License Agreement [Amendment No. 1] - E. Khashoggi Industries LLC and EarthShell Corp.
FIRST AMENDMENT TO AMENDED AND RESTATED
LICENSE AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENT (this
"Amendment") is entered into as of this 2nd day of June, 1998, by and between
E. KHASHOGGI INDUSTRIES, LLC, a Delaware limited liability company ("EKI"),
and EARTHSHELL CORPORATION, a Delaware corporation ("ECC").
RECITALS:
A. EKI is the owner of: (i) certain technology related to
cementitious, inorganically filled and starch-based containers for the
packaging, storing, portioning and dispensing of food or beverages and
cementitious, inorganically filled and starch-based compositions formed in
sheets or rolls and which can be converted into food or beverage containers;
(ii) additional technology which deals with hydraulically settable,
inorganically filled or starch-based compositions and the methods and systems
for using and manufacturing such compositions; and (iii) certain know-how,
trade secrets and other proprietary information and data which are related or
complementary to such technologies.
B. Pursuant to the terms of that certain Amended and Restated License
Agreement, dated as of February 28, 1995 (the "License Agreement"), EKI
granted to ECC (i) an exclusive, worldwide, license to manufacture, use,
sell, sublicense and otherwise commercialize Food Service Disposables (as
defined in the License Agreement) that employ or utilize the above-referenced
technologies or proprietary information and ALI-ITE-TM- Paper (as defined in
the License Agreement) for conversion into Food Service Disposables, and (ii)
a non-exclusive,
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worldwide license to use certain trademarks owned by EKI in connection with
the marketing, distributions and sale of Food Service Disposables and/or
ALI-ITE-TM- Paper.
C. EKI and ECC desire to amend the License Agreement in certain
respects as set forth herein.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing Recitals, and the
mutual promises and covenants set forth herein, together with other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby amend the License Agreement as
follows:
1. DEFINITIONS.
1.1 Paragraph 1(b) of the License Agreement is hereby deleted in
its entirety and replaced with the following:
The term "Moldable Compound Technology" shall mean all of the
confidential, secret, or proprietary technology now or hereafter owned
by or licensed to EKI involving inorganically filled and starch-based
composites, including without limitation moldable compounds (both foam
and non-foam applications), articles manufactured from inorganically
filled and starch-based composites, the compositions and uses of such
inorganically filled and starch-based composites or articles made
therefrom, and apparatus and methods for manufacturing same, which are
described or claimed in (i) any of the patents or patent applications
listed in Exhibit "B" hereto, including without limitation, any
continuations, divisionals or continuations-in-part, reissues and
extensions thereto, and any
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patents issued therefrom, and (ii) any future patent applications under
the Patent Cooperation Treaty, any future European Patent applications,
and/or any future national patent applications in or for any country
that are based on any of the applications listed in Section B or D of
Exhibit "B" hereto, and any patents issued therefrom.
1.2 Paragraph 1(d) of the License Agreement is hereby deleted in its
entirety and replaced with the following:
The term "ALI-ITE-TM- Paper Technology" shall mean all of the
proprietary technology now or hereafter owned by or licensed to EKI
involving hydraulically settable, inorganically filled or starch-based
sheets, articles made from hydraulically settable, inorganically filled
or starch-based sheets, and apparatus and methods for manufacturing
same, which are described or claimed in (i) any of the patents or patent
applications listed in Exhibit "C", including without limitation, any
continuations, divisionals or continuations-in-part, reissues and
extensions thereto, and any patents issued therefrom, and (ii) any
future patent applications under the Patent Cooperation Treaty, any
future European Patent applications, and/or any future national patent
applications in or for any country that are based on any of the
applications listed in Sections B or D of Exhibit "C" hereto, and any
patents issued therefrom.
1.3 Paragraph 1(e) of the License Agreement is hereby deleted in its
entirety and replaced with the following:
The term "Core Technology" shall mean all of the proprietary technology
now or hereafter owned by or licensed to EKI involving compositions,
articles of
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manufacture, and methods and apparatus for manufacturing articles of
manufacture which are described or claimed in (i) any of the patents or
patent applications listed in Exhibit "A" hereto, including without
limitation, any continuations, divisionals or continuations-in-part,
reissues and extensions thereto, and any patents issued therefrom, and
(ii) any future patent applications under the Patent Cooperation Treaty,
any future European Patent applications, and/or any future national
patent applications in or for any country that are based on any of the
applications listed in Section B or D of Exhibit "A" hereto, and any
patents issued therefrom.
2. THE LICENSE.
Paragraph 2 of the License Agreement is hereby amended by adding a new
subparagraph (f) as follows:
Notwithstanding anything set forth herein to the contrary, (i) any
technology and related intellectual property that EKI licenses from
third parties will be included in the Technology licensed hereunder to
the extent the following conditions are satisfied: (A) such technology
and related intellectual property rights may be sublicensed to ECC
without violating any obligation owed by EKI to the licensor of such
technology and intellectual property rights; and (B) such technology and
related intellectual property rights that cannot be practiced or
exploited without the payment of royalties or other compensation to the
third party licensor thereof shall be included in the Technology
licensed hereunder to ECC subject to ECC's timely paying all such
compensation and performing all other obligations owing to such third
party licensor in connection therewith and (ii) if, pursuant to the
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terms of the Amended and Restated Agreement for Allocation of Patent
Costs entered into as of October 1, 1997 by EKI and ECC, ECC is required
to pay for or reimburse EKI in respect of particular Costs (as defined
therein) that EKI incurs in connection with filing, prosecuting,
acquiring or maintaining certain patents or patent applications, but ECC
elects under Section 5 thereof not have such Costs incurred by EKI, such
patents and/or patent applications will not be included in the
Technology licensed to ECC hereunder.
