LICENSE AND ROYALTY SHARING AGREEMENT



  
 Exhibit 10.9 
 Execution Copy 
  
 LICENSE AND ROYALTY-SHARING AGREEMENT 
  
 This License and Royalty-Sharing Agreement (the “Agreement”), dated as of November 20, 2002, is between Constar
International Inc., a Delaware corporation (“Constar”) and Crown Cork & Seal Technologies Corporation, a Delaware corporation (“Crown”). 
  
 Background 
  
 A. Pursuant to a Master
Assignment and Assumption Agreement dated as of the date hereof, Crown is assigning to Constar certain patents and patent applications relating to oxygen-scavenging technology. Constar has the right to sublicense other patents and patent
applications relating to oxygen-scavenging technology under a license agreement with Rexam AB (“Rexam”). 
  
 B. Subject to the terms of this Agreement, Constar wishes to grant to Crown, and Crown wishes to accept, a license and sublicense under the Oxbar Technology (as defined below) for use in products other than products manufactured with
polyethylene terephthalate (“PET”), and a license to use the Marks (as defined below) on or in connection with such products. 
  
 C. Subject to the terms of this Agreement, Constar wishes to pay to Crown, and Crown wishes to accept, a percentage of royalties that Constar or its Affiliates receive from licenses of the Oxbar Technology to other parties.

  
 Terms 
  
 NOW, THEREFORE, the parties hereto, intending to be legally bound, and for good and valuable consideration, the adequacy of which is hereby acknowledged, agree as follows: 
  
 1. DEFINITIONS 
  
 Capitalized terms not defined in this Agreement shall have the meanings ascribed to them in the Corporate Agreement, dated as of the date hereof, between Crown Cork and Seal Company, Inc. and Constar
International Inc. As used in this Agreement, the following terms shall have the respective meanings set forth below: 
  
 1.1. “Affiliate” shall mean any entity which controls, is controlled by, or is in common control with, a party to this Agreement. For purposes of this definition, “control” shall mean ownership, directly or
indirectly, of at least fifty percent (50%) of the voting stock or shareholders’ equity of a corporation or, in the case of a non-corporate entity, a right to receive at least fifty percent (50%) of either the profits or the assets upon
dissolution of such entity, or, in either case, the right to elect a majority of the board of directors (or similar governing body) of an entity.  







  
 1.2. “Constar Oxbar Patents” means those Oxbar Patents that are
now owned or hereafter acquired by Constar or its successors or assigns. 
  
 1.3. “Contract Year”
means (i) the period of time commencing on the Initial Public Offering Date and ending on the last day of the twelfth (12th) calendar month thereafter and (ii) each subsequent period of twelve (12) consecutive calendar months. 
  
 1.4. “Licensed Field” means the manufacture, use, offering for sale, sale, and importation of Licensed Products. 
  
 1.5. “Licensed Products” means products, other than products manufactured with PET, that would infringe one or more valid and enforceable claims of the Oxbar Patents if not for this
Agreement. For purposes of this definition, the claims of the Oxbar Patents are deemed to be valid and enforceable unless and until held invalid or unenforceable in a final judgment by any court of competent jurisdiction and from which no appeal
either has been or can be taken. 
  
 1.6. “Marks” means the trademark OXBAR and any other marks
listed on Exhibit B. 
  
 1.7. “Oxbar Patents” means the patents and patent applications
listed on Exhibit A, together with any other patents or patents applications relating to oxygen-scavenging technology that are licensed by Constar or to Constar under the Rexam Agreement, any patents or patent applications on improvements to
the inventions described in such patents or patent applications that Constar owns or has the right to sublicense to Crown hereunder, and any reissue, reexamination, extension, division, continuation or continuation-in-part of any of the foregoing.

  
 1.8. “Oxbar Technology” means (i) the Oxbar Patents, and (ii) all unpatented technology,
know-how, trade secrets, processes, formulae, technical information, data, drawings, plans, specifications, formulation and reports, and all other general and specific proprietary knowledge, experience, techniques, and information relating to
oxygen-scavenging technology that Constar owns, or has the right to sublicense to Crown hereunder, as of the Initial Public Offering Date or thereafter (the “Oxbar Trade Secrets”). 
  
 1.9. “Rexam Agreement” means the patent cross-licensing agreement dated May 17, 1988 to which Rexam and Constar are currently parties, as such agreement
may be amended or restated, or any subsequent agreement between Rexam or its Affiliates, and Constar or its Affiliates, relating to the Oxbar Patents. 
  
 1.10. “Rexam Oxbar Patents” means those Oxbar Patents now owned or hereafter acquired by Rexam or its successors or assigns. 
  
 1.11. “Third Party” means a party other than Constar, Crown, and their Affiliates. 
  
 1.12. “Third-Party Royalties” means gross proceeds received by Constar or its Affiliates in consideration of licenses and sublicenses of the Oxbar
Technology to Third Parties, but shall not include amounts that are (i) charged reasonably and in good faith by Constar or its Affiliates to a Third Party for technical services, (ii) calculated as compensation for employees’ or
contractors’ time, physical resources, and/or third-party expenses reasonably required to provide such technical services, and (iii) invoiced to Third Parties as charges separate from the 

 
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royalty or other fee for licenses and sublicenses. Notwithstanding the foregoing, in the event that any Rexam Agreement provides that Constar or its Affiliates will share with Rexam or its
Affiliates proceeds received by Constar or its Affiliates in consideration of licenses and sublicenses of the Oxbar Technology to Third Parties, then Crown and Constar shall negotiate in good faith to amend this Agreement to define “Third-Party
Royalty” in a manner substantially similar to the definition of the corresponding term in such Rexam Agreement, provided that Crown shall not be obligated to negotiate for, or agree to, any such amendment to this Agreement that is likely to
reduce materially the amount of Royalty Sharing Payments owed to Crown hereunder. For the avoidance of doubt, the parties acknowledge that neither (i) Crown’s consent to any change to the Rexam Agreement, nor (ii) Crown’s consent to any
percentage of Third-Party Royalties that Constar may agree to pay under the Rexam Agreement, shall be required as a condition to Constar’s agreement to any such change or percentage. 
  
