LICENSE AGREEMENT BY AND BETWEEN NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION AND FIBRO-NTI, JOINT STOCK COMPANY DATED AS OF JUNE 24, 2001

BY AND BETWEEN

NORTHERN TECHNOLOGIES
INTERNATIONAL CORPORATION

AND

FIBRO-NTI, JOINT STOCK COMPANY

DATED AS OF JUNE 24, 2001

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS

	1.1.	Shareholders Joint Venture Agreement or Agreement.	2
	1.2.	Ancillary Agreements.	2
	1.3.	Parties	2
	1.4.	NTI.	3
	1.5.	Taiyonic.	3
	1.6.	NTI ASEAN.	3
	1.7.	NTI and/or NTI ASEAN Affiliates.	3
	1.8.	Corporation or Joint Venture.	4
	1.9.	Corporation’s Business.	4
	1.10.	Territory.	4
	1.11.	Effective Date.	4
	1.12.	NTI Intellectual Property Rights.	4
	1.13.	Know-How.	5
	1.14.	Materials.	5
	1.15.	Process.	5
	1.16.	Product.	5
	1.17.	Masterbatch.	5
	1.18.	Trademark.	6
	1.19.	NTI and/or NTI ASEAN Trade Secrets.	6
	1.20.	Other Agreed Upon Technologies.	6
	1.21.	Net Sales.	7
	1.22.	At Cost.	7
	1.23.	Shareholder.	7
	1.24.	Shares.	7
	1.25.	Transfer of Shares.	7
	1.26.	Transferor of Shares.	7
	1.27.	Transfer Price for Shares.	8
	1.28.	Transferee.	8
	1.29.	Change of Control.	8

ARTICLE 2 GRANT OF LICENSE BY NTI TO FIBRO-NTI WITH RESPECT TO PRODUCT

	2.1.	NTI’s Representations.	9
	2.2.	Grant of License by NTI to Fibro-NTI with Respect to Product.	9
	2.3.	Commitment to NTI by Fibro-NTI in Consideration of Exclusive License to Intellectual Property Rights in Territory.	9
	2.4.	Enlargement of Scope of NTI Intellectual Property Rights Not Subject to This License.	10
	2.5.	Claims Against Fibro-NTI for Infringement of Third Party Intellectual Property Rights.	10


ARTICLE 3 IMPROVEMENTS AND MODIFICATIONS TO NTI INTELLECTUAL PROPERTY RIGHTS

	3.1.	Ongoing Research and Development by NTI.		11
	3.2.	Improvements to NTI Intellectual Property Rights by NTI and/or NTI ASEAN.		11
	3.3.	Disclosure of Improvements in and Modifications to the NTI Intellectual Property Rights by NTI and/or NTI ASEAN to Fibro-NTI.		11

ARTICLE 4			GRANT OF RIGHT AND LICENSE BY FIBRO-NTI TO NTI CONCERNING IMPROVEMENTS IT MAY ACQUIRE TO NTI INTELLECTUAL PROPERTY RIGHTS

	4.1.	Disclosure of Improvements to NTI by Xxxxx-XXX.		00
	4.2.	Grant of Right and License by Fibro-NTI to NTI.		13
	4.3.	Obligations of Fibro-NTI Concerning the Filing of New Patents.		13
	4.4.	Review of Potentially Infringing Technology.		14

ARTICLE 5			RESPONSIBILITIES OF NTI TO NEW JOINT VENTURE WITH RESPECT TO THE LICENSING OF OTHER AGREED UPON TECHNOLOGIES

	5.1.	Agreement of the Parties to Add Other Agreed Upon Technologies to the Scope of the Corporation’s Business.		15
	5.2.	Search for Other Agreed Upon Technologies.		15
	5.3.	Licensing Strategy for Other Agreed Upon Technologies.		15
	5.4.	Development of the Market for Other Agreed Upon Technologies, Once Licensed, in the Territory.		16

ARTICLE 6 ROYALTIES

	6.1.	Basis for Royalties With Respect to Product.		17
	6.2.	Royalties Due with Respect to Product.		17
	6.3.	Royalties Payable to NTI With Respect to Other Agreed Upon Technologies.		17
	6.4.	No Separate Compensation to NTI on Technology Transfer.		18
	6.5.	When a Sale is Deemed to Occur.		18
	6.6.	License Year.		18
	6.7.	Statements to NTI	18
	6.8.	Books and Records.	19

ARTICLE 7 PROTECTION OF NTI AND/OR NTI ASEAN TRADE SECRETS

	7.1.	Recognition of NTI and/or NTI ASEAN Trade Secrets.	21
	7.2.	Protection of NTI and/or NTI ASEAN Trade Secrets.	21
	7.3.	Protection of NTI and/or NTI ASEAN Trade Secrets by Agents (as hereinafter defined) and Submanufacturers (as hereinafter defined) of Xxxxx-XXX	00
	7.4.	Remedies in the Event of a Violation of Article 7 Hereof.	24

ARTICLE 8 COVENANT TO OBSERVE THE DOCTRINE OF “CORPORATE OPPORTUNITY”

	8.1.	Doctrine of Corporate Opportunity and Observance Thereof.	25
	8.2.	Agreement Not to Divert Resources.	25
	8.3.	Remedies for Breach of Agreement Not to Divert Resources.	26

ARTICLE 9 TERM OF AGREEMENT

	9.1.	Indefinite Term.	27
	9.2.	Termination.	27
	9.3.	Termination Upon Change of Control of a Party.	27
	9.4.	Termination Upon Bankruptcy or Insolvency.	28
	9.5.	Payment of Amounts Due.	28
	9.6.	Cooperation Upon Termination.	29
	9.7.	Non-Release of Obligations.	29
	9.8.	Cessation of Rights Upon Termination.	29

ARTICLE 10 DEFAULT

	10.1.	Event of Default.	30
	10.2.	Remedies Upon Default or Breach.	30
	10.3.	Non-Waiver of Rights.	31

ARTICLE 11 DISPUTE RESOLUTION

	11.1.	Dispute Resolution by Arbitration.	32
	11.2.	Disputes Not Subject to Arbitration.	32
	11.3.	Conduct of Arbitration Proceedings.	33
	11.4.	Designation of the “Prevailing Party”.	33
	11.5.	Punitive Damages Excluded.	33

iii


0ARTICLE 12 GENERAL PROVISIONS

	12.1.	Benefit of Parties.	34
	12.2.	Counterparts.	34
	12.3.	Cooperation.	34
	12.4.	Index, Captions, Definitions and Defined Terms.	35
	12.5.	Waiver of Compliance.	35
	12.6.	Force Majeure.	35
	12.7.	Notices.	36
	12.8.	Entire Agreement.	37
	12.9.	Validity of Provisions.	37
	12.10.	Governmental Filings.	38
	12.11.	Payments.	38
	12.12.	Derivative Enforcement by the Parties.	38
	12.13.	Changes Subject to Approval of the Parties.	39

APPROVAL OF FIBROBETON PRECAST CONCRETE, LTD			41
APPROVAL OF ATAGENÇER, LLC			42

APPENDICES

APPENDIX I NTI Affiliates
APPENDIX II NTI ASEAN Affiliates
APPENDIX III Trademark Documentation
APPENDIX IV Form of NTI and/or NTI ASEAN Trade Secrecy Agreement
APPENDIX V Form of Sublicense to be Used by Fibro-NTI

LICENSE AGREEMENT

This License Agreement is made and entered into as of June 24, 2001, by and between NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION, a corporation organized under the laws of the State of Delaware, U.S.A. (“NTI”), whose registered office is 0000 Xxxxx Xxxxxxx 00, Xxxx Xxxxx, Xxxxxxxxx, X.X.X. and FIBRO-NTI, JOINT STOCK COMPANY, a joint stock company organized under the laws of Turkey whose principal office is located at Elemanari Sanaye Insaat, ve Tic. Ltd. Sti, Karanfil Cad. 27, 80620 1. Levent, Istanbul, Turkey (hereinafter “Fibro-NTI “).