3. PATENT MATTERS.
Paragraph 6(a) of the License Agreement is hereby amended by adding
subparagraph (a) thereto as follows:
PATENT RIGHTS FOR THE TECHNOLOGY. EKI shall have the exclusive right
(but not the obligation) to seek and obtain patent protection for the
Technology both in the United States and in all foreign jurisdictions;
provided, however, that EKI will use commercially reasonable efforts to
prosecute the pending United States patent applications listed on
Exhibits "A"-"C" hereto. All decisions concerning the process of
seeking and obtaining such patent protection shall be within the sole
and exclusive discretion of EKI, including but not limited to decisions
concerning those jurisdictions in which such protection shall be sought
and the identity of legal counsel and other professionals who will be
retained to assist EKI in seeking such protection. However, if ECC
requests, in writing specifically referring to this subparagraph, that
EKI seek patent protection for the Technology in particular
jurisdictions, and if EKI determines in its reasonable discretion that
seeking such protection will not adversely affect its use of or rights
to the technology in
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question, EKI will seek the protection requested by ECC, provided that
all costs and expenses associated with filing, prosecuting and
maintaining such patent protection shall be paid by ECC. Any and all
patents which are obtained under this paragraph shall be and shall
remain the sole and exclusive property of EKI, subject only to the
License. EKI shall keep ECC fully and promptly informed of the status
of the prosecution of each patent application provided for by this
paragraph and shall consult with ECC on all material aspects of the
prosecution of each such application; provided, however, that the final
decisions in regard to all amendments to and abandonment of such patent
applications shall be made by EKI, in its sole discretion. Nothing
herein shall affect the rights and obligations of EKI and ECC under the
Amended and Restated Agreement for Allocation of Patent Costs entered
into as of October 1, 1997.
4. REPRESENTATIONS AND WARRANTIES OF EKI.
Paragraph 10(a) of the License Agreement is hereby amended by deleting
the first sentence thereof and replacing it with the following:
EKI is a limited liability company duly organized, validly existing and
in good standing under the laws of the State of Delaware.
5. ENTIRE AGREEMENT. Paragraph 25 of the License Agreement is hereby
amended by deleting it in its entirety and replacing it with the following:
This Agreement supersedes any prior understandings or agreements,
whether written or oral, and any contemporaneous oral agreements,
between the parties hereto in regard to the subject matter hereof and
contains the entire agreement between the parties in regard to the
subject matter hereof. Notwithstanding the
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foregoing, the parties hereto acknowledge and agree that the Amended and
Restated Agreement for Allocation of Patent Costs entered into as of
October 1, 1997 by EKI and ECC (the "Amended Patent Cost Allocation
Agreement") shall continue in full force and effect, and that all
references therein to the "License Agreement" shall be treated as
references to this Agreement, as amended from time to time pursuant to
the terms and conditions hereof; provided that this Agreement, as so
amended, shall control to the extent that anything herein shall be
inconsistent with the Amended Patent Cost Allocation Agreement. This
Agreement may not be changed or modified orally, but only by an
agreement, in writing, signed by both the parties hereto.
6. EXHIBITS.
Exhibits A, B and C to the License Agreement are hereby deleted in their
entirety and replaced with Exhibits A, B and C attached hereto.
7. NO OTHER AMENDMENT.
Subject to the amendments expressly made hereby, the License Agreement is
not affected hereby and continues in full force and effect.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered by their duly authorized representatives upon the date
first herein written.
EKI:
E. KHASHOGGI INDUSTRIES, LLC,
a Delaware limited liability company
By:
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Its:
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ECC:
EARTHSHELL CORPORATION,
a Delaware corporation
By:
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Its:
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EXHIBIT "A"
CORE TECHNOLOGY
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A. ISSUED UNITED STATES LETTERS PATENT
TITLE PATENT # DATE
----- -------- ----
1. Methods of Manufacture and Use for Hydraulically Bonded Cement 5,358,676 10/25/94
2. Compressed Hydraulically Bonded Composite Articles 5,637,412 6/10/97
3. Methods of Manufacture and Use for Low Density Hydraulically Bonded 5,356,579 10/18/94
Cement Compositions
4. Compressed Low Density Hydraulically Bonded Cement Compositions 5,635,292 6/3/97
5. Design Optimized Compositions and Computer Implemented Processes 5,527,387 6/18/96