 2. LICENSE GRANT 
  
 2.1. Subject to the terms and conditions set forth in this Agreement, Constar grants to Crown a non-exclusive, worldwide, royalty-free license and sublicense under the Oxbar Technology to make, have made, use, offer for sale, sell
and import Licensed Products, including the right to make and have made oxygen-scavenging material for use in Licensed Products that are sold by Crown or its Affiliates, and including the right to sublicense and further sublicense the Oxbar
Technology as specifically provided in Section 9 below. Notwithstanding the foregoing, the rights granted to Crown hereunder shall specifically exclude any rights granted to Chevron Chemical Company LLC, now known as Chevron Phillips Chemical
Company LP, and Chevron Research and Technology Company (collectively “Chevron”), in the licensing agreement among Chevron, PLM AB, now known as Rexam AB, and CarnaudMetalbox Technology plc dated December 17, 1993, as amended December 20,
1999, which license has been assigned by CarnaudMetalbox Technology plc to Crown, and by Crown through its Affiliates to Constar (the “Chevron Agreement”). 
  
 3. OBLIGATIONS OF CROWN 
  
 3.1. Marking. Crown shall comply with all applicable laws relating to the marking of Licensed Products with suitable patent notices. 
  
 3.2. Registration of License. To the extent that the patent laws of any country require the recordation or registration of this Agreement to ensure the continued validity and enforceability of
the Oxbar Patents or this Agreement, Crown shall, at its own expense, take whatever action is necessary to record or obtain registration of this Agreement, including the filing of all necessary documents and payment of all required fees.

  
 3.3. Compliance With Laws and Regulations. Crown shall comply with all laws, regulations, rulings and
requirements of any and all governmental authorities having jurisdiction over the subject matter of this Agreement. 
  
 3.4. Developments. Crown shall, during the term of this Agreement, periodically inform Constar as to developments and improvements to the Oxbar Technology created by or on behalf of Crown or acquired by Crown (collectively,
“Developments”). Crown shall disclose all Developments to Constar before they are publicly disclosed. Crown shall grant, and hereby does grant, a worldwide, perpetual, non-exclusive, royalty-free license under the Developments,
including an unlimited right to sublicense, to exploit the Developments, including without limitation the right to make, have made, use, sell, offer for sale, and import any product embodying such Developments. 

 
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 4. MAINTENANCE; REXAM AGREEMENT 
  
 4.1. Constar shall at its own cost take reasonable actions: 
  
 (a) to prosecute patent applications comprised in the Constar Oxbar Patents as have not been granted as of the date hereof, and 
  
 (b) to maintain in force all of its patents as may from time to time be comprised in the Constar Oxbar Patents.

  
 4.2. Where Constar no longer wishes to prosecute an application or maintain a Constar Oxbar Patent in force that
could be so reasonably prosecuted or maintained in force, it shall offer assignment of the said application or patent to Crown. 
  
 4.3. Save as aforesaid, Constar undertakes not to assign, license or otherwise deal in the Oxbar Patents in such manner as to deprive Crown of the rights granted under this Agreement. 
  
 4.4. Constar shall not agree to any amendment or restatement of the Rexam Agreement that would impair its authority to grant Crown the
licenses and sublicenses under the Oxbar Patents described in this Agreement. Constar shall take steps to enforce Rexam’s obligations under the Rexam Agreement as reasonably necessary to allow Crown to exercise the rights granted hereunder. To
the extent that, under applicable law, Crown has the authority to agree to an amendment of the Rexam Agreement, Crown shall not agree to such an amendment without Constar’s consent. 
  
 5. INFRINGEMENT 
  
 5.1. Notice. If either party becomes aware of actual or threatened infringement by a Third Party of the Oxbar Technology in the Licensed Field, it shall promptly notify the other party in writing of such infringement or
threat. 
  
 5.2. Suit By Constar. Constar shall have the right to bring suit in its own name and at its own
expense against any infringement of the Constar Oxbar Patents and the Oxbar Trade Secrets, and to the extent permitted by the Rexam Agreement, Constar shall have the right to bring suit in its own name and at its own expense against any infringement
of the Rexam Oxbar Patents. Crown shall join as a plaintiff in any such suit, if required by law, and shall provide reasonable cooperation at the request of Constar in the prosecution of any such suit, provided that Constar shall reimburse Crown for
Crown’s reasonable expenses. Crown, if permitted by law, may elect to participate in any such suit at its own expense by counsel of its own choosing. Constar shall retain all amounts recovered, whether by judgment, award, settlement or
otherwise, in any suit commenced and maintained to its conclusion by Constar under this Section 5.2. 
  
 6. TRADEMARK LICENSE 
  
 6.1. Grant of License. 
  
 (a) Constar hereby grants to Crown a royalty-free, non-exclusive, worldwide license to use the Marks on and in connection with the
Licensed Products, including, without 

 
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limitation, the right to sublicense use of such Marks. For purposes of this Section 6 only, “Licensed Products” shall mean products, other than products manufactured with PET,
that embody one or more claims of an Oxbar Patent, whether or not such Oxbar Patent has expired. 
  