ARTICLE 1
DEFINITIONS

For the purposes of this Agreement, the following Definitions of terms shall apply:

1.1. Shareholders Joint Venture Agreement or Agreement.

That certain Shareholders Joint Venture Agreement by and between NTI (as hereinafter defined), and the other Parties (as hereinafter defined) dated as of June 24, 2001, for the formation and governance of a new entity under the laws of Turkey in the form of a limited liability company which shall be known as Fibro-NTI (“Fibro-NTI” or the “Corporation”).

1.2. Ancillary Agreements.

The following are the Ancillary Agreements and the Parties thereto:

	1.2.1.	Management Agreement between Fibrobeton and the Corporation (“Management Agreement”); and

	1.2.2.	Sales Representation Agreement between Atagençer, LLC (“Atagençer”) and the Corporation (“Sales Representation Agreement”); and

	1.2.3.	License Agreement between NTI and the Corporation (“License Agreement”); and

	1.2.4.	Technical Assistance and Marketing Support Agreement between NTI and the Corporation (“Technical Assistance Agreement”).

1.3. Parties.

The Parties to the Shareholders Joint Venture Agreement and/or the Ancillary Agreements, their successors and permitted assigns.

1.4. NTI.

Northern Technologies International Corporation, a company organized under the laws of the State of Delaware, U.S.A., the principal place of business of which is Xxxx Lakes, Minnesota, U.S.A. NTI is the owner of the NTI Intellectual Property Rights (as hereinafter defined), and of a 50% interest in the Corporation pursuant to the Shareholders Joint Venture Agreement. In addition, NTI is the owner of a 50% interest in NTI ASEAN (as hereinafter defined).

1.5. Taiyonic.

Taiyonic Ltd., a company organized under the laws of Japan and an NTI Affiliate, which may help in marketing Product to Japanese companies for and on behalf of Fibro-NTI, either in the Territory or internationally as per terms to be agreed to with the support of NTI, as the Parties desire. Taiyonic is 50% owned by NTI and 50% by Taiyo Petroleum Gas Co. Ltd.

1.6. NTI ASEAN.

NTI ASEAN, LLC, a limited liability company, organized under the laws of the State of Nevada, U.S.A., whose registered office is in Reno, Nevada, U.S.A., to which NTI has assigned all of its right, title and interest in the NTI Intellectual Property Rights (as hereinafter defined) for the ASEAN Region (as set forth in Article 1.7.2 hereof), outside of Japan and the Republic of South Korea. NTI ASEAN is owned 50% by NTI and 50% by Taiyo Petroleum Gas Co. Ltd.

1.7. NTI and/or NTI ASEAN Affiliates.

All entities and/or individuals with which NTI and/or NTI ASEAN has a joint venture relationship, similar in character and style but not necessarily identical to the relationship created by the Shareholders Joint Venture Agreement and the Ancillary Agreements, or another form of alliance, for the development, manufacture, promotion, marketing, sales and applications engineering of Know-How, Materials, Process, Product and/or Masterbatch anywhere in the world.

	1.7.1	NTI Affiliates.

	Current NTI Affiliates are set forth in Appendix I hereof.

	1.7.2	NTI ASEAN Affiliates.

	Current NTI ASEAN Affiliates are set forth in Appendix II hereof.

1.8. Corporation or Joint Venture.

Fibro-NTI, that entity created in Turkey by the Parties pursuant to the Shareholders Joint Venture Agreement to conduct the Corporation’s Business in the Territory, also referred to herein as “Fibro-NTI”.

1.9. Corporation’s Business.

The Corporation’s Business shall be the manufacturing, marketing and distribution of Product, pursuant to NTI Intellectual Property Rights, and of any other technologies as shall be determined by the Parties in writing and made a part hereof pursuant to Article 1.21 of this Agreement, in the Territory.

1.10. Territory.

The Territory of Turkey and any other Territories as shall be agreed between the Parties.

1.11. Effective Date.

The date upon which all necessary formal approvals from the appropriate authorities of the Republic of Turkey for the Shareholders Joint Venture Agreement were obtained and the Corporation was duly registered pursuant to the Shareholders Joint Venture Agreement and the Ancillary Agreements as appropriate in the Territory.

1.12. NTI Intellectual Property Rights.

The Know-How, Materials, Process, Product, Masterbatch, Trademark, and NTI and/or NTI ASEAN Trade Secrets, (all as hereinafter defined), collectively, as such currently exist and shall hereafter be modified, developed and/or acquired by NTI.

1.13. Know-How.

The technology, formulae, methods and procedures developed by NTI at considerable expense over a period of many years, both directly and through NTI Affiliates; which are unique in nature and essential or useful in the proper application of the Process, together with all improvements and modifications with respect thereto.

1.14. Materials.

The constituent materials and chemicals of one or more formulations developed by NTI under strict quality control which are required for utilization of the Process.

1.15. Process.

The procedure utilizing the Know-How for the manufacture of polyethylene substances with corrosion inhibiting properties derived from the Materials as developed and specified by NTI, together with any improvements and modifications of the corrosion inhibiting technology as it relates directly to the manufacture of corrosion inhibiting polyethylene substances, together with future technology, knowledge and product development which is useful in the manufacture of the Product.

1.16. Product.

Volatile Corrosion Inhibiting (“VCI”) materials incorporated in polyethylene film and solid substances of polyethylene in the form of boxes, tubes and other containers, which may also include other volatile corrosion inhibiting host packaging substances such as paper, manufactured by means of the Process, incorporating the Materials and utilizing the Trademark, all of which have been developed and are owned by NTI.

1.17. Masterbatch.

Any formulation of the Materials which shall be designated by NTI, as appropriate, to be applied to the specific requirements for corrosion protection, as afforded by the Product, of a known customer desirous of protecting an identified object (or objects) which are to be subjected to an anticipated certain range of corrosive influences. In addition to Materials, Masterbatch shall generally also contain other substances for the purpose of facilitating the manufacture of Product utilizing the Process.

1.18. Trademark.

The name and style “ZERUST”, the “Zerust People”, “EXCOR”, the NTI Logo and the Color Yellow as applied to VCI packaging materials, including trade literature, technical specifications and application instructions, and promotional material pertaining thereto, together with any ancillary trademark registrations, which may differ between various jurisdictions. NTI is the registered owner of the Trademark in the Jurisdictions cited hereof in Appendix III.

1.19. NTI and/or NTI ASEAN Trade Secrets.

All information deemed and designated confidential, both in the Shareholders Joint Venture Agreement and in the Ancillary Agreements and hereafter, including but not limited to information regarding the Know-How, Materials, Process, Product, and/or Masterbatch, together with information regarding technology, customers, research, techniques, processes, applications, formulae, cost data, customer lists, suppliers, competition, marketing strategy, supply relationships, costs and cost accounting, memoranda, diagrams, pictures, computer software and programs and records contained therein, sales information, financial information, costs, pricing data and profits, relating to the business and Intellectual Property Rights of NTI, NTI ASEAN, the Corporation and NTI and/or NTI ASEAN Affiliates, both in the Territory and elsewhere.

1.20. Other Agreed Upon Technologies.

In conformity with the objectives of the Parties hereto to expand the commercial activities of Fibro-NTI over time, the Parties shall endeavor to identify products, materials and/or technologies, which are both compatible with the Corporation’s Business, and susceptible of being profitably marketed through and/or by the Corporation in the Territory. Upon joint agreement of the Parties, in writing, to adopt such new products, materials and/or technologies within the scope of the Corporation’s activities, and successful negotiation of requisite commercial rights to commercialize such new products, materials and/or technologies in the Territory, such new products, materials and/or technologies shall be deemed to be incorporated within the Corporation’s activities as “Other Agreed Upon Technologies” to be treated as set forth in the Shareholders Joint Venture Agreement and the Ancillary Agreements.

