Contribution Agreement Joint Venture Long Form

Contribution Agreement

AGREEMENT dated as of , among , a limited liability partnership organized in (the "Joint Venture"), Company A ("A"), a corporation and Company B ("B"), a corporation.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

SECTION 1.01. Definitions.

(a) Capitalized terms used but not defined in this Agreement have the meanings given to such terms in the Joint Venture Agreement dated as of the date hereof (the "Joint Venture Agreement").

(b) The following terms, as used herein, have the following meanings:

"A European Business" means ;

"Joint Venture Documents" means ;

"Knowledge of A" means the actual knowledge, after due inquiry, of ;

"material adverse effect" with respect to any person means a material adverse effect on the condition (financial or otherwise), business, assets or results of operations of such person and its subsidiaries, taken as a whole.

"Territory" means ;

(c) Each of the following terms is defined in the Section set forth opposite such term:

Term / Section

A European Intellectual Property Rights — 3.12

Assumed Liabilities — 2.01

Closing — 2.04

Contributed Assets — 2.01

Damages — 10.02

Operating Agreement — 7.04

Permits — 3.13

ARTICLE 2

CONTRIBUTION

SECTION 2.01. Contribution by A

(a) Upon the terms and subject to the conditions of this Agreement, A agrees (i) to transfer, assign and deliver, or cause to be transferred, assigned and delivered, to the Joint Venture at the Closing, as a contribution, all of the right, title and interest of A and its affiliates in, to and under the tangible assets of A, of every kind and description, located in the Territory or otherwise primarily used or held for use in the A European Business, as such A European Business shall exist on the Closing Date, and (ii) to grant, or cause to be granted by its affiliates, to the Joint Venture a perpetual, fully paid-up, royalty free, exclusive license to use certain intellectual property on the terms set forth in the License Agreement (together the "Contributed Assets").

Notwithstanding anything else contained herein, the Contributed Assets shall not include any intellectual property covered by the License Agreement.

(b) A agrees to deliver to the Joint Venture, or cause to be delivered, such deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties shall deem reasonably necessary or appropriate to vest in the Joint Venture all right, title and interest of A and its affiliates in, to and under the Contributed Assets.

(c) In consideration of and in exchange for such contribution by A and its affiliates, and upon the terms and subject to the conditions of this Agreement, the Joint Venture agrees

(i) to issue and sell to A a common interest in the Joint Venture, free and clear of all liens, and

(ii) effective as of the Closing Date, to assume all liabilities and obligations of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise) relating to or arising out of the conduct of the A European Business or the ownership or use of the Contributed Assets, in each case solely to the extent such liabilities or obligations arise after the Closing Date (the "Assumed Liabilities").

Notwithstanding anything else contained herein, the Assumed Liabilities shall not include (A) any liabilities or obligations arising on or prior to the Closing Date and (B) any liabilities or obligations (1) for or with respect to Taxes or (2) arising as a result of a Tax Sharing or Indemnity Agreement of A or any of its affiliates.

SECTION 2.02. Contribution by B. Upon the terms and subject to the conditions of this Agreement, B agrees to purchase from the Joint Venture, and the Joint Venture agrees to issue and sell to B, at the Closing, a common interest in the Joint Venture, free and clear of all Liens, in consideration of and in exchange for US$ in cash.

SECTION 2.03. Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contributed Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Contributed Asset or in any way adversely affect the rights of the Joint Venture or A or its affiliates thereunder.

A and the Joint Venture will use their best efforts (but without any payment of money) to obtain the consent of the other parties to any such Contributed Asset or any claim or right or any benefit arising thereunder for the assignment thereof to the Joint Venture as the Joint Venture may request.

If such consent is not obtained, or if an attempted assignment there of would be ineffective or would adversely affect the rights thereunder so that the Joint Venture would not in fact receive all such rights, A and the Joint Venture will cooperate in a mutually agreeable arrangement under which the Joint Venture would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sublicensing, or subleasing to the Joint Venture or under which A and its affiliates would enforce for the benefit of the Joint Venture, with the Joint Venture assuming the obligations of A and its affiliates.

A will promptly pay to the Joint Venture when received all monies received by A and its affiliates under any Contributed Asset or any claim or right or any benefit arising thereunder.

