Cross License Agreement [Form] (2002)Full Document 

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                         FORM OF CROSS LICENSE AGREEMENT

         This Cross License Agreement (the "Agreement") is made and entered into
as of the first day of January, 1999, by and between Kronos, Inc., a Delaware
corporation ("Kronos"), and Kronos International Inc., a Delaware corporation
("Kronos Int'l").

         WHEREAS, the parties each have, or may have in the future, the right to
use and enjoy, and the right to license to the other party, certain Technology
(as defined below);

         WHEREAS, the parties each have the right to use and enjoy, and the
right to license to the other party, certain Patents (as defined below) which
relate to the Products (as defined below) and the Technology;

         WHEREAS, the parties each have, or may have in the future, the right to
use and enjoy, and the right to license to the other party, certain Improvements
(as defined below);

         WHEREAS, each party wishes to obtain the right and license, with the
right to sublicense, to employ the Technology, Patents and Improvements of the
other party in association with the manufacture, use and sale of Products
world-wide; and

         WHEREAS, each party is willing to grant such rights and licenses to the
other party on the terms and subject to the conditions set forth in this
Agreement;

         NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

                                 I. DEFINITIONS

         1.1 "Affiliate" shall mean, with respect to any person, any other
person directly or indirectly controlling, controlled by or under direct or
indirect common control with such person.

         1.2 "Improvements" shall mean any improvements, discoveries or
inventions relating to the Products or the Technology (including any additional
patents or patent applications relating thereto) which are owned or controlled
by either party, or which either party has the right to license, at any time
during the term of this Agreement.

         1.3 "Patents" shall mean those patents and patent applications in all
jurisdictions which relate to the Products, Technology or Improvements,
including any and all continuations, continuations-in-part, extensions,
renewals, reissues, reexaminations and divisions thereof, and which are owned or
controlled by either party or which either party has the right to license, at
any time during the term of this Agreement.

         1.4 "Products" shall mean titanium dioxide products.

         1.5 "Technology" shall mean the technical information, know-how,
formulations, processes, techniques, data and marketing and business information
relating to the manufacture, use and sale of Products and the design,

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