1.21. Net Sales.

The total proceeds from the sale of Product and Other Agreed Upon Technologies sold by the Corporation in normal, bona fide commercial transactions on an arm’s length basis to, by, with, or through an entity which is not affiliated with any Party of this Agreement, less the following items: (i) sales discounts (including sales rebates); (ii) sales returns; (iii) shipping and transaction costs, such as Value Added Tax, CIF charges and packaging expenses; and (iv) sales commissions to third parties.

1.22. At Cost.

Without profit component of any kind, direct or indirect, to the particular Party in the given case (although nothing herein shall preclude such Party from recovering all costs - direct and indirect - arising out of any transaction with the proscription “At Cost”).

1.23. Shareholder.

Any holder, from time to time, of Shares of the Corporation and who presently is a Party to the Shareholders Joint Venture Agreement or who may become a Party to the Shareholders Joint Venture Agreement in the future.

1.24. Shares.

Any validly issued shares of the Corporation owned by any Shareholder pursuant to the Shareholders Joint Venture Agreement.

1.25. Transfer of Shares.

Any sale, transfer, assignment, pledge or disposition of Shares of the Corporation in any way, whether voluntarily or involuntarily, by gift, legal procedure, operation of law, or any other means.

1.26. Transferor of Shares.

A Shareholder who declares an intention to Transfer Shares of the Corporation and/or initiates the Transfer of Shares.

1.27. Transfer Price for Shares.

The price per share for the Shares of the Corporation offered on an arm’s-length basis by an outside party to the Transferor in a bona fide written offer.

1.28. Transferee.

Any new Shareholder, who has heretofore not been a party to the Shareholders Joint Venture Agreement, who acquires his Shares pursuant to the provisions of the Shareholders Joint Venture Agreement, and who thereafter signs and becomes a Party to the Shareholders Joint Venture Agreement.

1.29. Change of Control.

Any change in ownership, management, control or scope of business activities of a Party which could affect the performance of the duties and/or obligations of such Party under the Shareholders Joint Venture Agreement or the Ancillary Agreements.

ARTICLE 2
GRANT OF LICENSE BY NTI TO
FIBRO-NTI WITH RESPECT TO PRODUCT

2.1. NTI’s Representations.

NTI is the owner of the NTI Intellectual Property Rights and is free to disclose and license the NTI Intellectual Property Rights, together with NTI and/or NTI ASEAN Trade Secrets to Fibro-NTI for use in the Territory.

2.2. Grant of License by NTI to Fibro-NTI with Respect to Product.

NTI hereby grants to Fibro-NTI upon the terms, provisions and conditions set forth herein, an exclusive, non-transferable right and license to the Know-How and Process to make, have made, use, sell or otherwise dispose of Product incorporating Masterbatch under the Trademark within the Territory. Fibro-NTI shall not sell, distribute, promote or solicit customers for Product outside of the Territory including but not limited to such countries or regions where (i) NTI and/or NTI ASEAN has a corresponding patent(s) filed and in effect; (ii) NTI and/or NTI ASEAN has licensed or otherwise authorized the use of the Trademark; (iii) NTI and/or NTI ASEAN has granted exclusive sales rights to a third party licensee; (iv) NTI and/or NTI ASEAN has formed an alliance with another NTI and/or NTI ASEAN Affiliate; or (v) NTI and/or NTI ASEAN engages in the regular sale of Product.

2.3.	Commitment to NTI by Fibro-NTI in Consideration of Exclusive License to Intellectual Property Rights in Territory.

Fibro-NTI agrees that during the term of this License Agreement it shall not, without the prior written consent of NTI, enter into a license agreement, distribution agreement or any other agreement or relationship with any other party for the use of such party’s processes, Know-How, techniques and procedures which would in any way conflict with, substitute, displace or impede the Corporation’s Business within the Territory; and acknowledges that such action would constitute a violation of Article 8 hereof.

2.4.	Enlargement of Scope of NTI Intellectual Property Rights Not Subject to This License.

It is recognized that over a period of time the scope of the NTI Intellectual Property Rights not covered by this License Agreement may expand in related areas. The addition of such additional NTI Intellectual Property Rights under this License Agreement shall be as mutually agreed by NTI and Fibro-NTI , based upon their joint assessment of the prospective market therefor within the Territory and the suitability of including such additional NTI Intellectual Property Rights within the Corporation’s Business.

2.5.	Claims Against Fibro-NTI for Infringement of Third Party Intellectual Property Rights.

Notwithstanding the provisions of Article 2.1 hereof, in the event that any third party shall claim that Fibro-NTI is infringing upon its patents or other intellectual property rights, Fibro-NTI shall promptly notify NTI of such claims. Thereafter, NTI and Fibro-NTI shall together determine an appropriate course of conduct in response to such claims.

ARTICLE 3
IMPROVEMENTS AND MODIFICATIONS TO
NTI INTELLECTUAL PROPERTY RIGHTS

3.1. Ongoing Research and Development by NTI.

NTI shall continue its efforts in research and development to improve the NTI Intellectual Property Rights and NTI shall make the results of such research and development available to Fibro-NTI through this License Agreement.

3.2. Improvements to NTI Intellectual Property Rights by NTI and/or NTI ASEAN.

Any and all improvements or modifications to the NTI Intellectual Property Rights, of whatever nature and description, made by or through NTI and/or NTI ASEAN, or acquired by either of them, or coming under their control during the term of this License Agreement, which relate to the Product and which are suitable and useful in the Corporation’s Business, shall be deemed to be covered by this License Agreement and shall be made available to Fibro-NTI without any payment therefor in addition to the payments provided for in this License Agreement. It is understood, however, that if NTI and/or NTI ASEAN should acquire improvements in or modifications to the NTI Intellectual Property Rights by means of a license from a third party, then NTI’s and/or NTI ASEAN’s obligations to the Corporation hereunder shall be subject to the provisions of such license.

3.3.	Disclosure of Improvements in and Modifications to the NTI Intellectual Property Rights by NTI and/or NTI ASEAN to Fibro-NTI .

NTI and/or NTI ASEAN agree to disclose to Fibro-NTI promptly any and all improvements in or modifications to the NTI Intellectual Property Rights as covered by this License Agreement, and any and all Know-How and technical information which NTI and/or NTI ASEAN may acquire with respect to or relating to any such improvements or modifications. Anything in this License Agreement to the contrary notwithstanding, in the event that:

	3.3.1.	NTI and/or NTI Asean should determine that any such improvements in or modifications to the NTI Intellectual Property Rights, which are proprietary to either of them, are themselves patentable and the disclosure thereof would in any manner adversely affect NTI’s and/or NTI Asean’s ability to obtain a patent with respect thereto or would otherwise be adverse to their best interests with respect to the protection of the NTI Intellectual Property Rights related thereto; and/or

	3.3.2.	NTI and/or NTI Asean intend to file or have filed a patent application with respect thereto; then

neither NTI nor NTI ASEAN shall be under any obligation to make disclosure thereof to Fibro-NTI until they have obtained adequate patent protection in the opinion of their patent counsel. When such patent protection has been obtained, the subject improvements or modifications will then be disclosed promptly to Fibro-NTI and the same will fall within the scope of the License granted to Fibro-NTI pursuant to this License Agreement.