 (b) Crown shall
have the right to develop and use (i) new composite marks incorporating any of the Marks, (ii) new logotypes, designs and trade dress for the Marks and any such composite Marks, and (iii) other new trademarks and service marks for use on and in
connection with the goods and services of the Business, all of the foregoing to be referred to collectively as the “New Marks.” Crown shall notify Constar of all material New Marks from time to time, and each New Mark shall be deemed
approved unless Constar delivers its objection to Crown within thirty (30) days after Crown delivers such notice. Each New Mark that is developed pursuant to this Section 6.1(b) shall be owned by Constar as of the date of its adoption by Crown and,
if registered, registered in Constar’s name, and shall be automatically considered a “Mark” under this Agreement for all purposes.  Exhibit B of this Agreement shall be revised from time to time to include the New Marks.
 
  
 (c) During the term of this Agreement, Constar may create, or acquire through assignment or otherwise,
additional marks relating to the Oxbar Technology (the “Additional New Marks”). Each Additional New Mark shall automatically be considered a “Mark” under this Agreement for all purposes. Exhibit B of this Agreement shall
be revised from time to time to include the Additional New Marks.  
  
 6.2. Quality Control.

  
 (a) Crown shall use the Marks only on or in connection with Licensed Products that meet or exceed reasonable
quality control standards that Constar may establish and communicate in writing to Crown from time to time. In no event shall such standards require a level of quality higher than the general level of quality of products manufactured or sold by
Constar under the marks, unless a higher level of quality would be reasonably required for a particular Licensed Product to comply with governmental regulations or generally recognized industry standards that are applicable to such Licensed Product.

  
 (b) Crown shall furnish to Constar, or its duly authorized representatives or agents, representative examples of
advertising, promotional, packaging, labeling and wrapping materials, and web sites that bear the Marks (“Promotional Materials”) for approval by Constar prior to the use thereof. Such approval shall be deemed granted if written advice to
the contrary is not received by Crown within thirty (30) days from the date such materials are received by Constar or if usage is approved or pre-approved according to procedures and standards established by Constar. Individual instances of
inadvertent and unintentional failure to seek the approval required by this Section 6.2(b) shall not constitute breach of this Agreement provided that such failures are not indicative of a pattern of a general practice of failing to abide by this
Section 6.2(b). Notwithstanding the foregoing, in no event shall Constar object to Promotional Materials that meet or exceed the general level quality of materials used by Crown in connection with goods and services other than the Licensed Products.

  
 (c) Subject to Section 6.2(b), Crown shall be responsible for monitoring the quality of the Licensed Products and
the Promotional Materials, and for reporting any material deficiencies to Constar. Constar may from time to time require Crown to provide reports on such quality control and samples of use of the Marks on Licensed Products or Promotional


 
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Materials, and may from time to time retain at Constar’s expense a third party to investigate, evaluate and otherwise monitor the Licensed Products and Promotional Materials to ensure that
the quality control standards set forth herein are being met. 
  
 6.3. Trademark Notices. Crown shall use
reasonable efforts to utilize such symbols or other indicia of trademark ownership as required by law or as Crown reasonably deems appropriate in connection with its use of a Mark. 
  
 6.4. Ownership and Maintenance of Marks; Infringement Claims. 
  
 (a) Crown acknowledges that the ownership of all right, title, and interest in the Marks is and shall remain solely vested in Constar, and Crown agrees that all of its use of the Marks shall inure to
the exclusive benefit of Constar for all purposes. 
  
 (b) Constar shall at its own expense have primary
responsibility for maintaining and defending the validity of the Marks and its ownership of the Marks, for seeking and maintaining such registrations of the Marks as Constar deems advisable, and for taking such steps as Constar deems prudent to
protect the Marks against infringement. 
  
 (c) Crown shall promptly notify Constar of (i) any unauthorized use or
infringement by any third party of any of the Marks which Crown deems material and (ii) any assertion by any third party which Crown deems material that Crown’s or any sublicensee’s use of any of the Marks constitutes trademark, service
mark, trade dress or trade name infringement, unfair competition or any other tortious act. Constar may prosecute or defend any claim or action alleging infringement or unfair competition or any other claim or action involving any of the Marks as it
in its reasonable business judgment deems advisable. Constar may conduct each such prosecution or defense as it deems prudent and may enter into any settlement or compromise of such claims or actions on Constar’s behalf, provided, however, that
if Constar enters into any settlement or compromise which would result in the abandonment of any Mark which is in current use, Constar must notify Crown of the settlement or compromise and provide an opinion of trademark counsel demonstrating the
rationale for that result. 
  
 7. REPRESENTATIONS AND WARRANTIES 
  

	7.1.
	 
	Constar represents and warrants that it has, and will have throughout the term of this Agreement, the right to grant the licenses and sublicenses described
herein. 
 

  

	7.2.
	 
	Each of Crown and Constar represents and warrants to the other that: 
 

  
 (a) it has the requisite corporate authority to enter into and perform this Agreement; 
  
 (b) its execution, delivery, and performance of this Agreement has been duly authorized by all requisite corporate action on its behalf; and 

 
 (c) this Agreement is enforceable against it. 

 
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 8. TERMINATION 
  
 8.1. Term. This Agreement shall commence on the Initial Public Offering Date and shall continue until terminated pursuant to
Section 8.2, provided that upon the expiration of each Oxbar Patent, this Agreement shall terminate with respect to such Oxbar Patent. 
  