for Microstructurally Engineering Cementitious Mixtures
6. Hydraulically Settable Containers and Other Articles for Storing, 5,385,764 1/31/95
Dispensing, and Packaging Food and Beverages and Methods for their
Manufacture
7. Coated Hydraulically Settable Containers and Other Articles for 5,514,430 5/7/96
Storing, Dispensing, and Packaging Food and Beverages
8. Cementitious Materials for Use in Packaging Containers and Their 5,453,310 9/26/95
Methods of Manufacture
9. Coated Cementitious Packaging Containers 5,631,052 5/20/97
10. Methods for the Extrusion of Novel, Highly Plastic and Moldable 5,549,859 8/27/96
Hydraulically Settable Compositions
11. Articles Formed by Extruding Hydraulically Settable Compositions 5,658,624 8/19/97
12. Methods for Manufacturing Articles from Sheets of Unhardened 5,766,525 6/16/98
Hydraulically Settable Compositions
13. Methods for Manufacturing Containers and Other Articles of 5,676,905 10/14/97
Manufacture From Hydraulically Settable Mixtures
14. Sealable Liquid-Tight, Thin-Walled Containers Made from 5,543,186 8/6/96
Hydraulically Settable Materials
B. PENDING UNITED STATES PATENT APPLICATIONS
TITLE
-----
1. Methods for Manufacturing Containers and Other Articles from
Hydraulically Settable Compositions
Exhibit A - Page 1
May 18, 1998
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C. ISSUED FOREIGN PATENTS
TITLE PATENT # COUNTRY
----- -------- -------
1. Methods for the Extrusion of Highly Plastic, Moldable Hydraulically 25356 Iran
Settable Compositions
2. Hydraulically Settable Containers and Other Articles for Storing, 49958/93 Australia
Dispensing and Packaging Food and Beverages and Methods for Their
Manufacture
3. Hydraulically Settable Containers and Other Articles for Storing, 225538 Peru
Dispensing and Packaging Food and Beverages and Methods for Their
Manufacture
4. Hydraulically Settable Containers and Other Articles for Storing, 93/5462 South
Dispensing and Packaging Food and Beverages and Methods for Their Africa
Manufacture
5. Hydraulically Settable Containers and Other Articles for Storing, 069669 Taiwan
Dispensing and Packaging Food and Beverages and Methods for Their
Manufacture
6. Hydraulically Settable Containers and Other Articles for Storing, 1186-93 Venezuela
Dispensing and Packaging Food and Beverages and Methods for Their
Manufacture
7. Sealable Hydraulically Settable Containers 99/94 Zimbabwe
8. Sealable Hydraulically Settable Containers 25092 Iran
9. Sealable Hydraulically Settable Containers 94/5285 South
Africa
10. Design Optimized Compositions and Processes for Microstructurally 679784 Australia
Engineering Cementitious Mixtures
11. Design Optimized Compositions and Processes for Microstructurally 103/94 Zimbabwe
Engineering Cementitious Mixtures
12. Design Optimized Compositions and Processes for Microstructurally 25100 Iran
Engineering Cementitious Mixtures
13. Design Optimized Compositions and Processes for Microstructurally 94/5497 South
Engineering Cementitious Mixtures Africa
Exhibit A - Page 2
May 18, 1998
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D. PENDING FOREIGN PATENT APPLICATIONS
TITLE COUNTRY
----- -------
1. Hydraulically Bonded Cement Compositions and Their Methods of Canada
Manufacture and Use
2. Methods for the Extrusion of Highly Plastic, Moldable Hydraulically Egypt
Settable Compositions
3. Methods for the Extrusion of Highly Plastic, Moldable Hydraulically India
Settable Compositions
4. Methods for the Extrusion of Highly Plastic, Moldable Hydraulically Philippines
Settable Compositions
5. Hydraulically Settable Containers and Other Articles for Storing, Canada
Dispensing and Packaging Food and Beverages and Methods for Their
Manufacture
6. Hydraulically Settable Containers and Other Articles for Storing, EPO
Dispensing and Packaging Food and Beverages and Methods for Their
Manufacture
7. Hydraulically Settable Containers and Other Articles for Storing, Japan
Dispensing and Packaging Food and Beverages and Methods for Their
Manufacture
8. Hydraulically Settable Containers and Other Articles for Storing, South
Dispensing and Packaging Food and Beverages and Methods for Their Korea
Manufacture
9. Hydraulically Settable Containers and Other Articles for Storing, New
Dispensing and Packaging Food and Beverages and Methods for Their Zealand
Manufacture
10. Hydraulically Settable Containers (divisional) New
Zealand
11. Hydraulically Settable Containers and Other Articles for Storing, Russia
Dispensing and Packaging Food and Beverages and Methods for Their
Manufacture
12. Hydraulically Settable Containers and Other Articles for Storing, Argentina
Dispensing and Packaging Food and Beverages and Methods for Their
Manufacture
13. Hydraulically Settable Containers and Other Articles for Storing, Chile
Dispensing and Packaging Food and Beverages and Methods for Their
Manufacture
14. Hydraulically Settable Containers and Other Articles for Storing, China
Dispensing and Packaging Food and Beverages and Methods for Their
Manufacture
15. Hydraulically Settable Containers and Other Articles for Storing, Colombia