ARTICLE 4
GRANT OF RIGHT AND LICENSE BY FIBRO-NTI
TO NTI CONCERNING IMPROVEMENTS IT MAY ACQUIRE
TO NTI INTELLECTUAL PROPERTY RIGHTS

4.1. Disclosure of Improvements to NTI by Fibro-NTI.

Fibro-NTI agrees to disclose promptly to NTI any improvements in or modifications to NTI Intellectual Property Rights of whatever nature or description, which come to be learned by Fibro-NTI or which are made by or through its efforts, without any obligation by NTI to make payment therefor.

4.2. Grant of Right and License by Fibro-NTI to NTI.

Fibro-NTI hereby grants to NTI an exclusive, worldwide and fully paid-up right and license under any intellectual property rights, trade secrets and Know-How owned, controlled, or acquired by Fibro-NTI or which may otherwise be transferred or granted to Fibro-NTI during the term of this License Agreement and for a period of two years following the termination hereof to make, have made, use, sell or otherwise dispose of products incorporating any or all improvements in and modifications to NTI Intellectual Property Rights together with the Know-How, Materials, Process, Product and/or Masterbatch, and/or to sublicense third parties to do the same.

4.3. Obligations of Fibro-NTI Concerning the Filing of New Patents.

Fibro-NTI agrees that at NTI’s request and at NTI’s cost it will promptly file and diligently prosecute applications for letters patent in the name of NTI on any and all patentable improvements to NTI Intellectual Property Rights coming into its purview. Fibro-NTI further agrees, upon NTI’s request and at NTI’s cost, that it will promptly file and diligently prosecute corresponding patent applications in the name of NTI in such other countries outside the Territory as are designated by NTI.

4.4. Review of Potentially Infringing Technology.

In the event that Fibro-NTI shall learn of any technology, processes or patents developed or owned by third parties which may infringe or otherwise be in conflict with NTI Intellectual Property Rights, then Fibro-NTI shall forthwith provide NTI and/or NTI ASEAN with whatever information it may have with respect thereto. NTI and/or NTI ASEAN and Fibro-NTI will then consult with one another as to:

	4.4.1.	Taking appropriate legal action against such third party for infringement of NTI Intellectual Property Rights together with NTI and/or NTI ASEAN Trade Secrets; and/or

	4.4.2.	Purchasing, licensing or otherwise acquiring such technology, processes or patents from such third parties, in which event such rights as are acquired shall be extended to NTI pursuant to Article 4.2 hereof. In such event, based upon the joint decision of the Parties, Fibro-NTI shall exert its best efforts to carry out whatever the Parties have determined to be in their mutual best interest.

ARTICLE 5
RESPONSIBILITIES OF NTI TO NEW JOINT
VENTURE WITH RESPECT TO THE LICENSING OF
OTHER AGREED UPON TECHNOLOGIES

5.1.	Agreement of the Parties to Add Other Agreed Upon Technologies to the Scope of the Corporation’s Business.

The Parties to the Shareholders Joint Venture Agreement and to the Ancillary Agreements agree that it is a stated objective to build Fibro-NTI by adding Other Agreed Upon Technologies to the scope of the Corporation’s Business.

5.2. Search for Other Agreed Upon Technologies.

NTI shall diligently search for Other Agreed Upon Technologies, appropriate for the Territory, which might reasonably be included within the Scope of the Corporation’s Business.

5.3. Licensing Strategy for Other Agreed Upon Technologies.

The Parties agree to cooperate with each other in evaluating licensing opportunities and in promulgating strategy with respect to negotiating and concluding license agreements for Other Agreed Upon Technologies for and on behalf of the Corporation in the Territory. Further, the Parties to this License Agreement and to the Shareholders Joint Venture Agreement agree that NTI shall take the lead with respect to negotiating the most favorable terms possible with the owner(s) of the intellectual property rights with respect to Other Agreed Upon Technologies which the Parties wish to add to the scope of the Corporation’s Business in the Territory; but that NTI shall not conclude any agreement for such intellectual property rights for and on behalf of Fibro-NTI in the Territory, without the express written approval of NTI and Fibro-NTI , which approval shall not be unreasonably withheld.

5.4. Development of the Market for Other Agreed Upon Technologies, Once Licensed, in the Territory.

The Parties recognize that the structure of the market for Other Agreed Upon Technologies in the Territory may require a different marketing approach from that required by the structure of the market of Product. There is therefore an element of uncertainty relative to the market for Other Agreed Upon Technologies for planning purposes. The Parties agree, however, to cooperate in fulfilling the terms of such license agreement as may be concluded with the joint approval of the Parties, for Other Agreed Upon Technologies, which shall generally comport a “best efforts” commitment by the Parties jointly to maximize the commercial and financial results of the Corporation’s Business for Fibro-NTI with respect to Other Agreed Upon Technologies, in accordance with the provisions of the Shareholders Joint Venture Agreement and the Ancillary Agreements.

ARTICLE 6
ROYALTIES

6.1. Basis for Royalties With Respect to Product.

Fibro-NTI shall pay the royalties to NTI with respect to Product which are provided for in Article 6 of this License Agreement in consideration of the grant of License as set forth in Article 2 hereof, which includes certain rights to NTI Intellectual Property Rights, the Know-How, Materials, Process, Product, Masterbatch and Trademark, together with the NTI and/or NTI ASEAN Trade Secrets disclosed herewith or furnished at a later date under this License Agreement by NTI to Fibro-NTI. Such royalty payments shall be made throughout the entire term of this License Agreement as compensation in full for the rights set forth above and duly licensed by NTI to Fibro-NTI provided that NTI, together with NTI Affiliates maintains diligent, tangible effort to improve the NTI Intellectual Property Rights licensed to Fibro-NTI hereunder, in accordance with Articles 3.1 and 3.2 hereof.

6.2. Royalties Due with Respect to Product.

Fibro-NTI shall pay to NTI a royalty equal to seven and one-half percent (7.5%) of Net Sales of Product by the Corporation. Royalties, less applicable withholding tax, shall be paid in U.S. Dollars to an account or accounts as may be designated by NTI from time to time.

6.3. Royalties Payable to NTI With Respect to Other Agreed Upon Technologies.

Royalties to be paid by Fibro-NTI to NTI with respect to Other Agreed Upon Technologies shall be as agreed between the Parties on a case-by-case basis. Upon completion of a satisfactory agreement to license the rights to include advanced products, materials and/or technologies, under terms acceptable to the Parties, within the scope of the Corporation’s Business as an Other Agreed Upon Technology, NTI shall perform substantially the same functions directly and/or cause the performance of substantially the same functions for the Corporation under this License Agreement with respect to each Other Agreed Upon Technology, that such Party does with respect to NTI Intellectual Property Rights, including but not limited to NTI’s commitment to ongoing research and development of Other Agreed Upon Technologies as set forth in Articles 3.1 and 3.2 hereof. Accordingly, the percentage of royalties to be paid to NTI with respect to Net Sales of Other Agreed Upon Technologies shall, unless otherwise agreed between the Parties, be equal to the percentage of royalties paid by Fibro-NTI to NTI with respect to Net Sales of Product.

6.4. No Separate Compensation to NTI on Technology Transfer.

There shall be no separate compensation to NTI for the transfer of technology to Fibro-NTI with respect to NTI Intellectual Property Rights or rights to Other Agreed Upon Technologies, beyond the royalty payments payable to NTI on the actual sale of Product and goods based upon Other Agreed Upon Technologies by the Corporation, as set forth in Articles 6.1., 6.2. and 6.3. hereof.

6.5. When a Sale is Deemed to Occur.

A sale shall be deemed to have occurred when Product or goods based upon Other Agreed Upon Technologies have been billed, or (if not billed) delivered to and fully paid for by a customer.

6.6. License Year.

The term “License Year” shall mean any twelve (12) month period ending on December 31, except that the first License Year shall commence on the Effective Date and end at the next 31 December date.

