This Retained Copyright License Agreement (this Agreement) dated as of September 30, 2021 (Effective Date), is made by and between International Paper Company, a New York corporation (Licensor), and Global Holdings II, Inc., a Delaware corporation (Licensee).
WHEREAS, Licensor and Licensee have entered into a Separation and Distribution Agreement dated as of September 29, 2021 (the Separation Agreement), pursuant to which Licensor has agreed to contribute, assign, transfer, convey and deliver to Licensee all of Licensors right, title and interest in and to the SpinCo Assets, including the SpinCo Intellectual Property, on the terms and subject to the conditions set forth in the Separation Agreement;
WHEREAS, the Retained Licensed Copyrights (as defined below) are not being transferred to Licensee pursuant to the Separation Agreement; and
WHEREAS, Licensee wishes to continue to use the Retained Licensed Copyrights in connection with Products (as defined below) manufactured at the Facility (as defined below), and Licensor has agreed to license the Retained Licensed Copyrights to Licensee in connection with Products manufactured at the Facility, subject to the limitations set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed:
SECTION 1. Definitions.
(a) Capitalized terms that are not otherwise defined in this Agreement shall have the meanings ascribed to them in the Separation Agreement.
(b) Copyrights means copyrights, moral rights, mask work rights, database rights and design rights, whether or not registered, and all registrations and applications for registration of any of the foregoing, and all rights in and to any of the foregoing provided by international treaties or conventions.
(c) Facility means the existing manufacturing facilities located at (i) Ticonderoga, (ii) Eastover, (iii) Luís Antônio, Brazil, (iv) Três Lagoas, Brazil, (v) Mogi Guaçu, Brazil, (vi) Svetogorsk, Russia and (vii) Saillat, France; sheeter facilities located at (x) Sumter and (y) Saillat, France; and any future expansions to such existing manufacturing facilities that result in an expansion of capacity, provided that such future expansions are co-located with and physically connected to such existing manufacturing facilities.
(d) Products means, with respect to any Facility, products manufactured in the operation of the SpinCo Business as conducted at such Facility during the twenty-four (24) months immediately prior to the Effective Date; provided that Products shall exclude bristols and specialty papers and any product produced by the Parent Business, including containerboard, linerboard, white top linerboard, medium recycled linerboard, recycled medium, saturating kraft, corrugated containers and fluff, market and specialty pulps (the products in this proviso, collectively, the Excluded Products).