Dispensing and Packaging Food and Beverages and Methods for Their
Manufacture
16. Hydraulically Settable Containers and Other Articles for Storing, India
Dispensing and Packaging Food and Beverages and Methods for Their
Manufacture
Exhibit A - Page 3
May 18, 1998
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TITLE COUNTRY
----- -------
17. Hydraulically Settable Containers and Other Articles for Storing, Mexico
Dispensing and Packaging Food and Beverages and Methods for Their
Manufacture
18. Hydraulically Settable Containers and Other Articles for Storing, Philippines
Dispensing and Packaging Food and Beverages and Methods for Their
Manufacture
19. Design Optimized Compositions and Processes for Microstructurally Brazil
Engineering Cementitious Mixtures
20. Design Optimized Compositions and Processes for Microstructurally Canada
Engineering Cementitious Mixtures
21. Design Optimized Compositions and Processes for Microstructurally EPO
Engineering Cementitious Mixtures
22. Design Optimized Compositions and Processes for Microstructurally Japan
Engineering Cementitious Mixtures
23. Design Optimized Compositions and Processes for Microstructurally So. Korea
Engineering Cementitious Mixtures
24. Design Optimized Compositions and Processes for Microstructurally New
Engineering Cementitious Mixtures Zealand
25. Design Optimized Compositions and Processes for Microstructurally Russia
Engineering Cementitious Mixtures
26. Design Optimized Compositions and Processes for Microstructurally Georgia
Engineering Cementitious Mixtures
27. Design Optimized Compositions and Processes for Microstructurally Argentina
Engineering Cementitious Mixtures
28. Design Optimized Compositions and Processes for Microstructurally Chile
Engineering Cementitious Mixtures
29. Design Optimized Compositions and Processes for Microstructurally China
Engineering Cementitious Mixtures
30. Design Optimized Compositions and Processes for Microstructurally Colombia
Engineering Cementitious Mixtures
31. Design Optimized Compositions and Processes for Microstructurally Egypt
Engineering Cementitious Mixtures
32. Design Optimized Compositions and Processes for Microstructurally India
Engineering Cementitious Mixtures
33. Design Optimized Compositions and Processes for Microstructurally Israel
Engineering Cementitious Mixtures
34. Design Optimized Compositions and Processes for Microstructurally Mexico
Engineering Cementitious Mixtures
35. Design Optimized Compositions and Processes for Microstructurally Peru
Engineering Cementitious Mixtures
Exhibit A - Page 4
May 18, 1998
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TITLE COUNTRY
----- -------
36. Design Optimized Compositions and Processes for Microstructurally Philippines
Engineering Cementitious Mixtures
37. Design Optimized Compositions and Processes for Microstructurally Saudi
Engineering Cementitious Mixtures Arabia
38. Design Optimized Compositions and Processes for Microstructurally Taiwan
Engineering Cementitious Mixtures
39. Design Optimized Compositions and Processes for Microstructurally Venezuela
Engineering Cementitious Mixtures
Exhibit A - Page 5
May 18, 1998
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EXHIBIT "B"
MOLDABLE COMPOUND TECHNOLOGY
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A. ISSUED UNITED STATES LETTERS PATENT
TITLE PATENT # DATE
----- -------- ----
1. Methods for Manufacturing Food and Beverage Containers Made from 5,766,525 5/19/98
Inorganic Aggregates and Polysaccharide, Protein or Synthetic
Organic Binders
2. Food and Beverage Containers Made from Inorganic Aggregates and 5,580,624 12/3/96
Polysaccharide, Protein or Synthetic Organic Binders, and Methods
for Manufacturing Such Containers
3. Coated Food and Beverage Containers Made from Inorganic Aggregates 5,705,242 1/6/98
and Polysaccharide, Protein or Synthetic Organic Binders
4. Molded Articles Having an Inorganically Filled Organic Polymer 5,545,450 8/13/96
Matrix
5. Coated Articles Having an Inorganically Filled Organic Polymer 5,691,014 11/25/97
Matrix
6. Molded Articles Having an Inorganically Filled Organic Polymer 5,702,787 12/30/97
Matrix
7. Molded Articles Having an Inorganically Filled Organic Polymer 5,705,239 1/16/98
Matrix
8. Systems for Molding Articles Having an Inorganically Filled Organic 5,658,603 8/19/97
Polymer Matrix
9. Hinged Articles Having an Inorganically Filled Matrix 5,631,053 5/20/97
10. Method of Manufacturing Hinges Having a Highly Inorganically Filled 5,707,474 1/13/98
Matrix
11. Inorganically Filled, Starch-Bound Compositions for Manufacturing 5,660,900 8/26/97
Containers and Other Articles Having a Thermodynamically Controlled
Cellular Matrix
12. Methods for Uniformly Dispersing Fibers Within Starch-Based 5,618,341 4/8/97
Compositions
13. Compositions for Manufacturing Fiber-Reinforced, Inorganically 5,662,731 9/2/97
Filled, Starch-Bound Articles Having a Foamed Cellular Matrix
14. Articles Having A Starch-Bound Cellular Matrix Reinforced With 5,683,772 11/4/97
Uniformly Dispersed Fibers
15. Methods and Systems for Manufacturing Articles Having A Starch-Bound 5,709,827 1/20/98
