Exhibit 10.3
LICENSE AGREEMENT
THIS AGREEMENT, dated as of
October 1, 1994, by and between American Railcar Industries,
Inc., a Missouri corporation (“ARI”) and ACF
Industries, Incorporated, a New Jersey corporation
(“Licensee”).
W I T
N E S S E T H:
WHEREAS, ARI and the Licensee have
entered into an Asset Transfer Agreement dated as of
October 1, 1994 (the “Transfer Agreement”),
whereby the Licensee has agreed to transfer, and ARI has agreed to
buy, certain assets used by the Licensee in the manufacture of
railcar parts and the repair and refurbishment of railcars,
including, without limitation, formulae, patents, trademarks, trade
secrets and other technical knowledge owned by the Licensee which
specifically and exclusively relate to the Business;
WHEREAS, a condition of the
transactions contemplated by the Transfer Agreement is the
execution by ARI and the Licensee of this License Agreement
pursuant to which ARI will license back to Licensee the use of the
patents, technical information and procedures and know-how
transferred to ARI pursuant to the Transfer Agreement;
WHEREAS, the Licensee wishes to
obtain a license for such technical information and procedures upon
the terms and conditions hereinafter set forth.
NOW, THEREFORE, for and in
consideration of the premises and the mutual covenants and
agreements hereinafter set forth, the parties hereto agree as
follows:
1. DEFINITIONS . For the
purposes of this License Agreement, the terms set forth herein
shall be defined as follows:
(a)
“Licensed Information” shall mean the formula, patents,
trade secrets and other technical knowledge owned by the Licensee
prior to the Effective Date of the Transfer Agreement and
transferred to ARI pursuant to thereto which have been or could be
used by the Licensee . and/or ARI in the conduct of the Business
and which specifically and exclusively relate to the Business,
including, without limitation, those patents set forth on
Schedule A hereto and incorporated herein by reference.
(b)
“Territory” shall mean the world.
All capitalized term