 8.2. Termination. Either party may terminate this Agreement in the event that the other party materially breaches any applicable provision of this Agreement, subject to a 30-day cure period after notice regarding such
breach. Each party shall provide the other party with prompt notice upon discovery of a default by the other party; provided, that failure to give such notice shall not limit or restrict the ability of a party to terminate this Agreement
subject to the cure period provided in this Section 8.2. 
  
 8.3. Effect of Termination. Termination of this
Agreement pursuant to this Section 8.2, shall not relieve Constar of its obligations under Section 10 of this Agreement (Royalty Sharing), which shall endure until the expiration of the last Oxbar Patent to expire. 
  
 9. SUBLICENSING AND ASSIGNMENT 
  
 9.1. Neither party may assign or delegate its rights or obligations under this Agreement without the other party’s prior written consent, except that (i) Crown may, after giving notice to Constar,
assign or delegate its rights and obligations under this Agreement, in whole or in part (a) to an Affiliate, or (b) to a successor to the relevant part or all Crown’s business or of an Affiliate’s business in connection with a
reorganization, merger, or other acquisition, so long as the assignee of any obligations agrees in writing to assume such obligations; (ii) Constar may, after giving notice to Crown, assign or delegate its rights and obligations under this Agreement
(a) to an Affiliate, or (b) to a successor to all or substantially all of Constar’s business, or to all of Constar’s rights in the Oxbar Technology, in connection with a reorganization, merger, or other acquisition, so long as, in each
such case, the assignee or delegatee of any obligations agrees in writing to assume such obligations; and (iii) Constar may, and hereby gives notice to Crown that it intends to, pledge its rights and obligations under this Agreement to its lenders
as collateral to secure indebtedness outstanding under its senior secured credit facility and all renewals, refundings, refinancings and replacements thereof. 
  
 9.2. Crown may sublicense and further sublicense its rights under this Agreement to Crown’s Affiliates. 
  
 9.3. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns and sublicensees. Nothing in this Agreement,
express or implied, is intended to or shall (a) confer on any person other than the parties hereto and their respective successors or permitted assigns and sublicensees any rights (including third party beneficiary rights), remedies, obligations or
liabilities under or by reason of this Agreement, or (b) constitute the parties hereto as partners or as participants in a joint venture. This Agreement shall not provide third parties with any remedy, claim, liability,
 

 
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reimbursement, cause of action or other right in excess of those existing without reference to the terms of this Agreement. 
  
 10. ROYALTY SHARING 
  
 10.1. Amount of Royalty Share. With respect to all Third-Party Royalties collected by Constar or its Affiliates, Constar shall make payments (“Royalty Sharing Payments”) to Crown in the following amounts:

  
 (a) For the first ten million dollars ($10,000,000.00) of Third-Party Royalties received by
Constar and its Affiliates in a given Contract Year, Constar shall pay Crown 41.67% of such Third-Party Royalties, provided that such percentage shall not be applied against any portion of such Third-Party Royalties that are paid or payable by
Constar to Rexam pursuant to the Rexam Agreement; and 
  
 (b) For all Third-Party Royalties received
by Constar and its Affiliates in a given Contract Year above the first ten million dollars ($10,000,000.00), Constar shall pay Crown 50.00% of such Third-Party Royalties, provided that such percentage shall not be applied against any portion of such
Third-Party Royalties that are paid or payable by Constar to Rexam pursuant to the Rexam Agreement. 
  
 10.2.
Terms of Payment. Constar shall pay all payments due Crown under Section 10.1 within sixty (60) days after the end of the relevant Contract Year for royalties received by Constar during such Contract Year. 
  
 10.3. Withholding. All payments by Constar under this Agreement shall be free and clear of any deductions for taxes, assessments or
other charges. If Constar shall be required by the laws of any jurisdiction to deduct or withhold from any payment to Crown any income taxes which may be levied against Crown, Constar may deduct such income taxes, provided that it promptly furnishes
to Crown an original or duplicate tax receipt evidencing the payment of such taxes to the appropriate authority. If (i) Constar fails to provide a receipt to Crown as required by this Section 10.3 or (ii) such tax is not allowed or allowable as a
credit against Crown’s United States federal income taxes, then Constar’s payment shall be increased to an amount equal to the pre-tax payment due divided by a factor equal to one minus the applicable foreign tax rate. The tax shall then
be applied to and deducted from the increased payment. 
  
 10.4. Reports. Constar shall deliver to Crown,
simultaneously with payment pursuant to Section 10.2, a written statement signed by a responsible officer of Constar in such detail as Crown may reasonably require, showing the Third-Party Royalties received during the Contract Year and the
calculation of the payment due. If no payments are due for the Contract Year, the report shall so state, and such report shall be delivered within sixty (60) days after the end of such Contract Year. 
  
 10.5. Records and Audit 
  
 (a) Constar shall maintain, and shall cause its Affiliates to maintain, complete, clear and accurate records sufficient to allow calculation of the payment due for each Contract Year. Such records
shall be maintained for a period of six (6) years after the end of the Contract
 

 
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Year to which they relate or, in the event of a dispute between the parties, until such dispute is resolved, whichever date occurs later. 
  

(b) Constar shall permit, and shall cause its Affiliates to permit, Crown or any person designated by Crown to have full access to such records for the purpose of
verifying the amount of payments due Crown. Crown shall be responsible for its own costs and expenses in connection with any audit, except that Constar shall reimburse Crown for all such costs and expenses of any audit which determines that
Constar’s actual payments with respect to two out of any four consecutive Contract Years were less than the amounts payable according to the audit by an amount that equals or exceeds ten percent (10%) of the amounts payable according to the
audit. 
  
