CONFIDENTIAL APPENDIX E

Public Version

Assets Excluded from the Definitions of the

Dow Global Ethanolamines Business and the

Dow Gas Spec MDEA Business

1. All current assets, including without limitation, all cash, cash equivalents and other shortterm investments, prepaid rent, prepaid supplies, advances and other prepaid expenses and

deposits and accounts or notes receivable, of the Dow Global Ethanolamines Business and

the Dow Gas Spec MDEA Business, excluding inventory (“Current Assets”), that were in

existence prior to August 1, 2000 or that result from collections, disposals or realizations

of Current Assets that were in existence prior to August 1, 2000;

2. all assets sold or otherwise disposed of in the ordinary course of business and not in

violation of any provisions of the Ineos Agreement, any New Ethanolamines Divestiture

Agreement or any New Gas Spec MDEA Divestiture Agreement during the period from

the date of such agreements until the divestiture of the Dow Global Ethanolamines

Business and the Dow Gas Spec MDEA Business;

3. intellectual property that is not unique to the Dow Global Ethanolamines Business or the

Dow Gas Spec MDEA Business and has general uses or applications in Respondents’

other businesses, provided however, that, to the extent such intellectual property is used in

the Dow Global Ethanolamines Business or the Dow Gas Spec MDEA Business, Dow

shall grant Acquirer a nonexclusive, worldwide license to use such intellectual property in

the operation of the Dow Global Ethanolamines Business or the Dow Gas Spec MDEA

Business, as the case may be;

4. any insurance policies or insurance coverage (or assumed coverage);

5. any rights pursuant to any agreement or contract between Dow and any of its affiliates;

6. employment agreements between Dow and any employees of the Dow Global

Ethanolamines Business or the Dow Gas Spec MDEA Business;

7. all buildings and equipment (other than laboratory equipment and software relating to the

Gas Spec laboratory) relating to the manufacture of MDEA and MMEA (including Gas

Spec products), including the MDEA and MMEA production facilities located at the

Freeport Site;

8. all rights, including the right to use, in or to any the trade name and trademark whether or

not registered in any country in the world which includes the term “DOW” or the DOW

DIAMOND design;

9. the services of employees of the Dow Global Ethanolamines Business who are not
transferring to the Acquirer;

10. the services of employees of the Dow Gas Spec MDEA Business who are not transferring

to the Acquirer;

11. all refunds, rebates or similar payments of taxes to the extent such taxes were paid by or

on behalf of Dow prior to August 1, 2000;

12. all tax returns of Dow;

13. any books and records that Dow is required by law to retain so long as Dow delivers at

least one copy thereof to Acquirer;

14. any rights of Dow under the Ineos Agreement, any New Ethanolamines Divestiture

Agreement or any New Dow Gas Spec MDEA Divestiture Agreement;

15. the real property underlying Block 55 of the Plaquemine Site and any other real property;

16. all correspondence and documents, including the confidentiality agreements entered into

by Dow in connection with the sale of the Dow Global Ethanolamines Business and Dow

Gas Spec MDEA Business, related to any third party bid to purchase the Dow Global

Ethanolamines Business or the Dow Gas Spec MDEA Business;

17. any permit used, required or necessary for aspects of the businesses of Dow other than the

Dow Global Ethanolamines Business or the Dow Gas Spec MDEA Business regardless of

whether such permit also covers the operations of these businesses;

18. assets, properties or rights of Union Carbide or rights of Dow vis-à-vis Union Carbide (it

being understood and agreed that Dow and Union Carbide may conduct ethanolamines

and gas-treating businesses after consummation of the Acquisition); 

19. all terminals owned by Dow, and all terminals used by Dow in any business other than the

Dow Global Ethanolamines Business; 

20. all terminals owned by Dow, and all terminals used by Dow in any business other than the

Dow Gas Spec MDEA Business;

21. [redacted - confidential information]

22. [redacted - confidential information]

23. agreements, contracts, licenses, leases of personal property, indentures, mortgages,

instruments, security interests, purchase and sale orders and other similar arrangements,

commitments or understandings that are related to businesses other than the Dow Global

Ethanolamines Business or the Dow Gas Spec MDEA Business;
24. [redacted - confidential information]

25. the identity of any customers of Dow’s gas-treating business other than the customers of

the Dow Gas Spec MDEA Business;

26. all tangible property that is not used in the Dow Global Ethanolamines Business or the

Dow Gas Spec MDEA Business;

27. any intellectual property that is licensed to the Acquirer as part of the divestiture of the

Dow Global Ethanolamines Business or the Dow Gas Spec MDEA Business;

28. [redacted - confidential information]

29. any patents, patent applications, inventions, trade secrets, know-how, formulae or other

intellectual property owned by Dow relating to the manufacture, formulation, sale or use

of MDEA or MMEA otherwise than for use or sale in gas-processing either or both (a)

under the trademarks GAS/SPEC CS Plus Solvent or GAS/SPEC SS (with or without

additional symbols) or (b) using the GAS/SPEC formulations;

30. [redacted - confidential information]

31. any collective bargaining agreements;

32. [redacted - confidential information]; and

33. [redacted - confidential information]