UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): March 6, 2015
 
CARLISLE COMPANIES INCORPORATED
 (Exact name of registrant as specified in its charter)

Delaware	 	1—9278	 	31—1168055	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(IRS Employer
Identification No.)	

11605 North Community House Road, Suite 600
Charlotte, North Carolina	 	28277	
(Address of principal executive offices)	 	(Zip Code)	
 
Registrant’s telephone number, including area code: (704) 501-1100

N/A	
(Former name or former address, if changed since last report)	
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
Item 1.01.                                    Entry into a Material Definitive Agreement.
 
On October 7, 2014, Carlisle Companies Incorporated, a Delaware corporation, and Carlisle Fluid Technologies, Inc., a Delaware corporation and a wholly owned subsidiary of Carlisle Companies Incorporated (collectively, “Carlisle”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Graco Inc., a Minnesota corporation, and Finishing Brands Holdings Inc., a Minnesota corporation and a wholly owned subsidiary of Graco Inc. (collectively, “Graco”).  Pursuant to the Purchase Agreement, Carlisle, through certain of its subsidiaries, will acquire, for cash consideration of $590 million (subject to certain adjustments for the levels of cash, indebtedness and working capital at closing), the worldwide liquid finishing systems and products business which was acquired by Graco on April 2, 2012 pursuant to an Asset Purchase Agreement, dated as of April 14, 2011 (as subsequently amended, the “ITW Purchase Agreement”), between Graco and certain of its subsidiaries and Illinois Tool Works Inc. (“ITW”) and certain of its subsidiaries.
 
On March 6, 2015, Carlisle and Graco entered into an Amendment No. 1 to the Purchase Agreement (the “Amendment”).  The Amendment adds the definitions of Gema Powder Finishing Products and Liquid Finishing Business Products, amends certain other defined terms, and deletes defined terms that are not used in the Purchase Agreement following the Amendment.  The Amendment also amends pre-closing covenants concerning certain foreign governmental approvals and related closing conditions and closing procedures, amends post-closing covenants relating to confidentiality and covenants not to sue, and eliminates a covenant contained in the Purchase Agreement whereby Carlisle agreed, subject to certain exceptions for the sale of DeVilbiss and Ransburg powder finishing products, not to solicit (and to cause its affiliates not to solicit) customers of Graco’s powder finishing business for the sale of any product competitive with the powder finishing products offered by Graco’s powder finishing business for a period of 18 months following the closing of the transaction contemplated by the Purchase Agreement.  Further, the Amendment clarifies that the October 6, 2014 final Decision and Order of the Federal Trade Commission will govern the Purchase Agreement (as amended by the Amendment) and the ancillary agreements.  Through the Amendment, the parties also agreed to revise forms of certain ancillary agreements, including the license agreement (the “Cross License Agreement”) pursuant to which:  (a) Graco will license to Carlisle certain of the intellectual property it acquired from ITW pursuant to the ITW Purchase Agreement for the continued operation of the Liquid Finishing Business and (b) Carlisle will license to Graco certain of the intellectual property acquired in its acquisition of the Liquid Finishing Business for Graco’s use in its powder finishing business.  The amendments to the Cross License Agreement amend certain obligations of Carlisle to furnish a product list to Graco following the closing of the transaction contemplated by the Purchase Agreement (as amended).
 
A copy of the Amendment has been filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.  A copy of the form of the Cross License Agreement, as amended by the Amendment, has been filed as Exhibit 2.2 to this Current Report on Form 8-K and is incorporated herein by reference.  The foregoing descriptions of the agreements filed as exhibits to this Current Report on Form 8-K are qualified in their entirety by reference to the full text of such agreements.
 
Item 9.01                       Financial Statements and Exhibits.
 
(d)  Exhibits.

 	Exhibit
Number	 	Description	
 	2.1	 	Amendment No. 1 to Asset Purchase Agreement, dated March 6, 2015, between Carlisle Companies Incorporated, Carlisle Fluid Technologies, Inc., Graco Inc. and Finishing Brands Holdings Inc.*	
 
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 	2.2	 	Form of Cross License Agreement (as amended by the Amendment), among Carlisle Companies Incorporated, Carlisle Fluid Technologies, Inc., Finishing Brands Holdings Inc., Graco Inc. and Gema Switzerland GmbH*	

*            Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request.
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 9, 2015	 	
 	 	
 	CARLISLE COMPANIES INCORPORATED	
 	 	 	
 	By:	/s/ Steven J. Ford	
 	 	Steven J. Ford	
 	 	Vice President and Chief Financial Officer	
 
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EXHIBIT INDEX

Exhibit
Number	 	Description	
2.1	 	Amendment No. 1 to Asset Purchase Agreement, dated March 6, 2015, between Carlisle Companies Incorporated, Carlisle Fluid Technologies, Inc., Graco Inc. and Finishing Brands Holdings Inc.*	
2.2	 	Form of Cross License Agreement (as amended by the Amendment), among Carlisle Companies Incorporated, Carlisle Fluid Technologies, Inc., Finishing Brands Holdings Inc., Graco Inc. and Gema Switzerland GmbH*	

*            Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request.
 
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Exhibit 2.1
 
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
 
THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (including all schedules, exhibits and other agreements attached hereto or made a part hereof, this “ Amendment ”) is made and entered into as of March 6, 2015, by and among Carlisle Companies Incorporated, a Delaware corporation (“ Purchaser Parent ”), Carlisle Fluid Technologies, Inc., a Delaware corporation (“ US Purchaser ”), Graco Inc., a Minnesota corporation (“ Graco ”), and Finishing Brands Holdings Inc., a Minnesota corporation (“ Graco US Finishing Brands ”).
 
WITNESSETH:
 
WHEREAS, Purchaser Parent, US Purchaser, Graco and Graco US Finishing Brands are parties to that certain Asset Purchase Agreement, dated as of October 7, 2014 (the “ Asset Purchase Agreement ”); and
 
WHEREAS, the parties desire to amend the Asset Purchase Agreement as set forth in this Amendment.
 