6.7. Statements to NTI.

Within sixty (60) days after the last day of each quarterly period in each License Year, Fibro-NTI shall:

6.7.1.	Prepare and deliver to NTI a complete and accurate statement setting forth for the quarter just ended and separately and cumulatively for, and with respect to, all elapsed quarterly periods for the License Year:

	(i)	The total amount of Net Sales of Product (broken down in reasonable detail by individual volumes and customers and showing all costs and discounts leading to the establishment of the Net Sales figure for each customer);

	(ii)	The total amount of royalties on such Net Sales of Product (computed as hereinbefore provided) payable to NTI.

	(iii)	The total amount of Net Sales of Other Agreed Upon Technologies (broken down in reasonable detail by individual volumes and customers and showing all costs and discounts leading to the establishment of the Net Sales figure for each customer); and

	(iv)	The total amount of royalties on such Net Sales of Other Agreed Upon Technologies (computed as hereinbefore provided) payable to NTI.

6.7.2.	Pay to NTI the full amount of the royalties to which it is entitled for and with respect to the period or periods of the License Year covered by the statement(s) provided for in Article 6.7.1 hereof.

6.8. Books and Records.

Fibro-NTI covenants and agrees:

6.8.1.

That it will keep complete and accurate commercial and financial records and books of account showing the amount of xxxxxxxx to customers and the amount of deductions therefrom in arriving at Net Sales of Product and Other Agreed Upon Technologies and all additional data and information which may be reasonably necessary to enable NTI’s independent accountants to verify the completeness and accuracy of each item of information which Fibro-NTI is required to set forth in each of the statements referred to in Article 6.7.1;

	6.8.2.	That it will keep all such commercial and financial records and books of account at its principal office and will preserve all such records and books of account for a period of not less than three (3) years from and after the date on which such records or the last entry in such books of account was made, whichever shall be later; and

	6.8.3.	That it will make such commercial and financial records, books of account, data and information available to NTI’s representatives and to NTI’ independent accountants and will give to such representatives or accountants free and complete access, at any reasonable time or times, to all such records, books of account, data and information, for the purposes of examining the same and verifying the completeness and accuracy of each item of information which Fibro-NTI is required to set forth in each of the statements referred to in Article 6.7.1 hereof. In addition, NTI shall have the right to make copies of any of the foregoing. The independent accountants of Fibro-NTI shall in the ordinary course of business provide written confirmation and certification to NTI, at least annually, of the data to be supplied to NTI pursuant to Article 6.7.1 hereof. The cost of such reports shall be borne by Fibro-NTI. In the event that NTI shall cause its representatives to confirm or verify the accuracy of the data supplied by Fibro-NTI , then the costs and fees of such representatives shall be borne by NTI unless such representatives shall determine, to the satisfaction of Fibro-NTI ‘s independent accountants, that there is a variation in the reporting of Net Sales of five percent (5%) or more, in which event the costs and fees of NTI’s representatives and/or accountants shall be borne by Fibro-NTI .

ARTICLE 7
PROTECTION OF NTI AND/OR
NTI ASEAN TRADE SECRETS

7.1. Recognition of NTI and/or NTI ASEAN Trade Secrets.

Fibro-NTI acknowledges and agrees that (i) NTI Intellectual Property Rights; (ii) NTI and/or NTI ASEAN Trade Secrets; (iii) the Know-How, Materials, Process, Product and Masterbatch; and (iv) other information deemed confidential by NTI and/or NTI ASEAN and designated herein and hereafter relating to the business of NTI and/or NTI ASEAN, of the Corporation, and of NTI and/or NTI ASEAN Affiliates, both in the Territory and elsewhere, including but not limited to applications of NTI Intellectual Property Rights, cost and cost accounting data, customer lists, competition, marketing strategy, supply relationships, memoranda, diagrams, pictures, computer software and programs as well as records contained therein, sales information, financial information, pricing data and margins, are also included within the definition of NTI and/or NTI ASEAN Trade Secrets set forth in Article 1.19 hereof and constitute valuable property rights of NTI, NTI ASEAN and NTI and/or NTI ASEAN Affiliates.

7.2. Protection of NTI and/or NTI ASEAN Trade Secrets.

Fibro-NTI agrees that during the term of this License Agreement, as well as following its termination and for all times thereafter, it shall keep secret and confidential all NTI and/or NTI ASEAN Trade Secrets which it now knows or may hereafter come to know as a result of the Shareholders Joint Venture Agreement and Ancillary Agreements. NTI and/or NTI ASEAN Trade Secrets shall not be disclosed by Fibro-NTI to third parties and shall be kept secret and confidential, except (i) to the extent that the same have entered into the public domain by means other than the improper actions of Fibro-NTI , or (ii) to the extent that the disclosure thereof may be required pursuant to the order of any court or other governmental body. If an NTI and/or NTI ASEAN Trade Secret shall be in the public domain as the result of an act by Fibro-NTI or any Agent (as hereinafter defined) or Submanufacturer (as hereinafter defined) thereof, then Fibro-NTI shall nevertheless continue to keep such NTI and/or NTI ASEAN Trade Secret secret and inviolate.

7.3.	Protection of NTI and/or NTI ASEAN Trade Secrets by Agents (as hereinafter defined) and Submanufacturers (as hereinafter defined) of Fibro-NTI .

Neither Fibro-NTI, nor its Agents (as hereinafter defined), nor its Submanufacturers (as hereinafter defined) shall at any time copy, remove from their proper location – be it within the Corporation or elsewhere - or retain without NTI’s prior written consent, the originals or copies of any NTI and/or NTI ASEAN Trade Secrets or of any of the unpublished records, books of account, documents, letters, diagrams, computer disks, papers or memoranda of NTI and/or NTI ASEAN. It is understood that from time to time it may be necessary that certain of the foregoing items be copied or removed from their location; however, this shall be done subject to the requirement of this Article that the original material be returned to its proper location as soon as possible and that the confidential nature and integrity of the foregoing as NTI and/or NTI ASEAN Trade Secrets be strictly maintained both as to original documents and copies thereof.

7.3.1.	Insofar as the officers, employees and consultants of Fibro-NTI (herein collectively “Agents”) who come in contact with NTI and/or NTI ASEAN Trade Secrets are concerned, Fibro-NTI shall cause such Agents to enter into NTI and/or NTI ASEAN Trade Secrecy Agreements substantially in the form of Appendix IV to this License Agreement. Fibro-NTI shall exert its best efforts to cause its Agents to adhere to and to abide by the provisions, restrictions and limitations of the NTI and/or NTI ASEAN Trade Secrecy Agreements which efforts shall include the institution and prosecution of appropriate litigation if such be necessary and desirable.

	(i)	To the extent that Fibro-NTI provides Masterbatch to Submanufacturers in requisite quantities to allow such Submanufacturers to manufacture Product in the Territory in such volumes and forms as may be required for the Corporation’s Business (“Submanufacturers”), it is understood that Fibro-NTI may find it necessary to disclose certain NTI and/or NTI ASEAN Trade Secrets to such Submanufacturers for such purposes only;

	(ii)	NTI and/or NTI ASEAN Trade Secrets shall be disclosed only to such Submanufacturers who have been specifically approved in writing by NTI ASEAN and who have entered into NTI and/or NTI ASEAN Trade Secrecy Agreements with Fibro-NTI in a form approved by NTI ASEAN, but substantially in the form of the NTI and/or NTI ASEAN Trade Secrecy Agreement set forth in Appendix IV hereof;

	(iii)	Moreover, only those NTI and/or NTI ASEAN Trade Secrets which are absolutely essential for the functions to be performed by such Submanufacturers shall be disclosed to them.