Cellular Matrix Reinforced With Uniformly Dispersed Fibers
16. Starch-Based Compositions Having Uniformly Dispersed Fibers Used to 5,679,145 10/21/97
Manufacture High-Strength Articles Having a Fiber-Reinforced,
Starch-Bound Cellular Matrix
17. Method of Forming a Sand-Based Article Using a Decomposable Binder 5,569,514 10/29/96
and the Article Formed Thereby
18. Oven Safe Disposable Food Container 5,317,119 5/31/94
Exhibit B - Page 1
May 18, 1998
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TITLE PATENT # DATE
----- -------- ----
19. Method of Forming a Sand-Based Article Using a Decomposable Binder 5,108,677 4/28/92
and the Article Formed Thereby
20. Methods for Treating the Surface of Starch-Based Articles With 5,716,675 2/10/98
Glycerin
22. Systems for Molding Articles Which Include a Hinged Starch-Bound 5,707,203 1/6/98
Cellular Matrix
23. Biodegradable Ribbed Dish 5,242,078 9/7/93
24. Process of Producing Rottable Thin-Walled Shaped Bodies Made of 5,376,320 12/27/94
Starch
25. Process of Manufacturing Rottable Thin-Walled Starch-Based Shaped 5,576,049 11/19/96
Elements
26. Process for Manufacturing Compositible Thin-Walled Molded Articles 5,711,908 1/27/98
Based on Starch
B. PENDING UNITED STATES PATENT APPLICATIONS
TITLE
-----
1. Methods of Molding Articles Having an Inorganically Filled Organic
Polymer Matrix
2. Inorganically Filled, Starch-Based Compositions for Manufacturing
Containers and Other Articles Having a Thermodynamically Controlled
Cellular Matrix
3. Methods and Systems for Manufacturing Containers and Other Articles
Having an Inorganically Filled, Starch-Bound Cellular Matrix
4. Dispersion of Cellulose Fibers
5. Articles Which Include a Hinged Starch-Bound Cellular Matrix
6. Methods for Molding Articles Which Include a Hinged Starch-Bound
Cellular Matrix
7. Molded Starch Articles
C. ISSUED FOREIGN PATENTS
TITLE PATENT # COUNTRY
----- -------- -------
1. Hydraulically Settable Inorganically Filled Articles and Methods 28/94 Zimbabwe
2. Hydraulically Settable Inorganically Filled Articles and Methods 30080 Iran
3. Hydraulically Settable Inorganically Filled Articles and Methods 94/1018 South
Africa
4. Hydraulically Settable Inorganically Filled Articles and Methods 0251-94 Venezuela
5. Dispersion of Cellulose Fibers 169728 Denmark
6. Dispersion of Cellulose Fibers 683831 EPO
7. Dispersion of Cellulose Fibers 683831 Austria
Exhibit B - Page 2
May 18, 1998
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TITLE PATENT # COUNTRY
----- -------- -------
8. Dispersion of Cellulose Fibers 683831 Germany
9. Dispersion of Cellulose Fibers 683831 France
10. Dispersion of Cellulose Fibers 683831 Italy
11. Dispersion of Cellulose Fibers 683831 UK
12. Foamed Inorganically Filled Starch-Bound Articles and Methods 24269 Iran
13. Fiber Reinforced Foamed Starch-Bound Articles & Methods 25424 Iran
14. Process of Producing Rottable Thin-Walled Shaped Bodies Made of 96396 Austria
Starch
15. Process of Producing Rottable Thin-Walled Shaped Bodies Made of 167213 Poland
Starch
16. Process of Producing Rottable Thin-Walled Shaped Bodies Made of 513106 Sweden
Starch
17. Process of Producing Rottable Thin-Walled Shaped Bodies Made of 513106 EPO
Starch
18. Process of Producing Rottable Thin-Walled Shaped Bodies Made of 513106 Belgium
Starch
19. Process of Producing Rottable Thin-Walled Shaped Bodies Made of 513106 Switzerland
Starch
20. Process of Producing Rottable Thin-Walled Shaped Bodies Made of 59100537 Germany
Starch
21. Process of Producing Rottable Thin-Walled Shaped Bodies Made of 513106 Denmark
Starch
22. Process of Producing Rottable Thin-Walled Shaped Bodies Made of 513106 Netherlands
Starch
23. Process of Producing Rottable Thin-Walled Shaped Bodies Made of 2539125 Japan
Starch
25. Process of Manufacturing Rottable Thin-Walled Starch-Based Shaped 672080 EPO
Elements
26. Process of Manufacturing Rottable Thin-Walled Starch-Based Shaped 59307028 Germany
Elements
D. PENDING FOREIGN PATENT APPLICATIONS
TITLE COUNTRY
----- -------
1. Hydraulically Settable Inorganically Filled Articles and Methods Australia
2. Hydraulically Settable Inorganically Filled Articles and Methods Australia
(divisional)
3. Hydraulically Settable Inorganically Filled Articles and Methods Brazil
4. Hydraulically Settable Inorganically Filled Articles and Methods Canada
5. Hydraulically Settable Inorganically Filled Articles and Methods EPO
6. Hydraulically Settable Inorganically Filled Articles and Methods Japan
7. Hydraulically Settable Inorganically Filled Articles and Methods So. Korea
8. Hydraulically Settable Inorganically Filled Articles and Methods New
Zealand
Exhibit B - Page 3
May 18, 1998
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TITLE COUNTRY
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9. Hydraulically Settable Inorganically Filled Articles and Methods Russia
10. Hydraulically Settable Inorganically Filled Articles and Methods Georgia
11. Hydraulically Settable Inorganically Filled Articles and Methods Argentina
12. Hydraulically Settable Inorganically Filled Articles and Methods Argentina
(divisional)