NOW, THEREFORE, in consideration of the premises and the mutual representations, covenants and agreements hereinafter set forth, the adequacy and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
 
1.                                       Defined Terms .  All capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Asset Purchase Agreement.
 
2.                                       Incorporation by Reference .  The Asset Purchase Agreement is hereby specifically referred to and incorporated as a part of this Amendment.  In all respects, other than as specifically herein amended, the terms and conditions of the Asset Purchase Agreement shall continue in full force and effect.
 
3.                                       Definition of Business Intellectual Property .  The Asset Purchase Agreement is hereby amended by deleting in its entirety the definition of “Business Intellectual Property” contained in Article 1 of the Asset Purchase Agreement and replacing it with the following:
 
“ Business Intellectual Property ” means: (a) all Intellectual Property that is owned by any Asset Selling Subsidiary related to the Liquid Finishing Business (exclusive of the Stray Powder Business), including, but not limited to, any Intellectual Property owned by any Asset Selling Subsidiary related to the Liquid Finishing Business (exclusive of the Stray Powder Business) that is listed on Schedule 1.4 and any DeKups Intellectual Property that is owned by any Asset Selling Subsidiary; (b) all Intellectual Property that is owned by any Asset Selling Subsidiary and is necessary for making, having made, using, offering for sale, selling, importing or exporting DeVilbiss Powder Finishing Products, including, but not limited to, any such Intellectual Property owned by any Asset Selling Subsidiary that is listed on Schedule 1.4 ; (c) all Intellectual Property that is owned by any Asset Selling Subsidiary and is necessary for making, having made, using, offering for sale, selling, importing or exporting Ransburg Powder Finishing Products,

 
including, but not limited to, any such Intellectual Property owned by any Asset Selling Subsidiary that is listed on Schedule 1.4 and any Divested Stray Ransburg Powder IP that is owned by any Asset Selling Subsidiary; and (d) all Intellectual Property that is owned by any Acquired Subsidiary, including, but not limited to, any Intellectual Property owned by any Acquired Subsidiary that is listed on Schedule 1.4 , any DeKups Intellectual Property that is owned by any Acquired Subsidiary, any Divested Stray Ransburg Powder IP that is owned by any Acquired Subsidiary, and any Intellectual Property owned by any Acquired Subsidiary that is listed on Schedule 1.4 and necessary for making, having made, using, offering for sale, selling, importing or exporting DeVilbiss Powder Finishing Products; provided , however , that, notwithstanding the foregoing, Business Intellectual Property shall specifically exclude: (i) any and all Excluded Domain Names; (ii) any and all Retained Stray Ransburg Powder IP; (iii) any and all Intellectual Property related to the Powder Finishing Business, except to the extent that any such Intellectual Property is DeKups Intellectual Property, is set forth on Schedule 1.2(a)  or Schedule 1.4 or is ordered pursuant to the Final Order to be divested by Graco, in which case such Intellectual Property shall constitute Business Intellectual Property even if related to the Powder Finishing Business; and (iv) any and all Intellectual Property related to the Graco Liquid Finishing Business.
 
4.                                       Definition of Gema Powder Finishing Products .  The Asset Purchase Agreement is hereby further amended by inserting the following definition of “Gema Powder Finishing Products” in Article 1 of the Asset Purchase Agreement in such place so as to maintain the alphabetical order of the defined terms contained in Article 1 of the Asset Purchase Agreement:
 
“ Gema Powder Finishing Products ”  means the powder finishing systems and products (other than the powder finishing systems and products described in clauses (b)  and (c)  of the definition of Liquid Finishing Business Products) that were manufactured, sold or serviced by ITW Parent or any of its Affiliates prior to the consummation of the transactions contemplated by the ITW Purchase Agreement, including, but not limited to, powder finishing systems and products under the Gema trademarks or brand names that were manufactured, sold or serviced by ITW Parent or any of its Affiliates prior to the consummation of the transactions contemplated by the ITW Purchase Agreement, as well as any improvements or additions to the foregoing powder finishing systems and products that are specifically directed to developing, assembling, manufacturing, distributing, selling or servicing such powder finishing systems and products.
 
5.                                       Definition of Liquid Finishing Business Products .  The Asset Purchase Agreement is hereby further amended by inserting the following definition of “Liquid Finishing Business Products” in Article 1 of the Asset Purchase Agreement in such place so as to maintain the alphabetical order of the defined terms contained in Article 1 of the Asset Purchase Agreement:
 
“ Liquid Finishing Business Products ” means: (a) the liquid finishing systems and products that were manufactured, sold or serviced by ITW Parent or any of its Affiliates prior to the consummation of the transactions contemplated by the ITW Purchase Agreement, including, but not limited to, liquid finishing systems and products under the
 
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Binks, DeVilbiss, Ransburg and BGK trademarks or brand names that were manufactured, sold or serviced by ITW Parent or any of its Affiliates prior to the consummation of the transactions contemplated by the ITW Purchase Agreement, as well as any improvements or additions to the foregoing liquid finishing systems and products described in this clause (a)  that are specifically directed to developing, assembling, manufacturing, distributing, selling or servicing such liquid finishing systems and products; (b) the DeVilbiss Powder Finishing Products that were manufactured, sold or serviced by ITW Parent or any of its Affiliates prior to the consummation of the transactions contemplated by the ITW Purchase Agreement, any predecessor product to the foregoing products described in this clause (b) , and any pre-Closing improvements or additions to the foregoing products described in this clause (b)  to the extent not covered by any valid claim of any Acquired ITW Intellectual Property that is not Business Intellectual Property, including, but not limited to, Category 1 Graco Licensed Intellectual Property and Category 2 Graco Licensed Intellectual Property (in each case, as defined in the Cross License Agreement); and (c) the Ransburg Powder Finishing Products that were manufactured, sold or serviced by ITW Parent or any of its Affiliates prior to the consummation of the transactions contemplated by the ITW Purchase Agreement, any predecessor product to the foregoing products described in this clause (c) , any pre-Closing improvements or additions to the foregoing products described in this clause (c)  to the extent not covered by any valid claim of any Acquired ITW Intellectual Property that is not Business Intellectual Property, including, but not limited to, Category 1 Graco Licensed Intellectual Property and Category 2 Graco Licensed Intellectual Property (in each case, as defined in the Cross License Agreement), and any pre-Closing improvements or additions to any of the Ransburg Powder Finishing Products identified on Schedule 1.6(b)  that were manufactured, sold or serviced by the Stray Powder Business (whether as operated by ITW Parent or any of its Affiliates or by Graco or any of its Affiliates) prior to the Closing to the extent covered by a valid claim of U.S. Patent No. 6,562,138 or any continuations, divisionals, continuations-in-part, reissues, reexaminations or foreign counterparts of U.S. Patent No. 5,686,149 (which expired or was abandoned prior to the date hereof) but not to the extent covered by any valid claim of any other Acquired ITW Intellectual Property that is not Business Intellectual Property.
 