 10.6. Interest. Any required payments not made for any reason on or before the date for payment
specified in this Section 10, shall bear interest, calculated from the date such payment is due until the date it is received, at the rate of six percent (6%) annually, prorated on a daily basis, or at the maximum rate allowed by law. 

 
 11.    CONFIDENTIALITY 
  
 11.1. Confidentiality. The parties agree to maintain (a) all information, whether in written, oral, electronic or other form, necessary for or utilized or received
pursuant to any terms of this Agreement (the “Confidential Information”), as secret and confidential and (b) not to disclose the Confidential Information to any third person or party (except for employees, counsel, contractors,
customers, consultants or vendors who have a need to know and are informed of the confidential nature of such information by the disclosing party). Each party shall accept responsibility and be liable any disclosure by any third person of any
Confidential Information disclosed to such third person by such party. The parties will use the same measures to maintain the confidentiality of the Confidential Information of any other party in its possession or control that it uses to maintain
the confidentiality of its own Confidential Information of similar type and importance. Notwithstanding the foregoing, either party or their Affiliates may describe this Agreement in, and include this Agreement with, filings with the U.S. Securities
and Exchange Commission and any related prospectuses, including such filings or prospectuses in connection with any offering of securities. Confidential Information will not include information that (i) is in or enters the public domain without
breach of this Agreement, or (ii) the receiving party lawfully receives from a third party without restriction on disclosure and, to the receiving party’s knowledge, without breach of a nondisclosure obligation. 
  
 11.2. Disclosure to Governmental Agency. Notwithstanding the foregoing, each party shall be permitted to disclose the Confidential
Information and/or any portion thereof (i) to a governmental agency or authority as required in response to a subpoena therefor, (ii) in connection with formal requests for discovery under applicable rules of civil procedure in a legal action before
a court of competent jurisdiction to which such party is a party and (iii) as otherwise required by law; provided, however, that, in any such case, each party shall notify the other party as early as reasonably practicable prior to
disclosure to allow such party to take appropriate measures to preserve the confidentiality of such information at the expense of such party. 

 
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 11.3. Ownership of Information. All Confidential Information supplied or
developed by either party will be and remain the sole and exclusive property of the party who supplied or developed it. 
  
 11.4. Return of Confidential Information. Upon the written request of a party which has disclosed information covered by this Section 11 in written, printed or other tangible form, all such readily available information, all
copies thereof, including samples or materials, and all notes or other materials derived from such information shall be returned to the party which disclosed such information. 
  
 12. GOVERNING LAW; DISPUTES; NOTICES. 
  
 12.1. Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the Commonwealth of Pennsylvania, without reference to the conflict of laws principles or doctrines
thereof. 
  
 12.2. Dispute Resolution: Negotiation and Arbitration. 
  
 (a) The parties shall attempt to resolve any dispute arising out of or relating to this Agreement promptly by negotiation in good faith
between executives who have authority to settle the dispute. A party shall give the other party written notice of any dispute not resolved in the ordinary course of business. Within ten (10) business days after delivery of such notice, the party
receiving notice shall submit to the other party a written response thereto. The notice and the response shall include: (i) a statement of each party’s position(s) regarding the matter(s) in dispute and a summary of arguments in support
thereof, and (ii) the name and title of the executive who will represent that party and any other person who will accompany that executive. 
  
 (b) Within ten (10) business days after delivery of the notice, the designated executives shall meet at a mutually acceptable time and place, and thereafter, as often as they reasonably deem necessary,
to attempt to resolve the dispute. All reasonable requests for information made by one party to any other shall be honored in a timely fashion. All negotiations conducted pursuant to this Section 12 (and any of the parties’ submissions in
contemplation hereof) shall be deemed confidential and shall be treated by the parties and their representatives as compromise and settlement negotiations under the United States Federal Rules of Evidence and any similar state rules. 

 
 (c) If the matter in dispute has not been resolved within thirty (30) days after the first meeting of the executives to attempt
to resolve the dispute, either party may submit the dispute to binding arbitration to the Philadelphia, Pennsylvania office of the American Arbitration Association (“AAA”) in accordance with the procedures set forth in the
Commercial Arbitration Rules of the AAA. 
  
 (d) The Commercial Arbitration Rules of the AAA, as modified or revised
by the provisions of this Agreement, shall govern any arbitration proceeding hereunder. The arbitration shall be conducted by three arbitrators selected pursuant to Rule 13 of the Commercial Arbitration Rules, and pre-hearing discovery shall be
permitted if and only to the extent determined by the arbitrator to be necessary in order to effectuate resolution of the matter in dispute. The arbitrator’s decision shall be rendered within thirty (30) days of the conclusion 

 
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of any hearing hereunder and the arbitrator’s judgment and award may be entered and enforced in any court of competent jurisdiction. 
  

(e) Resolution of disputes under the procedures of this Section 12 shall be the sole and exclusive means of resolving disputes arising out of or relating to this
Agreement; provided, however, that nothing herein shall preclude the parties from seeking in any court of competent jurisdiction temporary or interim injunctive relief to the extent necessary to preserve the subject matter of the
dispute pending resolution under this Section 12. 
  
 (f) Consent to Jurisdiction. Subject to the provisions
of this Section 12, Constar and Crown hereby agree and consent to be subject to the exclusive jurisdiction of the United States District Court for the Eastern District of Pennsylvania, and in the absence of such federal jurisdiction, the parties
consent to be subject to the exclusive jurisdiction of any state court located in the City of Philadelphia and hereby waive the right to assert the lack of personal or subject matter jurisdiction or improper venue in connection with any such suit,
action or other proceeding. In furtherance of the foregoing, each of the parties (i) waives the defense of inconvenient forum, (ii) agrees not to commence any suit, action or other proceeding arising out of this Agreement or any transactions
contemplated hereby other than in any such court (other than the mandatory submission to arbitration in accordance with this Section 12), and (iii) agrees that a final judgment in any such suit, action or other proceeding shall be conclusive and may
be enforced in other jurisdictions by suit or judgment or in any other manner provided by law. 
  
