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”).
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
terms used herein and not otherwise defined shall hav
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