polymers an arm number average molecular weight of at least 20,000 g/mol, as determined by gel permeation chromatography using polystyrene calibration standards, which block copolymers have been prepared by anionic polymerisation;

(b) hydrogenated block copolymers prepared by at least partly hydrogenating the isoprene and/or butadiene polymer block(s) of the block copolymers of (a);

(c) functionalised hydrogenated block copolymers prepared by grafting at least 0.1 % by weight of a dicarboxylic acid compound, or a derivative thereof, onto a hydrogenated block copolymer of (b) or an unhydrogenated block copolymer of (a);

(d) non-thermoplastic polyisoprene rubber, prepared by anionic polymerisation of isoprene;

(e) blends of copolymers of (a), (b), or (c) with up to 50% by weight of a plasticizer;

(g) hydrogenated polymers prepared by at least partly hydrogenating the butadiene and/or isoprene in the polymers of (f);

(q) block copolymers (a) through (p), wherein the polystyrene block has been hydrogenated;

(a) use and/or sale of (and research and development in support thereof for) Additives and intermediates ultimately intended for use in manufacturing Additives,

(d) use and/or sale of Products (and research and development in support thereof) as components of bituminous compositions other than compositions developed by the Elastomers Business based on specific Products or derivatives of Products; provided, however, that this exclusion (d) does not apply to the use and/or sale of Products (and research and development in support thereof) as components of any bituminous compositions containing disulphide compatibilizing agents; and manufacture, use and/or sale of (and research and development in support thereof for) particles of styrene or alkyl-substituted styrene homopolymers and particles of copolymers containing at least 90 percent by weight styrene or alkyl-substituted styrene and up to 10 percent by weight of another vinyl monomer, which particles are prepared by adiabatic anionic polymerisation in an extruder with the aid of alkali metal initiators.

1.06 “Parties” shall mean as the context requires, both or each of Licensor and Licensee.

1.07 “Part III US Patents” shall mean the patents and patent applications of the United States listed in the attachment hereto having the heading “Part III” and all continuations, continuations-in-part, divisions, patents of addition, reissues, re-examinations, renewals or extensions thereof, in each case filed or issued for the United States.

1.08 “Third Party” shall mean any party other than Licensor, Licensee and their respective Associates.

2.01 Effective as of the Effective Date, and subject to the terms and subject to the conditions of this Agreement and subject to the rights of Third Parties, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor

(a) an irrevocable, transferable, fully paid-up, exclusive (except as noted below in Section 2.01(b)) license, with all rights to grant sub-licenses, to practice in the Elastomers Field under the Part III US Patents, and

(b) an irrevocable, fully-paid-up, non-exclusive license, with the right to grant sub-licenses, to make, have made, use, sell and distribute Products in the Elastomers Field under the Part III US Patents, to:

i. blend Products with epoxy resins and/or polyesters and use and sell such blends, and conduct research and development in support of such activities;

ii. manufacture, use and sell refinery products including fuels, lubricants, bituminous compositions and chemical feedstocks, and conduct research and development in support thereof; and

iii. use and sell Products in connection with operations for the exploration for and production of oil, gas and other minerals, and conduct research and development in support thereof.

2.02 Licensee acknowledges that no right or license, either express or implied, is granted to Licensee under any Part III US Patents, except as expressly provided by the terms of this Agreement or the IPTLA.

3.01 Subject to Section 3.02 and 3.03, Licensor acknowledges that it has responsibility for the prosecution, issuance, maintenance and enforcement of the Part III U.S. Patents.

(a) Licensor (or its designee) will have the sole right (but is not obligated) to bring proceedings at its own cost and for its own account to enforce such Part III US Patents against infringement occurring prior to the Effective Date in the Elastomers Field or occurring outside the Elastomers Field at any time. Licensee (or its designee) will have the sole right (but is not obligated) to bring proceedings at its own cost and for its own account to enforce such Part III US Patents against infringement in the Elastomers Field occurring on or after the Effective Date. Each Party shall have the right, at its own cost, to join in any suit to enforce such Part III US Patents and to participate in the defense of any challenge to such Part III US Patents. Unless otherwise agreed, Licensee will recover for its own account damages for infringement after the

Effective Date in the Elastomers Field, and Licensor will recover for its own account damages for infringement after the Effective Date outside the Elastomers Field.