 12.3.
Notices. All notices hereunder shall be deemed given if in writing and delivered personally or sent by facsimile transmission or by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such
other addresses as shall be specified by like notice: 
  
 if to Crown, to: 
  
 Crown Cork & Seal Company, Inc. 
 One Crown Way 
 Philadelphia, PA 19154 
 Attention: Timothy J. Donahue 
 Facsimile: (215) 676-6011 
  
 if to Constar, to: 
  
 Constar International Inc. 
 One Crown Way 
 Philadelphia, PA 19154 
 Attention: Michael J.
Hoffman 
  
 Any notice given by mail shall be effective when received. Any notice given by facsimile transmission
shall be effective when the appropriate facsimile transmission acknowledgment is received. 

 
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 13. MISCELLANEOUS 
  
 13.1. No Waiver. Except as expressly provided in this Agreement: 
  
 (a) No failure or delay in exercising any right, power or remedy under this agreement, and no course of dealing between Constar and Crown, shall operate as
a waiver of any right, power or remedy under this Agreement; 
  
 (b) All rights and remedies granted
by this Agreement are cumulative and not exclusive of any other rights or remedies available to the parties; and 
  
 (c) Any waiver of any provision of this Agreement must be in writing signed by the party against which such waiver is sought to be enforced. 
  
 13.2. Partial Invalidity. If any provision of this Agreement is held invalid or unenforceable in any jurisdiction, such provision shall, as to that jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without in any manner affecting the validity or enforceability of such provision in any other jurisdiction or the remaining provisions of this Agreement in any jurisdiction. 
  
 13.3. Execution in Counterparts. This Agreement and any amendments hereto may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which shall be considered one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be as effective as delivery of a manually
executed counterpart of this Agreement. 
  
 13.4. Binding Effect. This Agreement and any rights, interests or
obligations hereunder shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, executors, administrators, successors and permitted assigns. 
  
 13.5. Section Headings; Interpretive Issues. The section and paragraph headings contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of this Agreement. Constar, on the one hand, and Crown, on the other, have participated jointly in the drafting and negotiation of this Agreement. In the event any ambiguity
or question of interpretation or intent arises, this Agreement shall be construed as if drafted jointly by Constar and Crown, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
provisions of this Agreement. 
  
 13.6. Entire Agreement. This Agreement set forth the entire agreement of the
parties with respect to the subject matter thereof and may not be amended or modified except by written instrument duly executed by the parties. 
  
 13.7. Effectiveness. The terms of this Agreement shall not become effective until the Initial Public Offering Date. 
  
 [Signatures commence on following page] 

 
 12 








 IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above. 
  
 
	 CROWN CORK & SEAL TECHNOLOGIES CORPORATION
 
	 
	 By:
 	 	 /s/    DANIEL A. ABRAMOWICZ
 

	 Name:
 	 	 Daniel A. Abramowicz
 
	 Title:
 	 	 EVP—Corporate Technologies
 

 
  
 
	 CONSTAR INTERNATIONAL INC.
 
	 
	 By:
 	 	 /s/    JAMES C. COOK
 

	 Name:
 	 	 James C. Cook
 
	 Title:
 	 	 Executive Vice President,
 Chief Financial Officer and Secretary
 

 

 
 13 








  
 EXHIBIT A 
  
 
	 Ref.
 
	  	 Title
 
	  	 Country
 
	  	 Status
 
	  	 Appln No.
 
	  	 Appln Date
 
	  	 Patent No.
 
	  	 Patent Date
 

	 4001
 	  	 SUPERBARRIER (BASIC)
 	  	 Argentina
 	  	 LG
 	  	 311372
 	  	 07-Aug-88
 	  	 246535
 	  	 31/08/1994
 
	 4001
 	  	 SUPERBARRIER (BASIC)
 	  	 Australia [PCT]
 	  	 LG
 	  	 19878/88
 	  	 07-Jun-88
 	  	 611181
 	  	 27/09/1991
 
	 4001
 	  	 SUPERBARRIER (BASIC)
 	  	 Brazil [PCT]
 	  	 LG
 	  	 PI8807141
 	  	 07-Jun-88
 	  	 PI8807141.3
 	  	 26/11/1996
 
	 4001
 	  	 SUPERBARRIER (BASIC)
 	  	 Canada
 	  	 LG
 	  	 571474
 	  	 07-Jul-88
 	  	 1335912
 	  	 13/06/1995
 
	 4001
 	  	 SUPERBARRIER (BASIC)
 	  	 Denmark [PCT]
 	  	 LG
 	  	 1436/89
 	  	 07-Jun-88
 	  	 PR173352
 	  	 08-Jul-00
 
	 4001
 	  	 SUPERBARRIER (BASIC)
 	  	 Finland [PCT]
 	  	 LG
 	  	 891396
 	  	 07-Jun-88
 	  	 101276
 	  	 29/05/1998
 
	 4001
 	  	 SUPERBARRIER (BASIC)
 	  	 Hong Kong
 	  	 LG
 	  	  	  	  	  	 348/95
 	  	 16/03/1995
 
	 4001
 	  	 SUPERBARRIER (BASIC)
 	  	 Ireland
 	  	 LG
 	  	 2069/88
 	  	 07-Jul-88
 	  	 60650
 	  	 28/07/1994
 
	 4001
 	  	 SUPERBARRIER (BASIC)
 	  	 Japan [PCT]
 	  	 LG
 	  	 63-505544
 	  	 07-Jun-88
 	  	 2991437
 	  	 15/10/1999
 