13. Hydraulically Settable Inorganically Filled Articles and Methods Chile
14. Hydraulically Settable Inorganically Filled Articles and Methods China
15. Hydraulically Settable Inorganically Filled Articles and Methods Colombia
16. Hydraulically Settable Inorganically Filled Articles and Methods Egypt
17. Hydraulically Settable Inorganically Filled Articles and Methods India
18. Hydraulically Settable Inorganically Filled Articles and Methods Israel
19. Hydraulically Settable Inorganically Filled Articles and Methods (Div.) Israel
20. Hydraulically Settable Inorganically Filled Articles and Methods Mexico
21. Hydraulically Settable Inorganically Filled Articles and Methods Peru
22. Hydraulically Settable Inorganically Filled Articles and Methods Philippines
23. Hydraulically Settable Inorganically Filled Articles and Methods Saudi
Arabia
24. Hydraulically Settable Inorganically Filled Articles and Methods Taiwan
25. Fiber Reinforced Foamed Starch-Bound Articles & Methods Australia
26. Fiber Reinforced Foamed Starch-Bound Articles & Methods Brazil
27. Fiber Reinforced Foamed Starch-Bound Articles & Methods Canada
28. Fiber Reinforced Foamed Starch-Bound Articles & Methods EPO
29. Fiber Reinforced Foamed Starch-Bound Articles & Methods Japan
30. Fiber Reinforced Foamed Starch-Bound Articles & Methods Korea
31. Fiber Reinforced Foamed Starch-Bound Articles & Methods New
Zealand
32. Fiber Reinforced Foamed Starch-Bound Articles & Methods Russia
33. Fiber Reinforced Foamed Starch-Bound Articles & Methods Egypt
34. Fiber Reinforced Foamed Starch-Bound Articles & Methods India
35. Fiber Reinforced Foamed Starch-Bound Articles & Methods Philippines
36. Methods for Molding Articles Which Include a Hinged Starch-Bound PCT
Cellular Matrix
Exhibit B - Page 4
May 18, 1998
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<CAPTION>
TITLE COUNTRY
----- -------
37. Process of Producing Rottable Thin-Walled Shaped Bodies Made of Starch Canada
38. Process of Producing Rottable Thin-Walled Shaped Bodies Made of Starch Hungary
39. Process of Producing Rottable Thin-Walled Shaped Bodies Made of Starch Yugoslavia
40. Process of Producing Rottable Thin-Walled Shaped Bodies Made of Starch Australia
41. Process of Manufacturing Rottable Thin-Walled Starch-Based Shaped Canada
Elements
42. Process of Manufacturing Rottable Thin-Walled Starch-Based Shaped Czech Rep.
Elements
43. Process of Manufacturing Rottable Thin-Walled Starch-Based Shaped Hungary
Elements
44. Process of Manufacturing Rottable Thin-Walled Starch-Based Shaped Poland
Elements
45. Process of Manufacturing Rottable Thin-Walled Starch-Based Shaped Slovakia
Elements
46. Process of Manufacturing Rottable Thin-Walled Starch-Based Shaped Austria
Elements
48. Process of Manufacturing Rottable Thin-Walled Starch-Based Shaped Austria
Elements
49. Process of Manufacturing Rottable Thin-Walled Starch-Based Shaped Austria
Elements
50. Process of Manufacturing Rottable Thin-Walled Starch-Based Shaped Sweden
Elements
51. Process of Manufacturing Rottable Thin-Walled Starch-Based Shaped Netherlands
Elements
52. Process of Manufacturing Rottable Thin-Walled Starch-Based Shaped Belgium
Elements
53. Process of Manufacturing Rottable Thin-Walled Starch-Based Shaped Denmark
Elements
54. Process of Manufacturing Rottable Thin-Walled Starch-Based Shaped Switzerland
Elements
55. Process of Manufacturing Rottable Thin-Walled Starch-Based Shaped Japan
Elements
56. Process for Manufacturing Compositible Thin-Walled Molded Articles Austria
Based on Starch
57. Process for Manufacturing Compositible Thin-Walled Molded Articles Croatia
Based on Starch
58. Process for Manufacturing Compositible Thin-Walled Molded Articles EPO
Based on Starch
Exhibit B - Page 5
May 18, 1998
<PAGE>
<CAPTION>
TITLE COUNTRY
----- -------
59. Process for Manufacturing Compositible Thin-Walled Molded Articles Canada
Based on Starch
60. Process for Manufacturing Compositible Thin-Walled Molded Articles Australia
Based on Starch
61. Process for Manufacturing Compositible Thin-Walled Molded Articles Japan
Based on Starch
62. Process for Manufacturing Compositible Thin-Walled Molded Articles Korea
Based on Starch
63. Biodegradable, Thin-Walled Molding Production, e.g., Cup, Plate or EPO
Packaging Using Starch-Based Baking Mixture Containing Powdered
Hydraulic Vegetable Fibers Pre-Mixed Dry with Release Agent to
Reduce Requirements
64. Biodegradable, Thin-Walled Molding Production, e.g., Cup, Plate or Canada
Packaging Using Starch-Based Baking Mixture Containing Powdered
Hydraulic Vegetable Fibers Pre-Mixed Dry with Release Agent to
Reduce Requirements
65. Biodegradable, Thin-Walled Molding Production, e.g., Cup, Plate or Australia
Packaging Using Starch-Based Baking Mixture Containing Powdered
Hydraulic Vegetable Fibers Pre-Mixed Dry with Release Agent to
Reduce Requirements
66. Biodegradable, Thin-Walled Molding Production, e.g., Cup, Plate or Austria
Packaging Using Starch-Based Baking Mixture Containing Powdered
Hydraulic Vegetable Fibers Pre-Mixed Dry with Release Agent to
Reduce Requirements
67. Biodegradable, Thin-Walled Molding Production, e.g., Cup, Plate or Japan
Packaging Using Starch-Based Baking Mixture Containing Powdered
Hydraulic Vegetable Fibers Pre-Mixed Dry with Release Agent to
Reduce Requirements
68. Biodegradable, Thin-Walled Molding Production, e.g., Cup, Plate or Korea
Packaging Using Starch-Based Baking Mixture Containing Powdered
