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This excerpt taken from the CLX 10-Q filed Apr 26, 2005. ARTICLE 30. DEFINITIONS The following terms, as used in this Agreement, shall have the definitions set forth in this Article 30 and constitute part of the terms and conditions of this Agreement: “Affiliate” shall mean any entity that is a direct or indirect subsidiary of a party, including any entity that is at least [* * *]% owned, directly or indirectly, by a party, or any entity that owns, directly or indirectly, at least [* * *]% of a party, or otherwise controls or is controlled by a party, or which is a joint venture which is at least [* * *]% owned by a party or another affiliate of a party. “Call Right” shall have the meaning set forth in the JV Agreement. “Clorox” shall mean The Clorox Company, a Delaware corporation. “Fair Market Value” shall have the meaning set forth in the JV Agreement. “Glad Global Business” shall have the meaning set forth in the JV Agreement. “Glad Local Business” shall mean the Glad Global Business conducted by the Licensee in the Territory. “Infringement” shall have the meaning set forth in Article 7(f) hereof. “Intellectual Property” shall mean any and all intellectual property, including, without limitation, patents, copyrights, software, trade secrets, technology, inventions, specifications, know-how, processes, formulae, product descriptions and other technical or proprietary information. “International Acquisition” shall mean the sale, disposition or other transfer to a Third Party of all or substantially all of the equity interests of Licensee or of all or substantially all the business, assets and properties of Licensee used in the Glad Local Business, but excluding (i) any transaction in connection with which the Put Right or the Call Right is exercised, (ii) any Third-Party Sale in connection with which Clorox exercises its right to cause a sale and (iii) any transaction in connection with which the Tag-Along Right is exercised. “IP Acquisition” shall have the meaning set forth in the JV Agreement. “JV Agreement” shall mean the Amended and Restated Joint Venture Agreement, dated as of January 31, 2003, between Licensor, P&G Sub and certain of their respective Affiliates, as 13 THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. EXHIBIT J such agreement may be amended, supplemented or otherwise modified in accordance with the terms thereof. “P&G License Agreement” shall mean the License Agreement, dated as of January 31, 2003, between P&G Sub and Licensor, as such agreement may be amended, supplemented or otherwise modified in accordance with the terms thereof. “P&G Sub” shall mean Procter & Gamble RHD Inc., an Ohio corporation. “Prior Agreement” shall have the meaning set forth in Article 27 hereof. “Products” shall mean the products set forth in Exhibit A, as may be amended from time to time pursuant to Article 2 herein. “Properties” shall have the meaning set forth in Article 7(a) hereof. “Put Right” shall have the meaning set forth in the JV Agreement. “Tag-Along Right” shall have the meaning set forth in the JV Agreement. “Technology” shall mean any and all Intellectual Property owned or held by Licensor, from time to time, which Licensor has the right to license or sublicense to Licensee, that is used or useful in connection with the manufacture, packaging, production, distribution, sale, offer for sale, advertisement, promotion of or in relation to the Products, expressly excluding the Intellectual Property licensed to Licensor under the P&G License Agreement. “Termination Fee” shall have the meaning set forth in Article 11(a) hereof. “Territory” shall mean the territories set forth in Exhibit B. “Third-Party Sale” shall have the meaning set forth in the JV Agreement. “Trademarks” shall mean any and all trademarks, service marks, trade names, brand names, corporate names, domain names, URLs, logos and trade dress, together with the goodwill symbolized by any of the foregoing and all common law rights relating to any of the foregoing, owned or held by Licensor, from time to time, which Licensor has the right to license or sublicense to Licensee, that is used or useful in the manufacture, packaging, production, distribution, sale, offer for sale, advertisement, promotion or any other manner of use whatsoever on or in relation to the Products, expressly excluding any trademarks, service marks, trade names, brand names, corporate names, domain names, URLs, logos or trade dress licensed to Licensor under the P&G License Agreement. 14 THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. EXHIBIT J IN WITNESS WHEREOF, this Agreement has been executed as of the date first above written.
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