3.03 If Licensor notifies Licensee that Licensor does not intend to continue to prosecute or maintain any of the Part III US Patents, Licensor shall, at Licensee’s request, assign to Licensee (or its designee) the rights of Licensor in such of the Part III US Patents which it does not wish to prosecute or maintain. Licensor shall have an irrevocable, transferable, fully paid-up, world-wide, non-exclusive license, with the right to grant sub-licenses, to practice outside the Elastomers Field the inventions covered by the Part III US Patents so assigned to Licensee. Licensor shall also have an irrevocable, fully paid-up, non-exclusive license in the Elastomers Field under the Part III US Patents, with the right to grant sublicenses to:

5.02 The licenses to the Part III US Patents shall be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses to rights in “intellectual property” as defined in Section 101 of the Bankruptcy Code. The Parties agree that Licensee shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. In the event that a bankruptcy proceeding under the Bankruptcy Code is commenced by or against Licensor, Licensee shall be entitled, at its option, to: (a) retain all of its rights under this Agreement (including without limitation the rights and licenses granted under Article 2 hereof) pursuant to

Section 365(n) of the U.S. Bankruptcy Code; or (b) receive complete and equivalent rights in all Part III US Patents licensed hereunder constituting “intellectual property” under Section 101 of the Bankruptcy Code.

(d) Counterparts. This Agreement may be executed in multiple counterparts, each of which will for all purposes be deemed to be an original and all of which will constitute the same instrument.

(e) Notices. All notices and other communications given under this Agreement shall be in writing and shall be effective upon receipt by the addressee at the address or telefax indicated below:

Each Party may change its address for purposes of this Agreement by giving the other Party written notice of the new address in the manner set forth above.

(f) Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Parties, through their authorized representatives, have executed this Agreement as of the date first written above.


SHELL OIL COMPANY

By:		/s/ Illegible
Name:		Illegible
Title:		Attorney in fact

SHELL ELASTOMERS LLC

By:		/s/ Illegible
Name:		Illegible
Title:		Attorney in fact

IN WITNESS WHEREOF, the Parties, through their authorized representatives, have executed this Agreement as of the date first written above.


SHELL OIL COMPANY

By:
Name:
Title:

SHELL ELASTOMERS LLC

By:		/s/ Illegible
Name:
Title:


If to SOC:		Shell Oil Company Legal Organization P.O. Box 2463 Houston, Texas 77252-2463

		Attention: Associate General Counsel, Intellectual Property
If to SEL:		Shell Elastomers LLC One Rockefeller Plaza, 32nd Floor New York, New York 10020


1.	USA	: United States of America

2.	Europe

a.	European Patent Convention (EPC)

	AUT	: Austria	BEL	: Belgium

	CYP	: Cyprus	DEN	: Denmark

	EIR	: Ireland	FRA	: France

	FIN	: Finland	MON	: Monaco

	GBR	: United Kingdom	GER	: Germany (GEW: W. Germany)