Hydraulic Vegetable Fibers Pre-Mixed Dry with Release Agent to
Reduce Requirements
69. Production, of Degradable Thin-Walled Cups, Plates, Trays, Etc., by PCT
Mixing Starch with Alcohol, Water and Optional Thickener and Other
Additives, and Baking in Mold
70. Production, of Degradable Thin-Walled Cups, Plates, Trays, Etc., by EPO
Mixing Starch with Alcohol, Water and Optional Thickener and Other
Additives, and Baking in Mold
71. Production, of Degradable Thin-Walled Cups, Plates, Trays, Etc., by Australia
Mixing Starch with Alcohol, Water and Optional Thickener and Other
Additives, and Baking in Mold
72. Production, of Degradable Thin-Walled Cups, Plates, Trays, Etc., by Canada
Mixing Starch with Alcohol, Water and Optional Thickener and Other
Additives, and Baking in Mold
Exhibit B - Page 6
May 18, 1998
<PAGE>
<CAPTION>
TITLE COUNTRY
----- -------
73. Production, of Degradable Thin-Walled Cups, Plates, Trays, Etc., by Austria
Mixing Starch with Alcohol, Water and Optional Thickener and Other
Additives, and Baking in Mold
74. Production, of Degradable Thin-Walled Cups, Plates, Trays, Etc., by Austria
Mixing Starch with Alcohol, Water and Optional Thickener and Other
Additives, and Baking in Mold
75. Production, of Degradable Thin-Walled Cups, Plates, Trays, Etc., by Japan
Mixing Starch with Alcohol, Water and Optional Thickener and Other
Additives, and Baking in Mold
76. Production, of Degradable Thin-Walled Cups, Plates, Trays, Etc., by Korea
Mixing Starch with Alcohol, Water and Optional Thickener and Other
Additives, and Baking in Mold
77. Dispersion of Cellulose Fibers Canada
78. Dispersion of Cellulose Fibers Japan
79. Dispersion of Cellulose Fibers Norway
80. Dispersion of Cellulose Fibers Hungary
81. Dispersion of Cellulose Fibers Poland
82. Dispersion of Cellulose Fibers Finland
83. Foamed Inorganically Filled Starch-Bound Articles and Methods Australia
84. Foamed Inorganically Filled Starch-Bound Articles and Methods Canada
85. Foamed Inorganically Filled Starch-Bound Articles and Methods EPO
86. Foamed Inorganically Filled Starch-Bound Articles and Methods New
Zealand
87. Foamed Inorganically Filled Starch-Bound Articles and Methods Japan
88. Foamed Inorganically Filled Starch-Bound Articles and Methods India
89. Fiber Reinforced Foamed Starch-Bound Articles & Methods Australia
90. Fiber Reinforced Foamed Starch-Bound Articles & Methods Brazil
91. Fiber Reinforced Foamed Starch-Bound Articles & Methods Canada
92. Fiber Reinforced Foamed Starch-Bound Articles & Methods EPO
93. Fiber Reinforced Foamed Starch-Bound Articles & Methods Japan
94. Fiber Reinforced Foamed Starch-Bound Articles & Methods So. Korea
95. Fiber Reinforced Foamed Starch-Bound Articles & Methods New
Zealand
96. Fiber Reinforced Foamed Starch-Bound Articles & Methods Russia
97. Fiber Reinforced Foamed Starch-Bound Articles & Methods Egypt
Exhibit B - Page 7
May 18, 1998
<PAGE>
<CAPTION>
TITLE COUNTRY
----- -------
98. Fiber Reinforced Foamed Starch-Bound Articles & Methods India
99. Fiber Reinforced Foamed Starch-Bound Articles & Methods Philippines
100. Methods for Molding Articles Which Include a Hinged Starch-Bound PCT
Cellular Matrix
Exhibit B - Page 8
May 18, 1998
<PAGE>
EXHIBIT "C"
ALI-ITE -TM- PAPER TECHNOLOGY
<CAPTION>
A. ISSUED UNITED STATES LETTERS PATENT
TITLE PATENT # DATE
----- -------- ----
1. Hydraulically Settable Containers and Other Articles for Storing, 5,705,237 1/6/98
Dispensing, and Packaging Food or Beverages
2. Cementitious Packaging Containers 5,654,048 8/5/97
3. Methods for Manufacturing Sheets from Hydraulically Settable 5,720,913 2/24/98
Compositions
4. Sealable Liquid-Tight Containers Comprised of Hydraulically 5,714,217 2/3/98
Settable Materials
5. Sheets Made from Moldable Hydraulically Settable Materials 5,626,954 5/6/97
6. Sheets Made from Moldable Hydraulically Settable Materials 5,614,307 3/25/97
7. Methods for Manufacturing Articles of Manufacture from 5,580,409 12/3/96
Hydraulically Settable Sheets
8. Systems for Manufacturing Sheets from Hydraulically Settable 5,679,381 10/21/97
Compositions
9. Articles of Manufacture Fashioned from Hydraulically Settable 5,665,439 9/9/97
Sheets
10. Sheets Having a Highly Inorganically Filled Organic Polymer Matrix 5,508,072 4/16/96
11. Laminated Sheets Having a Highly Inorganically Filled Organic 5,665,442 9/9/97
Polymer Matrix
12. Sheets Having a Highly Inorganically Filled Organic Polymer Matrix 5,660,903 8/26/97
13. Methods for the Manufacture of Sheets Having A Highly Inorganically 5,582,670 12/10/96
Filled Organic Polymer Matrix
14. Methods for the Manufacture of Sheets Having A Highly Inorganically 5,660,904 8/26/97
Filled Organic Polymer Matrix
15. Articles of Manufacture Fashioned From Sheets Having A Highly 5,506,046 4/9/96
Inorganically Filled Organic Polymer Matrix
16. Articles of Manufacture Fashioned From Sheets Having A Highly 5,705,238 1/6/98
Inorganically Filled Organic Polymer Matrix
17. Articles of Manufacture Fashioned From Sheets Having A Highly 5,709,913 1/20/98
Inorganically Filled Organic Polymer Matrix
18. Compositions and Methods for Manufacturing Sealable Liquid-Tight 5,738,921 4/14/98
Containers Comprising an Inorganically Filled Matrix
19. Compositions Having a High Ungelantinized Starch Content and Sheets 5,736,209 4/7/98
Molded Therefrom
Exhibit C - Page 1
May 18, 1998
<PAGE>
<CAPTION>
B. PENDING UNITED STATES PATENT APPLICATIONS
TITLE
-----
1. Hinges for Highly Inorganically Filled Composite Materials
