Confidential Proposed agreement for settlement purposes only - cannot be used for any other purposes.
SETTLEMENT AGREEMENT
By and Between:
Nocopi Technologies Inc., a corporation duly organized and existing under the laws of the State of Maryland,
U.S.A. with offices at Sugartown Square, 230 Sugartown Road, Wayne, PA 19087, USA,
herein referred to as [Nocopi]
and
Euro-Nocopi S.A. a corporation duly organized and existing under the laws of the Republic of France, with
offices at 30, rue Saint-Marc, 75002 Paris, France,
herein referred to as [Euro]
Whereas a dispute has arisen between Nocopi and Euro concerning the management and financial relationship
between the two companies, and in particular the monies that are due to Euro by Nocopi under a certain
Agreement (the [3M Agreement]) dated October 30, 1995 between Nocopi and the Identification and
Converter Systems Division of Minnesota Mining and Manufacturing company ([3M]), as well as concerning
certain inter-company accounts and other matters, and
Whereas by letter dated June 5, 1997, Nocopi and Euro entered into an understanding referred to as a standstill
agreement having as its purpose for the parties to agree to freeze all action or litigation pending the conducting of
negotiations between them in view of a settlement, and
Whereas Nocopi and Euro have mutually agreed to make concessions in order to arrive at a settlement of their
differences.
NOW THEREFORE IT HAS BEEN AGREED AS FOLLOWS:
Article 1: 3M Agreement
1-1 Nocopi agrees that Euro has a right to receive a proportionate share of any minimum royalties or
consideration or their equivalent which have been received by Nocopi as of this date or which may be received
by Nocopi in the future and in particular those payments due under paragraph 4.5.1 of the 3M Agreement.
1-2 Nocopi represents that since December 1, 1995, it has received payments under the 3M Agreement
representing minimum royalties, termination charges and label production payments. Since April 1, 1997,