Exhibit 10.18
TECHNOLOGY LICENSE
AGREEMENT
This TECHNOLOGY LICENSE
AGREEMENT (this “ Agreement ”) dated as of
the Second Closing Date , is made among REYNOLDS METALS
COMPANY , a Delaware corporation (“ Reynolds
”), SOUTHERN RECLAMATION COMPANY, INC ., an Alabama
corporation (“ Southern ”), REYNOLDS ALUMINUM
PARTNERS , a Virginia general partnership (“ RAP
”, and together with Reynolds and Southern, “
Seller ”), and WISE ALLOYS LLC , a Delaware
limited liability company (“ Buyer
”).
INTRODUCTION
Seller and Buyer have entered into
an Asset Purchase Agreement dated as of December 30, 1998 (the
“ Purchase Agreement ”).
As a condition to the respective
obligations of the parties to the Purchase Agreement to consummate
the Closing, the Purchase Agreement requires the execution and
delivery of this Agreement pursuant to which Seller agrees to
license to Buyer certain intellectual property upon the terms set
forth herein.
NOW, THEREFORE
, in consideration of the promises
and the representations, warranties and agreements herein
contained, the parties hereto agree as follows:
Capitalized terms used herein and
not defined herein shall have the meanings ascribed to them in the
Purchase Agreement. In addition, the following terms, as used
herein, have the meanings set forth below:
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(a)
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“Effective Date” shall mean the
Second Closing Date.
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(b)
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“Licensed
Technology” means intellectual property, including but not
limited to copyrights, know-how and technical information, that was
used at the Plants at any time from the beginning of 1995 through
the Second Closing Date to produce Plant Products and is licensed
pursuant to this Agreement; provided, that Licensed Technology
shall not include (i) technology used by Seller on an experimental
or trial basis pursuant to a third party confidentiality or
development agreement or (ii) intellectual property that is
licensed under other of the Related Agreements (as defined in the
Purchase Agreement).
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(c)
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“Permitted Successors” has the
meaning set forth in Section 5.
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(d)
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“Plant
Products” means any products made at the Plants from the
beginning of 1995 through the Second Closing Date, other than hot
band for automotive body sheet.
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(a)
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Subject to the
provisions of this Agreement, Seller as of the Effective Date
hereby grants to Buyer a perpetual, royalty-free, fully paid up
license under the Licensed Technology that covers processes,
methods, practices, techniques and systems currently used and/or
Plant Products currently produced at the Plants.
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(b)
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The license
granted in (a) above includes the right to change and further
develop Licensed Technology.
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(c)
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The license
granted in (a) above includes the worldwide nonexclusive rights to
offer for sale and to sell Plant Products produced at the
Plants.
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(d)
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The license
granted in (a) above conveys the exclusive right in North America,
subject to (f) below, to make Plant Products using Licensed
Technology used solely at the Plants.
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(e)
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The license
granted in (a) above conveys the nonexclusive right to make Plant
Products in North America using technology used at other facilities
now or previously owned by Seller. (f) The exclusive right referred
to in (d) above will remain exclusive until the end of the
Restricted Period or until such earlier date that Buyer determines
not to produce a particular Plant Product to which the Licensed
Technology relates, and thereafter will be nonexclusive. For
avoidance of doubt, the exclusive right shall not restrict in any
way the matters set forth in paragraphs (i) through (ix) of Section
8.12 of the Purchase Agreement.
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(f)
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Nothing in (a)
above shall be construed as granting a sublicense or rights of any
kind under any patent licenses granted to Seller by third
parties.
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(g)
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The license
granted by this Agreement shall be freely transferable to a
Permitted Successor, as set forth in Section 5.
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(h)
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Seller
represents and warrants that it owns the entire right, title and
interest in and to the Licensed Technology and has the right to
grant the license granted in (a) above and, to Seller’s
knowledge, that the Licensed Technology is free from viruses,
disabling codes and/or termination logic.
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(i)
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Buyer shall
have the right to terminate the license granted in (a) above at any
time upon 30 days’ prior written notice to Seller; provided,
that the provisions of Section 4 and clause (v) of Section 9 shall
survive any such termination.
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(a)
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Seller shall
use its commercially reasonable efforts to implement the provisions
of this Agreement, and, for such purpose, at the request
of
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Buyer, will, at or after the
Closing, promptly execute and deliver, or cause to be so executed
and delivered, such documents to Buyer and take such further action
as Buyer may reasonably deem necessary or desirable to facilitate
or better evidence the con