SECTION 2.04. Closing. The closing (the "Closing") of the contributions hereunder shall take place at subject to satisfaction or waiver of the conditions in the Joint Venture Operating Agreement dated as of , between A and B (the "Operating Agreement") and simultaneously with the closing thereunder (the "Closing Date").

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF D

D represents and warrants to B and to the Joint Venture as of the date hereof and as of the Closing Date that:

SECTION 3.01. Corporate Existence and Power.

(a) A is a duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has all powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

ARTICLE 4

CERTAIN OTHER REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations of B.

(a) B is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its businesses as now conducted.

(b) The execution, delivery and performance by B of this Agreement, and the consummation of the transactions contemplated hereby are within B's corporate powers and have been duly authorized by all necessary corporate action on the part of B.

SECTION 4.02. Representations of the Joint Venture.

(a) The Joint Venture is a duly organized, validly existing and in good standing under the laws of and has all powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as proposed to be conducted.

ARTICLE 5

COVENANTS OF A

SECTION 5.01. Access to Information. On and after the Closing Date, A and its affiliates will afford promptly to the Joint Venture and its agents reasonable access to its books of account, financial and other records (including, without limitation, accountant's work papers), information, employees and auditors to the extent such information is not in the possession of the Joint Venture and is necessary or useful for the Joint Venture in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the A European Business; provided that any such access by the Joint Venture shall not unreasonably interfere with the conduct of business of A and its affiliates.

SECTION 5.02. Best Efforts. After the Closing, A agrees to execute and deliver and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement.

ARTICLE 6

COVENANT OF B

SECTION 6.01. Best Efforts. After the Closing, B agrees to execute and deliver and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement.

ARTICLE 7

COVENANTS OF THE JOINT VENTURE, A AND B

SECTION 7.01. Public Announcements. The Joint Venture, A and B agree to consult with each other before issuing any press release or making any public statement with respect to this Agreement or the transactions contemplated hereby and, except as may be required by applicable law or any listing agreement with any national securities exchange, will not issue any such press release or make any such public statement prior to such consultation.

ARTICLE 8

TAX MATTERS

SECTION 8.01. Tax Definitions.

(a) "Pre-Closing Tax Period" means (i) any Tax period ending on or before the Closing Date and (ii) with respect to a Tax period that commences before but ends after the Closing Date, the portion of such period up to and including the Closing Date.

(b) "Tax" means any (i) net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, license, registration, recording, documentary, conveyancing, gains, withholding on amounts paid to or by A or its affiliates, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever.

ARTICLE 9

EMPLOYEE BENEFITS

Comment: This agreement should include provisions relating to employee benefits matters with respect to A's employees who work in the A European Business.

ARTICLE 10

SURVIVAL; INDEMNIFICATION

SECTION 10.01. Survival. The representations and warranties of the parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing until ;

SECTION 10.02. Indemnification.

(a) A hereby indemnifies the Joint Venture, B and their respective subsidiaries and their respective directors, officers, employees and agents against and agree to hold each of them harmless from any and all damage, loss, liability and expense ("Damages") incurred or suffered by the Joint Venture, B or their respective subsidiaries arising out of:

(i) any misrepresentation or breach of a representation or warranty contained in this Agreement by A,

(ii) any breach of covenant or agreement made or to be performed by A pursuant to this Agreement, or

(iii) any liability or obligation attributable to the Contributed Assets that is not an Assumed Liability.

ARTICLE 11

MISCELLANEOUS

SECTION 11.01. Notices.

All notices, requests or other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given, if to B, to:

Attention:

Facsimile:

with a copy (which shall not constitute notice) to:

Attention:

Facsimile:

SECTION 11.05. Dispute Resolution.

(a) If a dispute relating to this Agreement arises between the parties, the following procedure shall be implemented before either party pursues other available remedies.

(b) Except as set forth in Section 11.05(c), any and all disputes, controversies, claims or differences arising out of or in connection with this Agreement shall be finally and exclusively resolved by arbitration under the Rules of Conciliation and Arbitration of the International Chamber of Commerce. The exclusive venue of arbitration shall be .

(c) Notwithstanding Section 11.05(b), the parties shall have the right to initiate and pursue litigation seeking to restrain or enjoin preliminarily or otherwise any alleged breach of Article 5 and Section 7.01 of this Agreement. The parties agree that any such litigation shall only be brought in .

SECTION 11.06. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of , without regard to the conflicts of law rules of such state.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.