	GRE	: Greece	ITA	: Italy

	LUX	: Luxembourg	NET	: The Netherlands

	POR	: Portugal	SPA	: Spain

	SWE	: Sweden	SWI	: Switzerland

b.	National filings

	HUN	: Hungary	POL	: Poland

	RUM	: Romania	CZE	: Czech Republic

	NOR	: Norway

3.	Other

	ARG	: Argentina	AUS	: Australia

	BRA	: Brazil	CAN	: Canada

	CHI	: Chile	CHN	: China

	HOK	: Hong Kong

	IND	: India	INO	: Indonesia



	IRA	: Iran	JAP	: Japan

	KOS	: South Korea	MAS	: Malaysia

	MEX	: Mexico	NZL	: New Zealand

	PCT	: Patent Coop.Treaty	SLK	: Slovak Republic

	SIN	: Singapore	SOU	: South Africa

	TAI	: Taiwan	THA	: Thailand

	TUR	: Turkey	USR	: former Soviet Union

	VEN	: Venezuela	RUS	: Russian Federation

			STATUS CODES
1.	B	: Basic

2.	C	: Corresponding

3.	G	: Granted

4.	N	: Designated under PCT or EPC

5.	I	: Agents informed of intended abandonment

6.	Empty	: Pending application


File No.	Date	Title

TH0339	12.93	Improved Diinitiators

TH0446	4.94	Die Cuttable Label Adhesives

TH0589	10.94	Process for Capping of Living Polymers

TH0751	8.95	Improved Chemical Resistance of SBC Compounds

TH0768	8.95	Soft Film for Bandaid Substrates

TH0774	8.95	Film for Elastic Fabric for Disposables

TH0808	10.95	Polydiene Polymers

TH0813	10.95	Binary Blends

TH0931	6.96	Removal of Silicon Compounds From Cyclohexane

TH0943	6.96	Removing Residual Trimethyl Siloxy Species From Hydrocarbon Solvent

TH1216	1.98	Preparation of Polymer Foams

TH1224	1.98	DVB Coupled Star Polymers

TH1225	1.98	High Vinyl Polymer


TH1226	1.98	Functionalized DVB Coupled Star Polymers

TH1227	1.98	DVB Coupled Star Polymers

TH1282	3.98	Functionalized Star Polymers

TH1283	3.98	Functionalized Star Polymers

TH1284	3.98	DVB Coupled Star Polymers

TH1296	3.98	Low Cost Clean Up of Hydrogenated KRATON G Polymer

TH1300	4.98	Preparation of High Vinyl Polymers With Microstructure Modifier

TH1319	5.98	Heterogeneous Catalyst to Hydrogenate Block Copolymers

TH1320	5.98	Heterogeneous Catalyst to Hydrogenate Block Copolymers

TH1357	7.98	Sprayable Pressure Sensitive Adhesive

TH1358	7.98	Spraying of Pressure Sensitive Adhesive

TH1359	7.98	Process of Applying and Removing Strippable Adhesives and Films

TH1477	3.99	Hot Melt Removable PSA

TH1552	6.99	Process to prepare butadiene block copolymers

TH1631	9.99	Microstructure Modifier Enhancer for Isoprene Polymerization

TH1689	12.99	Graft copolymer as a wax modifier

TH1756	4.00	Homogeneous polymerisation of a cyclodiene

TH1768	4.00	Randomizer to produce random blocks

TH1804	7.00	Low creep/good processability polymers


CONTENTS		PAGE

1.	Definitions and Interpretation		5

2.	Patent Rights		13

3.	Invention Disclosures		16

4.	Technical Information		18

5.	Intellectual Property Agreements		20

6.	Technical Copyrights		20

7.	Confidentiality		21

8.	Indemnities; Liabilities		23

9.	Bankruptcy		23

10.	Export Control		24

	Miscellaneous		24


		Intellectual Property Agreements

2.		Patent Rights, Parts I-IV

3.		Invention Disclosures, Parts I-III

4.		Elastomers Technical Information

5.		Excluded Technical Information

6.		Shell Technical Information

7.		Part I (U.S.) Patent Assignment

8.		Part II (U.S.) Patent Assignment

9.		Part II (U.S.) Patent License Agreement

10.		Part III (U.S.) Patent License Agreement



TH1817	8.00	SBC Compounds with Improved Color and Color Stability

TH1868	10.00	SBC polymers for use in Compounds with a low Coefficient of Friction

TS0777	6.98	Bituminous composition

TS0943	10.99	Porous block copolymer pellets

TS0987	11.99	Hydrogenation process

TS1127	01.01	hydrogenation catalyst

TS6587	3.97	Block copolymers for use in packaging tape adhesive formulations

TS6607	1.98	Packaging tape adhesive containing block copolymer blend

TS6608	2.98	Peelable and Reclosable lid structures

TS6610	3.98	Compound comprising styrene block copolymer and silicon compound

TS6625	7.98	Compound containing high PSC block copolymer

TS6632	10.98	Packaging tape adhesive

TS6640	12.98	Overmoulding with SEBS blends

TS6645	3.99	Masterbatch adhesive blends

TS6647	4.99	Adhesive

TS6655	6.99	Footwear containing polar engineering thermoplastics

TS6670	3.00	Footwear compound

TS6673	5.00	High melt flow hot melt adhesive

TS6680	11.00	Reactive Solvent blend for block copolymers



TS6681	12.00	Curable abc copolymer composition

TS6682	12.00	Extrudable adhesives

TS9194	11.98	Process for stopping the migration of organic dyes


If to Licensee:		Shell Oil Company

		Intellectual Property Services

		P.O. Box 2463

		Houston, Texas 77252-2463

		Attention: Associate General Counsel

If to Licensor:

with a copy to:		Simpson Thacher & Bartlett

		425 Lexington Avenue

		New York, New York 10017

		Attn: Alan Schwartz

		Facsimile: (212)455-2502



		Legal Organization

		P.O. Box 2463

		Houston, Texas 77252-2463

		Attention: Associate General Counsel, Intellectual Property

If to Licensor:

with a copy to:		Simpson Thacher & Bartlett

		425 Lexington Avenue

		New York, New York 10017

		Attn: Alan Schwartz

		Facsimile: (212) 455-2502


Signed:		/S/ ALAN R. FORSTER


Signed:		/S/ ALAN R. FORSTER