6.                                       Deletion of Certain Definitions .  The Asset Purchase Agreement is hereby further amended by deleting in their entirety the definitions of “Competitive Powder Finishing Product,” “DeVilbiss Powder Finishing Products Field of Use,” “Existing Powder Finishing Business Customer,” “Historical DeVilbiss Powder Finishing Products,” “Historical Gema Powder Finishing Products,” “Historical Liquid Finishing Products,” “Historical Ransburg Powder Finishing Products” and “Ransburg Powder Finishing Products Field of Use” contained in Article 1 of the Asset Purchase Agreement.
 
7.                                       Section 6.1(d) .  The Asset Purchase Agreement is hereby further amended by deleting in its entirety the language, “(including, but not limited, to the Final Order and the Hold Separate Trustee,” contained in the first sentence of Section 6.1(d) of the Asset Purchase Agreement and replacing it with the following: “(including, but not limited to, the Final Order) and the Hold Separate Trustee.”
 
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8.                                       Section 6.1(j)(ii) .  The Asset Purchase Agreement is hereby further amended by deleting in its entirety Section 6.1(j)(ii) of the Asset Purchase Agreement and replacing it with the following:
 
(ii)                                   As soon as reasonably practicable following the date hereof, (1) Purchaser Parent will notify Graco of the identity of each Subsidiary of Purchaser Parent that will execute a Non-U.S. Subsidiary Purchase Agreement.  Graco shall, and shall cause the Subsidiary Sellers to, duly execute and deliver, and Purchaser Parent shall, and shall cause its applicable Subsidiaries (whether existing as of the date hereof or formed after the date hereof) to, duly execute and deliver, the Non-U.S. Subsidiary Purchase Agreements at Closing, or in the case of Graco China Finishing Brands, as soon as reasonably practicable following the date hereof to facilitate the government approval necessary to transfer the shares of Graco China Finishing Brands.  In the event that the government approval necessary to transfer the shares of Graco China Finishing Brands has not been secured, and the applicable Governmental Authority(ies) responsible for making the determination in respect of such government approval has not delivered a final written rejection of such transfer, and all other conditions set forth in Sections 7.1 and 7.2 (other than such conditions set forth in Sections 7.1 and 7.2 relating to the government approval necessary to transfer the shares of Graco China Finishing Brands and other than conditions set forth in Sections 7.1 and 7.2 with respect to actions that are to be taken at the Closing) have been waived or satisfied, the parties hereto shall nevertheless cause the Closing to occur and: (A) at the Closing, the parties hereto shall cause the applicable Seller and Purchaser under the Non-U.S. Subsidiary Purchase Agreement pursuant to which the shares of Graco China Finishing Brands are to be purchased and sold, to enter into a Beneficial Interest and Control Agreement, in form and substance reasonably satisfactory to Graco and Purchaser Parent, pursuant to which such applicable Seller and Purchaser agree (among other things) that, until such time as the government approval necessary to transfer the shares of Graco China Finishing Brands has been obtained, the business of Graco China Finishing Brands shall be operated for the benefit and burden of such applicable Purchaser, and such applicable Purchaser shall be entitled to control and direct all operations of Graco China Finishing Brands; and (B) notwithstanding anything to the contrary contained in this Agreement, the effectiveness of any representation, warranty, covenant or other agreement contained in this Agreement in respect of the shares of Graco China Finishing Brands (whether as an Acquired Asset or otherwise) shall be deemed to be suspended and of no effect from the Closing Date until such time as the government approval necessary to transfer the shares of Graco China Finishing Brands has been obtained and the actual transfer of the shares of Graco China Finishing Brands to the applicable Purchaser under the applicable Non-U.S. Subsidiary Purchase Agreement has occurred.  Each Subsidiary of Purchaser Parent that executes a Non-U.S. Subsidiary Purchase Agreement shall be deemed to be a Purchaser for all purposes under this Agreement (including for purposes of the representations and warranties set forth in Article 5 ), and, if such Subsidiary is formed after the date hereof, such Subsidiary shall nonetheless be deemed to be and shall be a Purchaser for all purposes under this Agreement as if such Subsidiary existed as of the date hereof.
 
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9.                                       Section 6.2(d)(iii) .  The Asset Purchase Agreement is hereby further amended by deleting in its entirety the following sentence contained in Section 6.2(d)(iii) of the Asset Purchase Agreement: “In addition, Graco has informed Purchaser Parent and US Purchaser that certain Employees may be aware of information concerning the Powder Finishing Business due to the integration of portions of the Liquid Finishing Business with the Powder Finishing Business prior to the consummation of the transactions contemplated by the ITW Purchase Agreement (which information, for the avoidance of doubt, constitutes Graco Confidential Information); in connection therewith, Purchaser Parent and US Purchaser hereby agree to cause the Liquid Finishing Business not to exploit intentionally such information (A) for the commercial benefit of the Liquid Finishing Business or, (B) in connection with the discharge of any such Employee’s duties as an employee of the Liquid Finishing Business, to the commercial detriment of the Powder Finishing Business, in each case, during such five-year period, and Graco agrees that the awareness of such information by such Employees (without any intentional exploitation of such information in violation of the foregoing terms and conditions) shall not prevent, in any manner, the Liquid Finishing Business from competing with the Powder Finishing Business after the 18-month anniversary of the Closing.”
 