2. Articles of Manufacture and Methods for Manufacturing Laminate
Structures Including Inorganically Filled Sheets
3. System for Manufacturing Sheets Having A Highly Inorganically Filled
Organic Polymer Matrix
4. Methods for the Manufacture of Sheets Having A Highly Inorganically
Filled Organic Polymer Matrix
5. Laminated Articles of Manufacture Fashioned From Sheets Having A
Highly Inorganically Filled Organic Polymer Matrix
6. Methods for Manufacturing Articles From Sheets Having A Highly
Inorganically Filled Organic Polymer Matrix
7. Compositions for Manufacturing High Starch - Containing Sheets
8. High Starch - Containing Sheets
9. Method for Manufacturing Molded Sheets Having a High Starch Content
C. ISSUED FOREIGN PATENTS
TITLE PATENT # COUNTRY
----- -------- -------
1. Inorganically Filled Compositions, Articles of Manufacture Made Of 675687 Australia
Highly Inorganically Filled Compositions, and Methods for Making
Same
2. Inorganically Filled Compositions, Articles of Manufacture Made Of 259123 New
Highly Inorganically Filled Compositions, and Methods for Making Zealand
Same
3. Inorganically Filled Compositions, Articles of Manufacture Made Of 93/8770 South
Highly Inorganically Filled Compositions, and Methods for Making Africa
Same
4. Inorganically Filled Compositions, Articles of Manufacture Made Of 1775-93 Venezuela
Highly Inorganically Filled Compositions, and Methods for Making
Same
5. Highly Inorganically Filled Compositions, Articles of Manufacture 160/93 Zimbabwe
Made of Highly Inorganically Filled Compositions, and Methods for
Making Same
6. Highly Inorganically Filled Compositions, Articles of Manufacture 15436 Iran
Made of Highly Inorganically Filled Compositions, and Methods for
Making Same
Exhibit C - Page 2
May 18, 1998
<PAGE>
<CAPTION>
D. PENDING FOREIGN PATENT APPLICATIONS
TITLE COUNTRY
----- -------
1. Inorganically Filled Compositions, Articles of Manufacture Made of Australia
Highly Inorganically Filled Compositions, and Methods for Making Same
2. Inorganically Filled Compositions, Articles of Manufacture Made of Brazil
Highly Inorganically Filled Compositions, and Methods for Making Same
3. Inorganically Filled Compositions, Articles of Manufacture Made of Canada
Highly Inorganically Filled Compositions, and Methods for Making Same
4. Inorganically Filled Compositions, Articles of Manufacture Made of EPO
Highly Inorganically Filled Compositions, and Methods for Making Same
5. Inorganically Filled Compositions, Articles of Manufacture Made of Japan
Highly Inorganically Filled Compositions, and Methods for Making Same
6. Inorganically Filled Compositions, Articles of Manufacture Made of So. Korea
Highly Inorganically Filled Compositions, and Methods for Making Same
7. Inorganically Filled Compositions, Articles of Manufacture Made of Russia
Highly Inorganically Filled Compositions, and Methods for Making Same
8. Inorganically Filled Compositions, Articles of Manufacture Made of Argentina
Highly Inorganically Filled Compositions, and Methods for Making Same
9. Inorganically Filled Compositions, Articles of Manufacture Made of Chile
Highly Inorganically Filled Compositions, and Methods for Making Same
10. Inorganically Filled Compositions, Articles of Manufacture Made of China
Highly Inorganically Filled Compositions, and Methods for Making Same
11. Inorganically Filled Compositions, Articles of Manufacture Made of Colombia
Highly Inorganically Filled Compositions, and Methods for Making Same
12. Inorganically Filled Compositions, Articles of Manufacture Made of India
Highly Inorganically Filled Compositions, and Methods for Making Same
13. Inorganically Filled Compositions, Articles of Manufacture Made of Mexico
Highly Inorganically Filled Compositions, and Methods for Making Same
14. Inorganically Filled Compositions, Articles of Manufacture Made of Peru
Highly Inorganically Filled Compositions, and Methods for Making Same
15. Inorganically Filled Compositions, Articles of Manufacture Made of Philippines
Highly Inorganically Filled Compositions, and Methods for Making Same
16. Inorganically Filled Compositions, Articles of Manufacture Made of Taiwan
Highly Inorganically Filled Compositions, and Methods for Making Same
17. Highly Inorganically Filled Compositions, Articles of Manufacture Made of Georgia
Highly Inorganically Filled Compositions, and Methods for Making Same
18. Highly Inorganically Filled Compositions, Articles of Manufacture Made of Egypt
Highly Inorganically Filled Compositions, and Methods for Making Same
19. Highly Inorganically Filled Compositions, Articles of Manufacture Made of Israel
Highly Inorganically Filled Compositions, and Methods for Making Same
Exhibit C - Page 3
May 18, 1998
<PAGE>
<CAPTION>
TITLE COUNTRY
----- -------
20. Highly Inorganically Filled Compositions, Articles of Manufacture Made Israel
of Highly Inorganically Filled Compositions, and Methods for Making Same
(divisional)
21. Highly Inorganically Filled Compositions, Articles of Manufacture Made Saudi
of Highly Inorganically Filled Compositions, and Methods for Making Same Arabia
22. Compositions and Methods for Manufacturing Sealable Liquid-Tight PCT
Containers Comprising an Inorganically Filled Matrix
23. Compositions Having a High Ungelantinized Starch Content and Sheets PCT
Molded Therefrom
24. Method for Manufacturing Molded Sheets Having a High Starch Content PCT
Exhibit C - Page 4
May 18, 1998