7.3.2.	Fibro-NTI shall not transfer ownership, by sale or any other means, of Materials or Masterbatch to any Submanufacturers but rather shall provide Masterbatch to Submanufacturers without charge for the sole purpose of allowing such Submanufacturers to apply the Process with respect to Product, incorporating Masterbatch, for the account of Fibro-NTI. Upon completion of any order for such Process of Product by a Submanufacturer, Fibro-NTI shall pay such Submanufacturer for its services and the raw materials provided by the Submanufacturer in the Process and so take title to the Product, and shall require the return by the Submanufacturer of any Materials or Masterbatch not utilized in the Process. A form of Sub-License Agreement to be used by Fibro-NTI when ceding physical control of Masterbatch to a Submanufacturer is attached hereto as Appendix V.

7.3.3.	The Parties hereby agree and acknowledge that NTI and/or NTI ASEAN are intended third party beneficiaries of the NTI and/or NTI ASEAN Trade Secrecy Agreements, and that NTI and/or NTI ASEAN may in the sole discretion of each, in their own behalf or derivatively and/or on behalf of the Corporation directly enforce the provisions of the NTI and/or NTI ASEAN Trade Secrecy Agreements and/or any breach thereof against any and all Agents (as defined in Article 7.3.1 hereof) and/or Submanufacturers (as defined in Article 7.3.1(i) hereof) who have executed same.

7.4. Remedies in the Event of a Violation of Article 7 Hereof.

It is understood and recognized by Fibro-NTI that in the event of any violation by Fibro-NTI and/or its Agents of the provisions of Article 7 hereof, NTI and/or NTI ASEAN ‘s remedy at law will be inadequate and NTI and NTI ASEAN will suffer irreparable injury. Accordingly, Fibro-NTI consents to injunctive and other appropriate equitable relief upon the institution of legal proceedings therefor by NTI and NTI ASEAN and in any court of competent jurisdiction to protect NTI and/or NTI ASEAN Trade Secrets. Such relief shall be in addition to any other relief to which NTI and/or NTI ASEAN may be entitled at law or in equity, which shall include but not be limited to the right of immediate termination of this License Agreement.

ARTICLE 8
COVENANT TO OBSERVE THE
DOCTRINE OF “CORPORATE OPPORTUNITY”

8.1. Doctrine of Corporate Opportunity and Observance Thereof.

It is the intent of the Parties to this License Agreement, the Shareholders Joint Venture Agreement and to the other Ancillary Agreements to deal solely with each other with respect to the commercial, technical and strategic development and implementation of the Corporation’s Business in the Territory. Consequently, the Parties to each agreement cited above hereby renounce and covenant not to engage in any activity which would either (a) negatively impact the performance of their duties under the Shareholders Joint Venture Agreement or the Ancillary Agreements in the Territory, or (b) have the effect of displacing or substituting Net Sales of Product and/or of Other Agreed Upon Technologies and/or the application of NTI Intellectual Property Rights, in the Territory; except as specifically agreed to by the Parties in furtherance of the Corporation’s Business (“Corporate Opportunity”).

8.2. Agreement Not to Divert Resources.

Fibro-NTI and NTI agree that during the term of this License Agreement they shall not, directly or indirectly, in any capacity whatsoever, engage in, own, manage, operate, control, act as a consultant to, have a financial interest in, or otherwise participate in the ownership, licensing, management, operation or control of, a business which would impede, substitute, displace or divert Net Sales of Product and/or of Other Agreed Upon Technologies from the Corporation within the Territory except through the Corporation in furtherance of the Corporation’s Business. During said term NTI shall not in any way, directly or indirectly, divert, take away or interfere with or attempt to divert, take away or interfere with, any of the customers, accounts, suppliers, employees, representatives or patronage of the Corporation. In the event that this License Agreement is terminated: (i) because of a material Breach of the Shareholders Joint Venture Agreement by a Party; (ii) because of a material Breach of any Ancillary Agreement by a Party; (iii) upon the bankruptcy or other adverse condition of a Party as described in Article 9 hereof; (iv) pursuant to Article 10 hereof; or (v) upon a Breach of Articles 7 or 8 hereof, then the Party in Breach or subject to such adverse condition shall continue to be bound by the provisions of Article 8 of this License Agreement for a period of three years following the date of termination, but Fibro-NTI shall at no time be permitted to use NTI and/or NTI ASEAN Trade Secrets for any activity outside the Corporation, including but not limited to such activities which would have the effect of diverting resources from the Corporation.

8.3. Remedies for Breach of Agreement Not to Divert Resources.

It is understood and recognized by the Parties that in the event of a violation of the provisions of Article 8 hereof by a Party, the remedy at law will be inadequate and that the other Party to this License Agreement shall suffer irreparable injury. Accordingly, each Party to this License Agreement consents to injunctive or other appropriate equitable relief upon the institution of legal proceedings therefor by the non-violating Party. Such relief shall be in addition to any other relief to which a Party may be entitled at law or in equity, which shall include but not be limited to the right of immediate termination of this License Agreement.

ARTICLE 9
TERM OF AGREEMENT

9.1. Indefinite Term.

This License Agreement shall become effective on the Effective Date and shall, unless otherwise terminated in accordance with the provisions hereof, continue in effect for an indefinite term of years.

9.2. Termination.

This License Agreement, having become effective as of the Effective Date hereof, shall continue in effect unless:

	9.2.1.	Terminated by either Party in accordance with the provisions of Articles 7 and/or 8 hereof;

	9.2.2.	Terminated in accordance with Article 9.3 and/or Article 9.4 hereof;

	9.2.3.	Terminated by either Party by reason of a material Breach or Default of this License Agreement by the other Party which has not been cured or remedied in accordance with Article 10 hereof; or

	9.2.4.	Terminated automatically, in conjunction with the termination of the Shareholders Joint Venture Agreement or any of the other Ancillary Agreements by a Party thereto by reason of a material Breach (as therein defined) or Default (as therein defined) of any such agreement by a Party thereto, which Breach or Default has not been cured or remedied in accordance with the curative provisions thereof. In such event this License Agreement shall likewise terminate on the same date, without any further act or notice given by a Party hereto.

9.3. Termination Upon Change of Control of a Party.

In the event that a Change of Control of a Party hereto shall occur, then the other Party or Parties may, upon six (6) months prior written notice given to such Party, terminate this License Agreement, unless the Change of Control of such Party shall have been effected upon prior notification and with the written understanding of the other Party.

9.4. Termination Upon Bankruptcy or Insolvency.

If Fibro-NTI hereto shall become bankrupt or insolvent or shall file any debtor relief proceedings, or if there shall be filed in Court against a Party legal proceedings or bankruptcy or insolvency or reorganization or for the appointment of a receiver or trustee of all or a portion of such Party’s property, or if a Party makes an assignment for the benefit of creditors or petitions for or enters into an arrangement for debtor relief and such proceedings as are described aforesaid are not dismissed within a period of ninety (90) days after the institution thereof, then, at the option of the other Party, this License Agreement shall forthwith terminate by written notice given to the Party who has filed, instituted or against whom any of the proceedings aforesaid have been brought; provided that if a stay has been granted by a Trustee or Judge in Bankruptcy by virtue of which this License Agreement is to be deemed an executory contract, then the other Party shall continue to perform under the terms of this License Agreement if:

	9.4.1.	Payments due under this License Agreement for past obligations are rendered in full by the Party subject to such proceedings;

	9.4.2.	Payments due under this License Agreement for present obligations are rendered by the Party subject to such proceedings pursuant to a payment schedule acceptable to the other Party; and

	9.4.3.	All other provisions of this License Agreement are complied with fully by the Party subject to such proceedings.

9.5. Payment of Amounts Due.

In the event of termination of this License Agreement, each Party shall pay to the other Party all amounts due and owing pursuant to this License Agreement prior to the effective date of termination.