10.                                Section 6.2(f) .  The Asset Purchase Agreement is hereby further amended by:
 
(a)                                  deleting in its entirety the heading to Section 6.2(f) and replacing it with the following: “ Non-Solicitation/Hiring of Powder Finishing Business Employees ”;
 
(b)                                  deleting in its entirety Section 6.2(f)(i) of the Asset Purchase Agreement;
 
(c)                                   deleting the word, “further,” in the language, “Purchaser Parent and US Purchaser further agree,” contained in the first sentence of Section 6.2(f)(ii) of the Asset Purchase Agreement; and
 
(d)                                  re-numbering Section 6.2(f)(ii) of the Asset Purchase Agreement as Section 6.2(f)(i), and re-numbering Section 6.2(f)(iii) of the Asset Purchase Agreement as Section 6.2(f)(ii).
 
11.                                Section 6.2(g) .  The Asset Purchase Agreement is hereby further amended by deleting in its entirety Section 6.2(g) of the Asset Purchase Agreement and replacing it with the following:
 
(g)                                   Covenants Not to Sue .
 
(i)                                      From and after, and conditioned upon, the Closing, Graco, on behalf of itself and its Affiliates (whether or not presently existing, and including Sellers): (A) covenants not to join, file, prosecute or maintain any suit, in law or equity, or take any administrative action, either directly or indirectly through a third party, against Purchasers, Purchaser Parent, US Purchaser and their respective Affiliates (whether or not presently existing), integrators, distributors, licensees, manufacturers and customers, on the grounds that the research, development, manufacture, use, importation, exportation, distribution, offer to sell or sale, prior to the Closing Date of any Liquid Finishing Business Products, infringes any Acquired ITW Intellectual Property that is not
 
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Business Intellectual Property; (B) covenants not to join, file, prosecute or maintain any suit, in law or equity, or take any administrative action, either directly or indirectly through a third party, against Purchasers, Purchaser Parent, US Purchaser and their respective Affiliates (whether or not presently existing), integrators, distributors, licensees, manufacturers and customers, on the grounds that the research, development, manufacture, use, importation, exportation, distribution, offer to sell or sale, after the Closing Date, (1) of any Liquid Finishing Business Products described in clause (a)  of the definition of Liquid Finishing Business Products anywhere in the world, infringes any Acquired ITW Intellectual Property that is not Business Intellectual Property, (2) of any Liquid Finishing Business Products described in clause (b)  of the definition of Liquid Finishing Business Products anywhere in South America, infringes any Acquired ITW Intellectual Property that is not Business Intellectual Property, or (3) of any Liquid Finishing Business Products described in clause (c)  of the definition of Liquid Finishing Business Products in the transportation and related supply chain markets, infringes any Acquired ITW Intellectual Property that is not Business Intellectual Property; (C) covenants not to assert, directly or indirectly through a third party, against Purchasers, Purchaser Parent, US Purchaser and their respective Affiliates (whether or not presently existing) and any successors or assigns of the foregoing, any rights in any Acquired Intellectual Property that is not Business Intellectual Property if such assertion would interfere with the freedom of Purchasers, Purchaser Parent, US Purchaser or any of their respective Affiliates (whether or not presently existing) or any successor or assign of the foregoing, to practice in the research, development, manufacture, use, importation, export, distribution, offer to sell or sale (1) of any Liquid Finishing Business Products described in clause (a)  of the definition of Liquid Finishing Business Products anywhere in the world, (2) of any Liquid Finishing Business Products described in clause (b)  of the definition of Liquid Finishing Business Products anywhere in South America, or (3) of any Liquid Finishing Business Products described in clause (c)  of the definition of Liquid Finishing Business Products in the transportation and related supply chain markets; and (D) covenants not to seek to challenge or invalidate any of the Business Intellectual Property in a civil action or administrative proceeding.  For purposes hereof, “Acquired ITW Intellectual Property” means any and all Intellectual Property that was acquired by Graco and its Affiliates from ITW Parent and its Affiliates in connection with the transactions contemplated by the ITW Purchase Agreement and, immediately prior to the Closing, is an asset of Graco or an Affiliate of Graco.
 
(ii)                                   From and after, and conditioned upon, the Closing, Purchaser Parent, on behalf of itself and its Affiliates (whether or not presently existing, and including Purchasers): (A) covenants not to join, file, prosecute or maintain any suit, in law or equity, or take any administrative action, either directly or indirectly through a third party, against Graco, Sellers, Graco US Finishing Brands and their respective Affiliates (whether or not presently existing), integrators, distributors, licensees, manufacturers and customers, on the grounds that the research, development, manufacture, use, importation, exportation, distribution, offer to sell or sale of any Gema Powder Finishing Products anywhere in the world, infringes any of the Acquired ITW Intellectual Property that is Business Intellectual Property; (B) covenants not to assert, directly or indirectly through a third party, against Graco, Sellers, Graco US Finishing Brands and their respective Affiliates (whether or not presently existing) and any
 
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successors or assigns of the foregoing, any rights in any Acquired Intellectual Property that is Business Intellectual Property if such assertion would interfere with the freedom of Graco, Sellers, Graco US Finishing Brands or any of their respective Affiliates (whether or not presently existing) or any successor or assign of the foregoing, to practice in the research, development, manufacture, use, importation, export, distribution, offer to sell or sale of any Gema Powder Finishing Products; and (C) covenants not to seek to challenge or invalidate any of the Acquired ITW Intellectual Property that is not Business Intellectual Property in a civil action or administrative proceeding.
 