	 4001
 	  	 SUPERBARRIER (BASIC)
 	  	 Korea, Republic of [PCT]
 	  	 LG
 	  	 700536/89
 	  	 07-Jun-88
 	  	 126141
 	  	 13/10/1997
 
	 4001
 	  	 SUPERBARRIER (BASIC)
 	  	 Malaysia
 	  	 LG
 	  	 PI8800752
 	  	 07-Jul-88
 	  	 MY103747A
 	  	 30/09/1993
 
	 4001
 	  	 SUPERBARRIER (BASIC)
 	  	 Mexico
 	  	 LG
 	  	 12397
 	  	 25/07/1988
 	  	 171000
 	  	 24/09/1993
 
	 4001
 	  	 SUPERBARRIER (BASIC)
 	  	 New Zealand
 	  	 LG
 	  	 225347
 	  	 07-Aug-88
 	  	 225347
 	  	 03-May-92
 
	 4001
 	  	 SUPERBARRIER (BASIC)
 	  	 Norway [PCT]
 	  	 LG
 	  	 891238
 	  	 07-Jun-88
 	  	 300423
 	  	 26/05/1997
 
	 4001
 	  	 SUPERBARRIER (BASIC)
 	  	 Singapore
 	  	 LG
 	  	  	  	  	  	 121/1995
 	  	 30/03/1995
 
	 4001
 	  	 SUPERBARRIER (BASIC)
 	  	 South Africa
 	  	 LG
 	  	 88/4895
 	  	 07-Jul-88
 	  	 88/4895
 	  	 26/04/1989
 
	 4001
 	  	 SUPERBARRIER (BASIC)
 	  	 Taiwan
 	  	 LG
 	  	 77104707
 	  	 07-Sep-88
 	  	 63018
 	  	 19/11/1993
 
	 4001
 	  	 SUPERBARRIER (BASIC)
 	  	 Thailand
 	  	 LG
 	  	 7170
 	  	 07-Nov-88
 	  	 11123
 	  	 25/10/2001
 
	 4001
 	  	 SUPERBARRIER (BASIC)
 	  	 Turkey
 	  	 LG
 	  	 35087/88
 	  	 28/07/1988
 	  	 23400
 	  	 29/12/1989
 
	 4001
 	  	 SUPERBARRIER (BASIC)
 	  	 U.S.A.
 	  	 LP
 	  	 13985
 	  	 30/10/2001
 	  	  	  	  
	 4001
 	  	 SUPERBARRIER (BASIC)
 	  	 U.S.A.
 	  	 LP
 	  	 244463
 	  	 02-Apr-99
 	  	  	  	  
	 4001
 	  	 SUPERBARRIER (BASIC)
 	  	 U.S.A.
 	  	 LG
 	  	 844515
 	  	 18/04/1997
 	  	 5955527
 	  	 21/09/1999
 
	 4001
 	  	 SUPERBARRIER (BASIC)
 	  	 U.S.A.
 	  	 LG
 	  	 472841
 	  	 06-Jul-95
 	  	 5639815
 	  	 17/06/1997
 
	 4001
 	  	 SUPERBARRIER (BASIC)
 	  	 U.S.A. [PCT]
 	  	 LG
 	  	 340416
 	  	 07-Jun-88
 	  	 5021515
 	  	 06-Apr-91
 
	 4001
 	  	 SUPERBARRIER (BASIC)
 	  	 United Kingdom
 	  	 LG
 	  	 8815699.7
 	  	 07-Jan-88
 	  	 2207439
 	  	 02-Dec-92
 
	 4001
 	  	 SUPERBARRIER (BASIC)
 	  	 Venezuela
 	  	 LG
 	  	 1085/88
 	  	 07-Nov-88
 	  	 50944
 	  	 27/07/1988
 
	 4049
 	  	 SUPERBARRIER—PREFORM STORAGE FOR INCREASED LIFETIME
 	  	 South Africa
 	  	 LG
 	  	 89/0728
 	  	 30/01/1989
 	  	 89/0728
 	  	 26/04/1989
 
	 4049
 	  	 SUPERBARRIER—PREFORM STORAGE FOR INCREASED LIFETIME
 	  	 U.S.A. [PCT]
 	  	 LG
 	  	 438441
 	  	 26/01/1989
 	  	 5239016
 	  	 24/08/1993
 
	 4050
 	  	 SUPERBARRIER—HEADSPACE SCAVENGING WALLS
 	  	 Australia [PCT]
 	  	 LG
 	  	 33448/89
 	  	 03-Oct-89
 	  	 618341
 	  	 13/04/1992
 

 

 
 14 








 
	 4050
 	  	 SUPERBARRIER—HEADSPACE-SCAVENGING WALLS
 	  	 Brazil [PCT]
 	  	 LG
 	  	 PI8906385
 	  	 03-Oct-89
 	  	 PI8906385.6
 	  	 13/07/1999
 
	 4050
 	  	 SUPERBARRIER—HEADSPACE-SCAVENGING WALLS
 	  	 Canada
 	  	 LG
 	  	 593411
 	  	 03-Oct-89
 	  	 1324329
 	  	 16/11/1993
 