9.6. Cooperation Upon Termination.

Upon termination of this License Agreement, the Corporation shall cooperate with NTI in transferring NTI Intellectual Property Rights, together with NTI and/or NTI ASEAN Trade Secrets, to NTI, NTI ASEAN or their designated assignee; and NTI shall cooperate with the Corporation and with NTI in transferring NTI Trade Secrets to NTI or its designated assignee.

9.7. Non-Release of Obligations.

The termination of this License Agreement shall not release the Parties from their obligations to settle all financial accounts between themselves in cash forthwith. Notwithstanding the termination hereof, each Party shall be responsible for the performance of all of its obligations and responsibilities hereunder up to the effective date of termination. As provided in Article 7, upon termination of this License Agreement, NTI and/or NTI ASEAN Trade Secrets shall continue to be kept secret and confidential by Fibro-NTI .

9.8. Cessation of Rights Upon Termination.

Upon the termination of this License Agreement, for reason of Default or Breach of this License Agreement or of the Shareholders Joint Venture Agreement or of any Ancillary Agreement, all rights which the Party in Default (“Defaulting Party”) may have under or pursuant to this License Agreement shall forthwith cease and terminate. If a dispute as to whether a Default or Breach exists is submitted to Arbitration under Article 11 hereof, the Parties shall jointly appoint a trustee or agent to oversee the execution of the duties hereunder and the protection of the rights hereunder of the Party allegedly in Default and/or Breach. If the Parties cannot agree on a trustee or agent for such purposes, the Arbitration Panel shall forthwith appoint same.

ARTICLE 10
DEFAULT

10.1. Event of Default.

A Default (“ Default”) hereunder shall exist in the event of:

	10.1.1.	Non-payment of funds by one Party to another Party when due and owing; and/or

	10.1.2.	A material Breach (“Breach”) of any provision of this License Agreement other than Articles 7 and/or 8 hereof, of the Shareholders Joint Venture Agreement, or any of the other Ancillary Agreements; and/or

	10.1.3.	A Breach of Articles 7 and/or 8 hereof.

10.2. Remedies Upon Default or Breach.

The remedies available to each Party in an instance of Default or Breach by the other Party shall be as follows:

10.2.1.

If a Party shall fail to make any payments required hereunder after the same are due, (other than due to governmental delays) or if it shall commit a Default or Breach in the performance of, or by failure to observe and comply with, any other material term or provision of this License Agreement to be performed, observed or complied with by it, then the Party against whom such Default or Breach shall have been committed shall have the right to declare a Default and terminate this License Agreement unless the Party in Default or Breach shall cure such failure to pay, or cause the same to be cured, within thirty (30) days (fifteen (15) days in case of monetary default) after receipt of written notice from the other Party, provided, however, that if the Party in Default or Breach commences to cure same within the curative period specified herein, then the right of termination shall be held in abeyance for a reasonable period of time so long as the Party in Default or Breach proceeds to cure such Default or Breach with due diligence. A Party’s right of termination shall be in addition to and not in limitation of any of his other rights at law or in equity based upon the other Party’s Default or Breach. Any notice of termination shall stipulate the effective date of termination which shall be not less than three (3) months nor more than six (6) months following the date that such notice is given.


	10.2.2.	Notwithstanding the foregoing, in the event of a violation of Articles 7 and/or 8 hereof by a Party hereto, the other Party may at its sole discretion terminate this License Agreement with immediate effect upon giving notice to the Party in Default or Breach of Article 7 and/or 8 hereof as provided herein.

10.3. Non-Waiver of Rights.

A Party’s failure to terminate this License Agreement on account of any Breach or Default by the other Party as provided in Article 10.1 or 10.2 hereof shall in no event constitute or be deemed to constitute a waiver by such Party of its right to terminate this License Agreement at any time while any such Breach or Default continues (subject to the provisions of Article 10.2 hereof), or on account of any subsequent Breach or Default by a Party.

ARTICLE 11
DISPUTE RESOLUTION

11.1. Dispute Resolution by Arbitration.

Any and all disputes, except as excluded under Article 11.2 hereof, which may arise between the Parties during the term of this License Agreement, after the termination thereof, or following the liquidation or dissolution of Fibro-NTI , upon failure by the Parties to amicably resolve same after mutual good faith negotiations, shall be exclusively settled by arbitration, including but not limited to the following:

	11.1.1.	A dispute as to whether a Default exists;

	11.1.2.	A dispute as to whether a Default entitles the non-defaulting Party to terminate this License Agreement;

	11.1.3.	A dispute as to the validity of this Article 11;

	11.1.4.	A dispute relating to the construction, meaning, interpretation, application or effect of this License Agreement or anything contained herein;

	11.1.5.	A dispute as to the rights, obligations or liabilities of the Parties hereunder.

11.2. Disputes Not Subject to Arbitration.

Notwithstanding anything to the contrary set forth in this License Agreement:

	11.2.1.	Arbitration may not be invoked regarding matters expressed in this License Agreement to be agreed upon by or determined with the consent or approval of both Parties.

	11.2.2.	Arbitration may not be invoked if a Party violates the provisions of this License Agreement relating to NTI and/or NTI Asean Trade Secrets, or Corporate Opportunity. In such event, the remedies set forth in Articles 7, 8 and/or 10 hereof shall apply.

11.3. Conduct of Arbitration Proceedings.

Such arbitration proceedings shall be conducted in English and shall be carried on in the City of Brussels or any other place mutually agreeable to the Parties, under the UNCITRAL Arbitration Rules. With respect to the interpretation of this License Agreement, the laws of Turkey shall apply. Judgment upon the award rendered by the arbitrator in favor of the Prevailing Party, which shall include an award concerning the payment of costs, attorneys’ fees, and expenses of the arbitration proceedings, may be entered in any court of competent jurisdiction and assets may be attached in any Turkey in the world pursuant to such judgment.

11.4. Designation of the “Prevailing Party”.

In each case in which arbitration is invoked under this License Agreement, the Shareholders Joint Venture Agreement or any of the other Ancillary Agreements, the arbitration panel shall be required to designate one or the other Party as the Prevailing Party (“Prevailing Party”).

11.5. Punitive Damages Excluded.

The Prevailing Party in an arbitration proceeding convened hereunder shall be awarded in arbitration all reasonable damages plus documented costs incurred in pursuing its arbitration claim, including but not limited to legal fees and travel expenses, but shall not be entitled to exemplary or punitive damages.

ARTICLE 12
GENERAL PROVISIONS

12.1. Benefit of Parties.

All of the terms and provisions of this License Agreement, the Shareholders Joint Venture Agreement and of the other Ancillary Agreements shall be binding upon the Parties executing same and their respective permitted successors and assigns. Except as expressly provided herein, a Party may not assign its rights and obligations to a third party without the written consent of the other Party; provided, however, that a Party may assign this License Agreement and all of such Party’s rights hereunder (or a portion of this License Agreement and the rights hereunder relating thereto) to, or provide for the performance of all or part of such Party’s obligations hereunder by, an entity which controls, is controlled by or is under common control with such Party. In such event, (i) the assignor shall unconditionally guarantee the performance and obligations of the assignee and shall not be released of its liabilities, obligations and responsibilities hereunder and (ii) the assignee shall expressly assume in writing and agree to perform such obligations, liabilities and responsibilities of the assignor.

12.2. Counterparts.

This License Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

12.3. Cooperation.

During the term of this License Agreement, each Party shall cooperate with and assist the other Party in taking such acts as may be appropriate to enable all Parties to effect compliance with the terms of this License Agreement as well as those of the Shareholders Joint Venture Agreement and the other Ancillary Agreements, and to carry out the true intent and purposes thereof.