12.                                Section 7.1(d) .  The Asset Purchase Agreement is hereby further amended by deleting in its entirety Section 7.1(d) of the Asset Purchase Agreement and replacing it with the following:
 
(d)                                  Approvals; Absence of Certain Legal Proceedings .  Subject to Section 6.1(j)(ii)  in respect of the approval of any Governmental Authority that is necessary for the transfer of the shares of Graco China Finishing Brands, the parties shall have received all approvals, authorizations, and consents of all Governmental Authorities required in connection with the consummation of the transactions contemplated by this Agreement and any waiting period under non-U.S. antitrust or competition laws applicable to the transactions contemplated hereby shall have expired or shall have been duly terminated, and all approvals and clearances required under U.S. and non-U.S. antitrust or competition laws applicable to the transactions contemplated hereby shall have been received.  No suit or other legal proceeding shall be pending or shall have been commenced that seeks to restrict or prohibit the transactions contemplated by this Agreement.
 
13.                                Section 7.2(c) .  The Asset Purchase Agreement is hereby further amended by deleting in its entirety Section 7.2(c) of the Asset Purchase Agreement and replacing it with the following:
 
(c)                                   Approvals; Absence of Certain Legal Proceedings .  Subject to Section 6.1(j)(ii)  in respect of the approval of any Governmental Authority that is necessary for the transfer of the shares of Graco China Finishing Brands, the parties shall have received all approvals, authorizations, and consents of all Governmental Authorities required in connection with the consummation of the transactions contemplated by this Agreement and any waiting period under non-U.S. antitrust or competition laws applicable to the transactions contemplated by hereby shall have expired or shall have been duly terminated, and all approvals and clearances required under U.S. and non-U.S. antitrust or competition laws applicable to the transactions contemplated hereby shall have been received.  No suit or other legal proceeding shall be pending or shall have been commenced that seeks to restrict or prohibit the transactions contemplated by this Agreement.
 
14.                                Section 9.1(a) .  The Asset Purchase Agreement is hereby further amended by:
 
(a)                                  inserting the word, “or,” following the semi-colon at the end of Section 9.1(a)(vi) of the Asset Purchase Agreement;
 
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(b)                                  deleting in its entirety Section 9.1(a)(vii) of the Asset Purchase Agreement; and
 
(c)                                   re-numbering Section 9.1(a)(viii) of the Asset Purchase Agreement as Section 9.1(a)(vii).
 
15.                                Section 9.1(b) .  The Asset Purchase Agreement is hereby further amended by deleting in their entirety each reference to the language, “ Section 9.1(a)(ii) , (iii) , (iv) , (v) , (vi) , (vii)  or (viii) ,” contained in Section 9.1(b) of the Asset Purchase Agreement and replacing each such reference with the following: “ Section 9.1(a)(ii) , (iii) , (iv) , (v) , (vi)  or (vii) .”
 
16.                                Section 9.10 .  The Asset Purchase Agreement is hereby further amended by deleting in its entirety Section 9.10 of the Asset Purchase Agreement and replacing it with the following:
 
9.10                         No Third-Party Rights; Interplay with Final Order .
 
(a)                                  No Third-Party Rights; Effect of Non-Compliance .  Except as expressly contemplated by this Agreement, nothing in this Agreement is intended, nor may be construed, to confer upon or give any Person, other than the parties hereto and the Persons entitled to indemnification under Article 8 , any rights or remedies under or by reason of this Agreement.  Notwithstanding the foregoing, Graco affirms that this Agreement, upon the approval of the FTC, shall constitute the Divestiture Agreement under and as defined in the Final Order and, as provided in the Final Order, Graco’s failure to comply with the terms of this Agreement shall constitute Graco’s failure to comply with the Final Order.
 
(b)                                  Incorporation of Final Order and Supremacy .  The terms and requirements of the Final Order shall govern this Agreement and the Ancillary Agreements and, to the extent they pertain to this Agreement or an Ancillary Agreement, as the case may be, or its terms and provisions, are hereby deemed incorporated by reference herein. The parties further agree that neither this Agreement nor any Ancillary Agreement shall limit or contradict, or be construed to limit or contradict, the terms of the Final Order, it being understood that nothing in the Final Order shall be construed to reduce any rights or benefits of the Commission-approved Acquirer (as defined in the Final Order) or to reduce any obligations of Graco or Graco US Finishing Brands under this Agreement.
 
17.                                Elimination of Schedule 1.6(a) .  The Asset Purchase Agreement is hereby further amended by deleting in its entirety Schedule 1.6(a) to the Asset Purchase Agreement.
 
18.                                Exhibit B — Mutual Transition Services Agreement .  The Asset Purchase Agreement is hereby further amended by deleting in its entirety the form of Mutual Transition Services Agreement attached as Exhibit B to the Asset Purchase Agreement and replacing it with the form of Mutual Transition Services Agreement attached as Schedule I hereto.
 
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19.                                Exhibit C — Cross License Agreement .  The Asset Purchase Agreement is hereby further amended by deleting in its entirety the form of Cross License Agreement attached as Exhibit C to the Asset Purchase Agreement and replacing it with the form of Cross License Agreement attached as Schedule II hereto.
 
20.                                Miscellaneous .  This Amendment will be construed under and governed by the laws of the State of Delaware without regard to the conflicts of law principles of any jurisdiction.  This Amendment may be executed in any number of counterparts and delivered via facsimile or other form of electronic transmission (including pdf. transmission), each of which will be deemed an original and all of which will constitute one agreement.
 
*   *   *   *   *
 
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IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 1 to Asset Purchase Agreement as of the date first written above.

 	CARLISLE COMPANIES INCORPORATED	

 	/s/ Kevin P. Zdimal	
 	Name:	Kevin P. Zdimal	
 	Its:	Vice President and Chief Accounting Officer	

 	CARLISLE FLUID TECHNOLOGIES, INC.	

 	/s/ Kevin P. Zdimal	
 	Name:	Kevin P. Zdimal	
 	Its:	Treasurer	

 	GRACO INC.	

 	/s/ Patrick J. McHale	
 	Name:	Patrick J. McHale	
 	Its:	President and Chief Executive Officer	

 	FINISHING BRANDS HOLDINGS INC.	

