**Exhibit 10.36****DEED OF NOVATION****DATED 20 DECEMBER 2005****SHELL CHEMICALS EUROPE B.V.****and****SHELLPÉTROCHIMIE MÉDITERRANÉE S.A.S.****and****BASELL POLYOLÉFINES FRANCE S.A.S.****and****KRATON POLYMERS FRANCE S.A.S.****ALLEN & OVERY**Allen & Overy LLPLondon
 

 
**THIS DEED**is made on 20 DECEMBER 2005**BETWEEN:**(1) Shell Chemicals Europe B.V., a company incorporated in The Netherlands, whoseregistered office is at Hoofdweg 256, 3067 GJ Rotterdam, TheNetherlands **(SCE)**; (2) Shell Pétrochimie Méditerranée S.A.S, a*société par actions simplifiée*incorporated inFrance, whose registered office is at Chemin Départemental54, 13130 Berre l’Etang, France **(SPM)**; (3) Basell Polyoléfines France S.A.S., a company incorporated in the Republic of France,whose registered office is at 81 Avenue François Arago, 92000Nanterre, France **(Basell)**; and (4) KRATON Polymers France S.A.S., a company incorporated in the Republic of France, whoseregistered office is at Immeuble Icare, Parc Tertiaire de l’Etang, 13131 BERRE L’ETANG CEDEX,France (KRATON).**WHEREAS:**(A) Shell Chimie S.A. and KRATON entered into an agreement dated 11 April 2000 relatingto the supply of 1,3-Butadiene (the **Original Agreement**). A copy of the Original Agreement isappended in Schedule 1 to this deed. (B) Shell Chimie S.A. subsequently merged with SPM. (C) The benefit of the Original Agreement was assigned by SPM to SCE pursuant to anassignment agreement dated Octobre 29, 2002 (the **Assignment**).(The Original Agreement as assigned bythe Assignment being the **Agreement** for the purposes of this deed.) (D) SCE and Basell are contemplating entering into a businesssale agreement (the **BusinessSale Agreement**) under which Basell will purchase SCE’s business including, with the consent of KRATON, the benefit and burden of the Original Agreement as assigned by the Assignment. (E) SCE and SPM wish to be released and discharged from the Agreement and KRATON wishes torelease and discharge each of SCE and SPM from the Agreement on the basis of Basell’s and KRATON’swish to perform, discharge and observe the terms of the Agreement as if Basell were named in it inplace of each of SCE and SPM, all with effect as of and from the Effective Date.**THIS DEED WITNESSES**as follows:**1.** **NOVATION** 1.1 This deed shall have effect from the date of completion of the Business Sale Agreement(as notified by SCE or SPM or Basell to KRATON) (the **EffectiveDate**). 1.2 With effect from the Effective Date, the provisions of the Agreement shall be novatedand continue in effect on identical terms to those in existence prior to the execution of thisdeed, save that Basell shall be deemed to be a party to the Agreement in place of SCE and SPM. 1.3 As from the Effective Date, Basell:
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 (a) undertakes to perform, discharge and observe all obligations and liabilities onthe part of each of SCE and SPM under the Agreement which would, but for this deed, be due to beperformed, discharged or observed on and after the Effective Date;  (b) agrees to be bound by all the provisions of the Agreement by which each of SCE and SPMwould, but for this deed, be bound on and after the Effective Date; and  (c) agrees that KRATON shall be entitled to all rights, powers, interests and benefitsunder the Agreement which would, but for this deed, subsist in favour of or be exercisable by KRATON on and after the Effective Date,as if Basell were named in the Agreement in place of each of SCE and SPM.1.4 KRATON unconditionally releases and discharges each of SCE and SPM from all obligationsand liabilities whatsoever under the Agreement which are due to be performed, discharged orobserved on or after the Effective Date, and accepts the liability of Basell in respect of theAgreement in place of SCE and SPM respectively with effect from the Effective Date. 1.5 KRATON: (a) undertakes to perform, discharge and observe all obligations and liabilities on thepart of KRATON under the Agreement which would, but for this deed, fail to be performed, dischargedor observed on and after the Effective Date;  (b) agrees to be bound by all the provisions of the Agreement by which KRATON would, but forthis deed, be bound on and after the Effective Date; and  (c) agrees that Basell shall be entitled to all rights, powers, interests and benefitsunder the Agreement which would, but for this deed, subsist in favour of or be exercisable by eachof SCE and SPM on and after the Effective Date,asif Basell were named in the Agreement in place of each of SCE and SPM.1.6 Each of SPM and SCE unconditionally releases and discharges KRATON from all obligationsand liabilities whatsoever under the Agreement which are due to be performed, discharged orobserved on or after the Effective Date. **2.** **GENERAL** 2.1 This deed may be executed in any number of counterparts, all of which taken togethershall constitute one and the same deed, and any party may enter into this deed by executing acounterpart. 2.2 A person who is not a party to this deed may not enforce any of its terms under theContracts (Rights of Third Parties) Act 1999. 2.3 Each party shall, at its own expense, at all times from the Effective Date do all thingsas may be required to give full effect to this deed, including, without limitation, the executionof all deeds and documents. 2.4 None of the rights or obligations of Basell under this deed may be assigned or transferredwithout the prior written consent of KRATON, and none of the rights or obligations of KRATONunder this deed may be assigned or transferred without the prior written consent of Basell,
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  except that no consent shall be required in the case of an assignment or transfer to an “Affiliate”or “Affiliates” (as defined in the Agreement).   2.5 This deed is governed by English law. The English courts have exclusive jurisdiction tosettle any dispute, claim or controversy arising out of or in connection with this deed.**IN WITNESS**of which this deed has been executed and has been delivered on the date which appearsfirst on page 1.
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**SCHEDULE 1**[Agreementfiled as Exhibit 10.43 to the Amendment No. 2 to the Company’s Registration Statement on Form S-4 filed on July 15, 2005.]
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**SIGNATORIES**       EXECUTED as a deed by    ) **SHELL CHEMICALSEUROPE B.V.** acting by  )      ) acting under the authority of that  ) Company, in the presence of:  )        Witness’s Signature: /s/ [ILLEGIBLE]    Name:  [ILLEGIBLE]    Address: Legal Manager      20/12/05           EXECUTED as a deed by    ) **SHELLPÉTROCHIMIE MÉDITERRANÉE** acting by  )      ) acting under the authority of that  ) Company, in the presence of:  )        Witness’s Signature: /s/ [ILLEGIBLE]    Name:  [ILLEGIBLE]    Address: [ILLEGIBLE]           EXECUTED as a deed by    ) **BASELL POLYOLÉFINES FRANCE S.A.S.** acting by  )      ) acting under the authority of that  ) Company, in the presence of:  )        Witness’s Signature: /s/ [ILLEGIBLE]    Name:  [ILLEGIBLE]    Address: [ILLEGIBLE]    
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       EXECUTED as a deed by    ) **KRATON POLYMERS FRANCE S.A.S.** acting by  )      ) acting under the authority of that  )/s/Nick DekkerCompany, in the presence of:  )NickDekker       Witness’s Signature: /s/ Martjin Warmerdam    Name:  Martjin Warmerdam    Address: [ILLEGIBLE]    
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