Amendment No. 1 to the Amended and Restated Patent License Agreement effective February 21, 2025
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Amendment # 1 to AMENDED AND RESTATED LICENSE AGREEMENT
This amendment (“AMENDMENT”), effective and binding as of the last date of signing of this AMENDMENT (“AMENDMENT EFFECTIVE DATE”), is between PureCycle Technologies LLC f/k/a Advanced Resin Technologies LLC, a Delaware limited liability company and AFFILIATES (collectively, “LICENSEE”); and The Procter & Gamble Company, an Ohio corporation and AFFILIATES (collectively, “OWNER”). This AMENDMENT amends certain terms in the AMENDED AND RESTATED LICENSE AGREEMENT between the parties (the “EXISTING AGREEMENT”), initially effective and binding as of October 16, 2015 (“INITIAL EFFECTIVE DATE”).
4.4 START OF SALES. Within 48 months of the PHASE 3 ELECTION, subject to
Paragraph 4.3 (Plant Funding), LICENSEE will start and maintain commercial
sales from the 1st commercial plant at a rate of 70% of annual nameplate capacity
(“START OF SALES”).
4.9.2. LICENSEE START OF CONSTRUCTION. Subject to Paragraph 4.9.1, if within Europe or Asia either (1) LICENSEE, a LICENSEE AFFILIATE or any permitted sublicensee has not begun START OF CONSTRUCTION by December 31, 2027 or (2) LICENSEE, a LICENSEE AFFILIATE or any permitted sublicensee has not begun START OF SALES by December 31, 2030, then any OWNER volume commitments of Paragraph 4.18.1 (Volume Commitments) are waived for such REGION.
If within Greater China or Latin America either (1) LICENSEE, a LICENSEE AFFILIATE or any permitted sublicensee has not begun START OF CONSTRUCTION by December 31, 2032 or (2) LICENSEE, a LICENSEE AFFILIATE or any permitted sublicensee has not begun START OF SALES by December 31, 2035, then any OWNER volume commitments of Paragraph 4.18.1 (Volume Commitments) are waived for such REGION.
If within Africa either (1) LICENSEE, a LICENSEE AFFILIATE or any permitted sublicensee has not begun START OF CONSTRUCTION by December 31, 2037 or (2) LICENSEE, a LICENSEE AFFILIATE or any permitted sublicensee has not begun START OF SALES by December 31, 2040, then any OWNER volume commitments of Paragraph 4.18.1 (Volume Commitments) are waived for such REGION.
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4.16 PHASE 3 TERM. Subject to Paragraph 4.9 (COMMERCIAL PATENT LICENSE), the term for PHASE 3 is effective from the PHASE 3 ELECTION and terminates December 31, 2042; unless terminated earlier under Paragraphs 4.3 (Plant Funding), 4.8 (PETRO-COMPETITIVE PRICING Exception), 4.12 (No LICENSED PRODUCT Availability), or Article 10 (Termination).
1.1.23 “LICENSED PRODUCT” means any recycled polypropylene (“rPP”) that is within the scope of, and/or the method of making and/or using of which is within the scope of, at least one VALID CLAIM irrespective of the country of grant or pendency. For the purpose of royalty calculations where the LICENSED PRODUCT is a compounded product containing other materials, LICENSED PRODUCT means the pro-rata portion of the LICENSED PRODUCT within such compounded product
10.2 Breach. Either PARTY may terminate this AGREEMENT if the other PARTY is
in material breach of any representation, warranty, obligation, or agreement
contained in this AGREEMENT, after providing written notice to the other
PARTY of such intent and reason for termination; notwithstanding the foregoing, failure to achieve production rates for the 1st commercial plant pursuant to the deadline in Section 4.4 shall not be deemed a material breach of any representation, warranty, obligation, or agreement in this AGREEMENT
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This AMENDMENT is effective and binding upon signing OWNER and LICENSEE by their authorized representatives. All other terms of the EXISTING AGREEMENT will remain the same.
For | PureCycle Technologies, LLC | For: | The Proctor & Gamble Company |
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By: | /s/ Dustin D. Olson | By: | /s/ Brian Fitzgerald |
Name: | Dustin Olson | Name: | Brian Fitzgerald |
Title: | Chief Executive Officer | Title: | SVP Global Business Development |
Date: | 20-Feb-2025 | Date: | 21-Feb-2025 |
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