 	/s/ James A. Graner	
 	Name:	James A. Graner	
 	Its:	President	

Exhibit 2.2
 
LICENSE AGREEMENT
 
This License Agreement (this “Agreement”) is entered into on                               , 201 [ · ] (the “Effective Date”), by and among Finishing Brands Holdings Inc., a Minnesota corporation (“Finishing Brands”), Graco Inc., a Minnesota corporation (“Graco”), Gema Switzerland GmbH, a company organized under the laws of Switzerland (“Gema”; and, together with Finishing Brands and Graco, the “Graco Entities”), Carlisle Companies Incorporated, a Delaware corporation (“Carlisle”), and Carlisle Fluid Technologies, Inc., a Delaware corporation (“US Purchaser”; and, together with Carlisle, the “Carlisle Entities”).
 
BACKGROUND
 
A.                                     Carlisle, US Purchaser, Graco and Finishing Brands are parties to a certain Asset Purchase Agreement, dated as of October 7, 2014 (the “Purchase Agreement”), and the execution and delivery of this Agreement (which is the Cross License Agreement under and as defined in the Purchase Agreement) is a condition to the consummation of the transactions contemplated by the Purchase Agreement.
 
B.                                     Capitalized terms used but not defined herein shall have the meanings assigned to them in the Purchase Agreement.
 
C.                                     One or more of the Graco Entities is, and following the Effective Date shall continue to be, the owner of that Intellectual Property set forth on Exhibit A hereto (the Intellectual Property set forth on Exhibit A hereto being the “Graco Licensed Intellectual Property”).
 
D.                                     Following the Effective Date and as a result of the consummation of the transactions contemplated by the Purchase Agreement, one or more of the Carlisle Entities shall be the owner of that Intellectual Property set forth on Exhibit B hereto (the Intellectual Property set forth on Exhibit B hereto being the “Carlisle Licensed-Back Intellectual Property”).
 
E.                                      The Graco Entities desire to license the Graco Licensed Intellectual Property to the Carlisle Entities, and the Carlisle Entities desire to license the Carlisle Licensed-Back Intellectual Property to the Graco Entities, in each case upon the terms and subject to the conditions of this Agreement.
 
NOW, THEREFORE, in consideration of the above premises, and the mutual covenants of the parties to be faithfully performed, the parties hereto, intending to be legally bound, agree as follows:
 
1.                                       DEFINITIONS
 
In addition to the terms defined above and elsewhere in this Agreement, as used in this Agreement:

 
1.1                                “Active Category 2 Graco Licensed Intellectual Property” means that Category 2 Graco Licensed Intellectual Property which is identified as Active Category 2 Graco Licensed Intellectual Property on Exhibit A hereto.
 
1.2                                “Category 1 Graco Licensed Intellectual Property” means that Graco Licensed Intellectual Property which is identified as Category 1 Graco Licensed Intellectual Property on Exhibit A hereto.
 
1.3                                “Category 2 Graco Licensed Intellectual Property” means that Graco Licensed Intellectual Property which is identified as Category 2 Graco Licensed Intellectual Property on Exhibit A hereto.  Category 2 Graco Licensed Intellectual Property is comprised of Active Category 2 Graco Licensed Intellectual Property and Inactive Category 2 Graco Licensed Intellectual Property.
 
1.4                                “Inactive Category 2 Graco Licensed Intellectual Property” means that Category 2 Graco Licensed Intellectual Property which is identified as Inactive Category 2 Graco Licensed Intellectual Property on Exhibit A hereto.
 
1.5                                “Term” shall mean the period from the Effective Date through the date upon which the last patent, including reissues and extensions thereof, included in the Graco Licensed Intellectual Property and the Carlisle Licensed-Back Intellectual Property expires.
 
In addition, as indicated in the Background, capitalized terms used but not defined herein shall have the meanings assigned to them in the Purchase Agreement, which defined terms are hereby incorporated by reference herein.
 
2.                                       LICENSES AND COVENANTS NOT TO SUE
 
2.1                                Grant of License by the Graco Entities to the Carlisle Entities .
 
2.1.1                      In consideration for the covenants contained in this Agreement, and in further consideration of the consummation of the transactions contemplated by the Purchase Agreement, the Graco Entities hereby grant to the Carlisle Entities an exclusive (except as to the Graco Entities and any Person(s) to whom or which the Graco Entities license the Category 1 Graco Licensed Intellectual Property for purposes of having any apparatus or method within the scope of the Category 1 Graco Licensed Intellectual Property manufactured on behalf of the Graco Entities), sublicenseable, irrevocable, noncancelable, fully paid-up, royalty-free, worldwide license for the Term (the “Category 1 Graco License”), to use the Category 1 Graco Licensed Intellectual Property to research, develop, make, have made, use, import, export, distribute, offer to sell and sell Liquid Finishing Business Products.  The Category 1 Graco License shall be non-transferable and non-assignable without Graco’s prior written consent, which consent shall not be unreasonably withheld; provided , however , that the Carlisle Entities may,

 
without Graco’s prior written consent, assign or transfer the Category 1 Graco License to another entity within Carlisle’s corporate family or to a purchaser of all or substantially all of the Liquid Finishing Business if, as a condition thereto, the assignee or transferee agrees in writing to be bound by all of the Carlisle Entities’ obligations hereunder in respect of the Category 1 Graco License.
 
2.1.2                      In further consideration for the covenants contained in this Agreement, and in further consideration of the consummation of the transactions contemplated by the Purchase Agreement, the Graco Entities hereby grant to the Carlisle Entities a non-exclusive, irrevocable, noncancelable, fully paid-up, royalty-free, worldwide license for the Term (the “Category 2 Graco License”) to use the Category 2 Graco Licensed Intellectual Property to research, develop, make, have made, use, import, export, distribute, offer to sell and sell Liquid Finishing Business Products.  The Category 2 Graco License shall be non-transferable and non-assignable without Graco’s prior written consent, which consent shall not be unreasonably withheld; provided , however , that the Carlisle Entities may, without Graco’s prior written consent, assign or transfer the Category 2 Graco License to another entity within Carlisle’s corporate family or to a purchaser of all or substantially all of the Liquid Finishing Business if, as a condition thereto, the assignee or transferee agrees in writing to be bound by all of the Carlisle Entities’ obligations hereunder in respect of the Category 2 Graco License.  The Category 2 Graco License shall be non-sublicensable; provided , however , that the Carlisle Entities may sublicense the Category 2 Graco License for purposes of having a third party manufacture Liquid Finishing Business Products on behalf of the Carlisle Entities, subject to the terms, conditions and limitations of the Category 2 Graco License.
 