	 4050
 	  	 SUPERBARRIER—HEADSPACE-SCAVENGING WALLS
 	  	 Denmark [PCT]
 	  	 LG
 	  	 5653/89
 	  	 03-Oct-89
 	  	 173851
 	  	 27/12/2001
 
	 4050
 	  	 SUPERBARRIER—HEADSPACE-SCAVENGING WALLS
 	  	 Japan [PCT]
 	  	 LG
 	  	 1-503600/89
 	  	 03-Oct-89
 	  	 2785405
 	  	 29/05/1998
 
	 4050
 	  	 SUPERBARRIER—HEADSPACE-SCAVENGING WALLS
 	  	 Korea, Republic of [PCT]
 	  	 LG
 	  	 702103.1989
 	  	 03-Oct-89
 	  	 108735
 	  	 12-May-96
 
	 4050
 	  	 SUPERBARRIER—HEADSPACE-SCAVENGING WALLS
 	  	 Norway [PCT]
 	  	 LG
 	  	 894489
 	  	 03-Oct-89
 	  	 176023
 	  	 18/01/1995
 
	 4050
 	  	 SUPERBARRIER—HEADSPACE-SCAVENGING WALLS
 	  	 South Africa
 	  	 LG
 	  	 89/1864
 	  	 03-Oct-89
 	  	 89/1864
 	  	 28/02/1990
 
	 4050
 	  	 SUPERBARRIER—HEADSPACE-SCAVENGING WALLS
 	  	 U.S.A. [PCT]
 	  	 LG
 	  	 435404
 	  	 03-Oct-89
 	  	 5049624
 	  	 17/09/1991
 
	 4050
 	  	 SUPERBARRIER—HEADSPACE-SCAVENGING WALLS
 	  	 United Kingdom
 	  	 LG
 	  	 8905497.7
 	  	 03-Oct-89
 	  	 2216462
 	  	 22/01/1992
 
	 W0160
 	  	 MULTI-TRIP OXBAR BOTTLE
 	  	 European [PCT]
 	  	 LP
 	  	 973065.6
 	  	 11-Jun-00
 	  	  	  	  
	 W0160
 	  	 MULTI-TRIP OXBAR BOTTLE
 	  	 P.C.T.
 	  	 LPA
 	  	 PCT/GB00/04253
 	  	 11-Jun-00
 	  	  	  	  
	 W0160
 	  	 MULTI-TRIP OXBAR BOTTLE
 	  	 United Kingdom
 	  	 LP
 	  	 9926601.7
 	  	 11-Nov-99
 	  	  	  	  

 

 
 15 








 EXHIBIT B 
  
 
	 Country
 
	  	 Mark
 
	  	 Status
 
	  	 Appln. No.
 
	  	 Appln. Date
 
	  	 Regn. No.
 
	  	 Regn. Date
 

	 BX
 	  	 OXBAR
 	  	 LG
 	  	 943720
 	  	 8/5/1999
 	  	 0658550
 	  	 8/5/1999
 
	 CA
 	  	 OXBAR
 	  	 LP
 	  	 1025839
 	  	 8/12/1999
 	  	  	  	  
	 DE
 	  	 OXBAR
 	  	 LG
 	  	 39947897.3/20
 	  	 8/10/1999
 	  	 399 47 897
 	  	 12/17/1999
 
	 DK
 	  	 OXBAR
 	  	 LG
 	  	 VA1999/03330
 	  	 8/17/1999
 	  	 VR2000/01584
 	  	 3/23/2000
 
	 FR
 	  	 OXBAR
 	  	 LG
 	  	 99/807858
 	  	 8/13/1999
 	  	 99/807858
 	  	 8/13/1999
 
	 GB
 	  	 OXBAR
 	  	 LG
 	  	 2189144
 	  	 2/18/1999
 	  	 2189144
 	  	 2/18/1999
 
	 SE
 	  	 OXBAR
 	  	 LG
 	  	 99-05647
 	  	 8/10/1999
 	  	 347007
 	  	 6/21/2001
 
	 US
 	  	 OXBAR
 	  	 LPA
 	  	 75/769688
 	  	 8/6/1999
 	  	  	  	  
	 BX
 	  	 OXBAR
 	  	 LGK
 	  	 734636
 	  	 9/21/1989
 	  	 466862
 	  	 9/21/1989
 
	 DE
 	  	 OXBAR
 	  	 LGK
 	  	 C39603/16Wz
 	  	 9/11/1989
 	  	 1167204
 	  	 9/11/1989
 
	 DK
 	  	 OXBAR
 	  	 LGK
 	  	 6686/89
 	  	 9/12/1989
 	  	 2408-1991
 	  	 4/26/1991
 
	 ES
 	  	 OXBAR
 	  	 LGK
 	  	 1519854
 	  	 9/18/1989
 	  	 1519854
 	  	  
	 FR
 	  	 OXBAR
 	  	 LGK
 	  	 154563
 	  	 9/14/1989
 	  	 1550894
 	  	 9/14/1989
 
	 IT
 	  	 OXBAR
 	  	 LGK
 	  	 12645C
 	  	 9/14/1989
 	  	 565484
 	  	 9/14/1989
 
	 SE
 	  	 OXBAR
 	  	 LG
 	  	 89-8559
 	  	 9/12/1989
 	  	 226169
 	  	 8/30/1991
 
	 PH
 	  	 OXBAR
 	  	  	  	  	  	 10/9/2002
 	  	  	  	  
	 PH
 	  	 OXBAR
 	  	  	  	  	  	 10/9/2002
 	  	  	  	  
	 PH
 	  	 OXBAR
 	  	  	  	  	  	 10/9/2002
 	  	  	  	  

 

 
 16