12.4. Index, Captions, Definitions and Defined Terms.

The captions of the Articles of this License Agreement and subsections thereof are solely for convenient reference and shall not be deemed to affect the meaning or interpretation of any provisions hereof. Notwithstanding the foregoing, the Definitions set forth in Article 1 hereof, together with any other defined terms in this License Agreement, as identified by their insertion in parentheses and quotation marks (“Defined Terms”), shall be incorporated herein as written, made a part hereof, and govern the interpretation of the text of this License Agreement, irrespective of whether such Definitions or Defined Terms appear in the text of this License Agreement before or after they are defined.

12.5. Waiver of Compliance.

The Party for whose benefit a warranty, representation, covenant or condition is intended may in writing waive any inaccuracies in the warranties and representations contained in this License Agreement or waive compliance with any of the covenants or conditions contained herein and so waive performance of any of the obligations of the other Parties hereto, and any Breach or Default hereunder; provided, however, that such waiver shall not affect or impair the waiving Party’s rights in respect to any other covenants, condition, Breach or Default hereunder.

12.6. Force Majeure.

In the event that a Party is prevented or delayed from performing, fulfilling or completing an obligation provided for in this License Agreement as a result of delays caused by strikes, lock-outs, unavailability of materials, acts of God, acts of any national, state or local governmental agency or authority of a foreign government, war, insurrection, rebellion, riot, civil disorder, fire, explosion or the elements, then the time for performance, fulfillment or completion shall be extended for a period not exceeding the number of days by which the same was so delayed. If a force majeure event shall be in existence for one year or more, then either Party shall have the right to terminate this License Agreement at any time thereafter by giving at least thirty (30) days written notice of termination to the other Party, provided that the force majeure event continues to be in effect as of the date that such notice is given.

12.7. Notices.

All notices, requests, demands or other communications which are required or may be given pursuant to the terms of this License Agreement shall be in writing and delivery shall be effective in all respects if delivered (i) by telefax promptly confirmed by letter, (ii) personally, (iii) by registered or certified air mail, postage prepaid, or (iv) by neutral, commercial courier service such as Federal Express, DHL, UPS or equivalent, as follows:

If to Fibro-NTI , to:	Fibro-NTI
	Elemanari Sanaye Insaat
	ve Tic. Ltd. Sti, Karanfil Cad. 27
	80620 1. Levent
	Istanbul
	Turkey

If to NTI, to:	Northern Technologies International Corporation
	Attention: President
	0000 Xxxxx Xxxxxxx 00
	Xxxx Xxxxx, XX 00000
	Telefax: 0-000-000-0000

If to NTI, to:	Northern Technologies International Corporation
	Attention: Chairman
	00000 Xxxxxxxxxx Xxxx
	Xxxxxxxxx, XX 00000
	Telefax: 0-000-000-0000

Copy to:	Atagençer, LLC
	Attention Xx. Xxxxxx Xxxxxx
	00000 Xxxxxxx Xxxxx
	Xxxxxxxxxxx, XX 00000
	Tel: 000-000-0000
	Fax: 000-000-0000

Copy to:	Fibrobeton Precast Concrete LTD.
	Elemanari Sanaye Insaat
	ve Tic. Ltd. Sti, Karanfil Cad. 27
	80620 1. Levent
	Istanbul
	Turkey

or to such other address as may be specified in writing by any of the above.

12.8. Entire Agreement.

This License Agreement, together with the Shareholders Joint Venture Agreement and the other Ancillary Agreements, contain the entire understanding of the Parties as of the date of each such agreement. There are no representations, promises, warranties, covenants, agreements or undertakings other than those expressly set forth or provided for in this License Agreement, the Shareholders Joint Venture Agreement and the other Ancillary Agreements, and the same supersede all prior agreements and understandings between the Parties with respect to the relationships and transactions contemplated by this License Agreement. It is the intent of the Parties to develop the relationship established hereunder, however, and to amend and supplement this License Agreement so as to provide for expansion both of Net Sales of Product and of the scope of the Corporation’s Business with Other Agreed Upon Technologies. Any amendment or supplement to this License Agreement, the Shareholders Joint Venture Agreement and the other Ancillary Agreements must, however, be clearly identified as such and set forth in writing (“Supplemental Documents”). Supplemental Documents may include Corporate Resolutions and/or other written exchanges between Parties, but must be manually signed, in the original, by duly authorized representatives of the Parties to constitute valid Supplemental Documents for purposes hereof.

12.9. Validity of Provisions.

Should any part of this License Agreement, the Shareholders Joint Venture Agreement, or the other Ancillary Agreements be declared by any court of competent jurisdiction to be invalid, such decision shall not affect the validity of the remaining portion, which remaining portion shall continue in full force and effect as if such instrument had been executed with the invalid portion thereof eliminated therefrom, it being the intent of the Parties that they would have executed the remaining portion without including any such part or portion which may for any reason be declared invalid. In the event that a provision of this License Agreement, the Shareholders Joint Venture Agreement, or any other Ancillary Agreement shall be declared to be invalid, then the Parties agree that they shall, in good faith, negotiate with one another to replace such invalid provision with a valid provision as similar as possible to that which had been held to be invalid, giving due recognition to the reason for which such provision had been held invalid.

12.10. Governmental Filings.

Fibro-NTI shall be responsible for the preparation and filing of all necessary reports relating to this License Agreement and the transactions contemplated hereby with each appropriate government agency in the Territory, and shall maintain all required governmental filings and permits current. NTI shall provide whatever information and documentation reasonably required of and available to it in connection with the preparation and filing of such reports.

12.11. Payments.

Any payment to be made by Fibro-NTI to NTI pursuant to any provision of this License Agreement shall be made by means of a wire transfer or by means of a deposit to a bona fide bank account as designated by NTI. NTI shall have the right to specify in writing any bank account to which payments due shall be made.

12.12. Derivative Enforcement by the Parties.

The Parties may, derivatively for and on behalf of Fibro-NTI , enforce the terms hereof against the Parties in the event of a material Breach or Default of this Agreement by NTI. In the event of derivative enforcement hereunder, the matter shall be adjudicated in accordance with the provisions of Article 11 hereof.

12.13. Changes Subject to Approval of the Parties.

The parties to this License Agreement shall not change, modify or amend this License Agreement in any respect without the prior written consent of the Parties.

IN WITNESS WHEREOF, the parties have executed this License Agreement as of the day and year first above written.

NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION

By	/s/ Xxxxxx X. Xxxxx



FIBRO-NTI, JOINT STOCK COMPANY

By	/s/

APPROVAL OF FIBROBETON PRECAST CONCRETE LTD.

By its signature hereto FIBROBETON PRECAST CONCRETE LTD. approves and agrees to the terms and provisions of this License Agreement and of the form of NTI and NTI-ASEAN Trade Secrecy Agreement attached hereto, and agrees to be bound thereto to the extent that the terms and provisions thereof are applicable to it, it being understood that FIBROBETON PRECAST CONCRETE LTD. shall also have a direct right of action in its own name for the enforcement of the provisions of this License Agreement.

FIBROBETON PRECAST CONCRETE LTD.


By	/s/

APPROVAL OF ATAGENÇER, LLC

By its signature hereto ATAGENÇER, LLC approves and agrees to the terms and provisions of this License Agreement and of the forms of NTI and NTI-ASEAN Trade Secrecy Agreements attached hereto, and agrees to be bound thereto to the extent that the terms and provisions thereof are applicable to it, it being understood that ATAGENÇER, LLC shall also have a direct right of action in its own name for the enforcement of the provisions of this License Agreement.

ATAGENÇER, LLC


By	/s/ Xx. Xxxxxx X. Xxxxxx

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LICENSE AGREEMENT BY AND BETWEEN NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION AND FIBRO-NTI, JOINT STOCK COMPANY DATED AS OF JUNE 24, 2001

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