2.1.3                      The Graco Entities shall promptly notify Carlisle of any infringement or potential infringement of the Graco Licensed Intellectual Property that may come to the attention of the Graco Entities, and the Carlisle Entities shall promptly notify Graco of any infringement or potential infringement of the Graco Licensed Intellectual Property that may come to the attention of the Carlisle Entities.  The Carlisle Entities shall have the sole initial right (but not the obligation), at their own expense and sole discretion, to bring any legal action against Persons infringing the Category 1 Graco Licensed Intellectual Property.  The Graco Entities may (but shall not be obligated to), at their own expense and sole discretion, bring any legal action against Persons infringing the Category 1 Graco Licensed Intellectual Property that the Carlisle Entities do not pursue.  The Graco Entities shall have the sole right (but not the obligation), at their own expense and sole discretion, to bring any legal action against Persons infringing the Category 2 Graco Licensed Intellectual Property.  The Carlisle Entities shall not have the right to sue any Person under the Category 2 Graco Licensed Intellectual Property unless consented to in writing by Graco.  If the Graco Entities bring any

 
enforcement action in accordance with this Section 2.1.3, the Graco Entities shall be entitled to the full amount of any settlement or judgment resulting from such enforcement action.  If the Carlisle Entities bring any such enforcement action in accordance with this Section 2.1.3, the Carlisle Entities shall be entitled to the full amount of any settlement or judgment resulting from such enforcement action.  The Graco Entities and the Carlisle Entities agree not to challenge, or to assist any other Person in challenging, the validity or enforceability of any of the Graco Licensed Intellectual Property.
 
2.1.4                      The parties shall reasonably cooperate with each other in any intellectual property litigation regarding the Graco Licensed Intellectual Property.
 
2.1.5                      Within sixty (60) days of the Effective Date, Carlisle shall deliver to Graco a writing that identifies (by specific product), to Carlisle’s knowledge after making reasonable inquiry with the Liquid Finishing Business, all Liquid Finishing Business Products in which Active Category 2 Graco Licensed Intellectual Property was used to research, develop, make, have made, use, import, export, distribute, offer to sell and sell such Liquid Finishing Business Products.  In the event that Carlisle from time to time becomes aware of any inaccuracy in such writing following delivery thereof to Graco, Carlisle shall with reasonable promptness notify Graco of such inaccuracy and correct same.  For the avoidance of doubt, the inclusion of any Intellectual Property among the Active Category 2 Graco Licensed Intellectual Property does not constitute a concession by the Graco Entities that such Intellectual Property was used to research, develop, make, have made, use, import, export, distribute, offer to sell or sell any Liquid Finishing Business Product.
 
2.1.6                      The Graco Entities represent and warrant that: (i) the Graco Entities have the exclusive right to license the Category 1 Graco Licensed Intellectual Property and the Active Category 2 Graco Licensed Intellectual Property to the Carlisle Entities; (ii) the Graco Entities have the necessary rights, powers, and authority to enter into this Agreement; and (iii) this Agreement has been duly and validly executed and delivered by the Graco Entities.  Notwithstanding anything herein to the contrary, the Graco Entities make no representations or warranties with respect to the Inactive Category 2 Graco Licensed Intellectual Property, including, but not limited to, what rights (if any) might be associated with the Inactive Category 2 Graco Licensed Intellectual Property.
 
2.1.7                      The Graco Entities covenant and agree that the Graco Entities shall, at the Graco Entities’ expense: (a) take such action as is reasonably necessary to prosecute any patent applications included in the Category 1 Graco Licensed Intellectual Property and Active Category 2 Graco Licensed Intellectual Property; and (b) take such action as is reasonably necessary to maintain the

 
validity and enforceability of each issued patent included in the Category 1 Graco Licensed Intellectual Property and Active Category 2 Graco Licensed Intellectual Property (including each issued patent resulting from any patent application included in the Category 1 Graco Licensed Intellectual Property or Active Category 2 Graco Licensed Intellectual Property), including, but not limited to, the payment of all fees and annuities related to each such issued patent.  The Graco Entities’ obligations under this Section 2.1.7 shall, as to each issued patent included in the Category 1 Graco Licensed Intellectual Property and Active Category 2 Graco Licensed Intellectual Property (including any issued patent resulting from any patent application included in the Category 1 Graco Licensed Intellectual Property or Active Category 2 Graco Licensed Intellectual Property), expire upon the expiration of each such patent.
 
2.2                                Grant of License by the Carlisle Entities to the Graco Entities .
 
2.2.1                      In consideration for the covenants contained in this Agreement, and in further consideration of the consummation of the transactions contemplated by the Purchase Agreement, the Carlisle Entities hereby grant to the Graco Entities an exclusive (except as to the Carlisle Entities and any Person(s) to whom or which the Carlisle Entities license the Carlisle Licensed-Back Intellectual Property for purposes of having any apparatus or method within the scope of the Carlisle Licensed-Back Intellectual Property manufactured on behalf of the Carlisle Entities), sublicenseable, irrevocable, noncancelable, fully paid-up, royalty-free, worldwide license for the Term (the “Carlisle License-Back”), to use the Carlisle Licensed-Back Intellectual Property to research, develop, make, have made, use, import, export, distribute, offer to sell and sell any powder finishing apparatus or method within the scope of the Carlisle Licensed Back Intellectual Property.  The Carlisle License-Back shall be non-transferable and non-assignable without Carlisle’s prior written consent, which consent shall not be unreasonably withheld; provided , however , that the Graco Entities may, without Carlisle’s prior written consent, assign or transfer the Carlisle License-Back to another entity within Graco’s corporate family or to a purchaser of all or substantially all of the Powder Finishing Business if, as a condition thereto, the assignee or transferee agrees in writing to be bound by all of the Graco Entities’ obligations hereunder in respect of the Carlisle License-Back.
 
2.2.2                      The Carlisle Entities shall promptly notify Graco of any infringement or potential infringement of the Carlisle Licensed-Back Intellectual Property that may come to the attention of the Carlisle Entities, and the Graco Entities shall promptly notify Carlisle of any infringement or potential infringement of the Carlisle Licensed-Back Intellectual Property that may come to the attention of the Graco Entities.  The Graco Entities shall have the sole initial right (but not the obligation), at their own expense and sole discretion, to bring any legal action against Persons infringing the Carlisle Licensed-Back

 
Intellectual Property.  The Carlisle Entities may (but shall not be obligated to), at their own expense and sole discretion, bring any legal action against Persons infringing the Carlisle Licensed-Back Intellectual Property that the Graco Entities do not pursue.  If the Graco Entities bring any enforcement action in accordance with this Section 2.2.2, the Graco Entities shall be entitled to the full amount of any settlement or judgment resulting from such enforcement action.  If the Carlisle Entities bring any such enforcement action in accordance with this Section 2.2.2, the Carlisle Entities shall be entitled to the full amount of any settlement or judgment resulting from such enforcement action.  The Carlisle Entities and the Graco Entities agree not to challenge, or to assist any other Person in challenging, the validity or enforceability of any of the Carlisle Licensed-Back Intellectual Property.
 
2.2.3                      The parties shall reasonably cooperate with each other in any intellectual property litigation regarding the Carlisle Licensed-Back Intellectual Property.
 
2.2.4                      The Carlisle Entities represent and warrant that: (i) subject to the accuracy of the representations and warranties of Graco contained in the Purchase Agreement, the Carlisle Entities have the exclusive right to license the Carlisle Licensed-Back Intellectual Property to the Graco Entities; (ii) the Carlisle Entities have the necessary rights, powers, and authority to enter into this Agreement; and (iii) this Agreement has been duly and validly executed and delivered by the Carlisle Entities.
 
2.2.5                      The Carlisle Entities covenant and agree that the Carlisle Entities shall, at the Carlisle Entities’ expense, take such action as is reasonably necessary to maintain the validity and enforceability of each issued patent included in the Carlisle Licensed-Back Intellectual Property, including, but not limited to, the payment of all fees and annuities related to each such issued patent.  The Carlisle Entities’ obligations under this Section 2.2.5 shall, as to each issued patent included in the Carlisle Licensed-Back Intellectual Property, expire upon the expiration of each such patent.
 
3.                                       SUCCESSORS AND ASSIGNS
 
3.1                                All rights and obligations of this Agreement shall be binding upon and inure to the benefit of all permitted successors and assigns of each of the parties hereto.
 
4.                                       MISCELLANEOUS
 
4.1                                Sublicensing.
 
4.1.1                      The Carlisle Entities shall be responsible for the performance of all sublicensees of the Category 1 Graco License and the Category 2 Graco License as if such performance were carried out by the Carlisle Entities

 
themselves, regardless as to the terms of any sublicense agreement.  Accordingly, the Carlisle Entities shall be responsible for the performance by any sublicensee of the Category 1 Graco License or the Category 2 Graco License and shall cause any such sublicensee to comply with the provisions of this Agreement in connection with such performance as if any such sublicensee were a party hereto.  Each sublicense agreement in respect of the Category 1 Graco License or the Category 2 Graco License shall name the Graco Entities as third party beneficiaries, and all rights of any sublicenseee of the Category 1 Graco License or the Category 2 Graco License shall terminate when the Carlisle Entities’ rights under the Category 1 Graco License or the Category 2 Graco License, as applicable, terminate.
 
4.1.2                      The Graco Entities shall be responsible for the performance of all sublicensees of the Carlisle License-Back as if such performance were carried out by the Graco Entities themselves, regardless as to the terms of any sublicense agreement.  Accordingly, the Graco Entities shall be responsible for the performance by any sublicensee of the Carlisle License-Back and shall cause any such sublicensee to comply with the provisions of this Agreement in connection with such performance as if any such sublicensee were a party hereto.  Each sublicense agreement in respect of the Carlisle License-Back shall name the Carlisle Entities as third party beneficiaries, and all rights of any sublicenseee of the Carlisle License-Back shall terminate when the Graco Entities’ rights under the Carlisle License-Back terminate.
 
4.2                                Non-Agency .  Nothing in this Agreement is intended or shall be deemed to constitute a partnership, agency, employer-employee, or joint venture relationship between the Graco Entities, on the one hand, and the Carlisle Entities, on the other hand.  The Graco Entities, on the one hand, and the Carlisle Entities, on the other hand, shall not incur any debts or make any commitments for the other.
 
4.3                                Entire Agreement, Amendments, and Waivers .  This Agreement (together with the Purchase Agreement) constitutes and contains the entire agreement among the parties relating to the subject matter herein, and supersedes any and all prior negotiations, conversations, correspondence, understandings, and letters respecting the subject matter hereof.  This Agreement may be amended or modified or one or more provisions hereof waived only by a written instrument signed by all of the parties.
 
4.4                                Execution.  This Agreement will not be binding upon the parties until it has been signed below on behalf of each party by a duly authorized representative.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 
4.5                                Severability and Captions .  If one or more provisions of this Agreement are held to be invalid or unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded.  In the event a part or provision of this Agreement is held to be invalid or unenforceable or in conflict with law for any reason, the parties shall replace any invalid part or provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.  The captions to this Agreement are for convenience only and are to be of no force or effect in construing and interpreting the provisions of this Agreement.
 
4.6                                Governing Law and Consent to Jurisdiction .  This Agreement shall be governed by and construed under applicable federal law and the laws of the State of Delaware, excluding any conflict of law provisions.  Each party hereto irrevocably consents to the exclusive jurisdiction of any Delaware state or federal court over any suit, action, or proceeding arising out of or relating to this Agreement.
 
4.7                                Notices .  Any notice required or permitted under this Agreement shall be given in writing and shall be sent via overnight carrier, or via facsimile and regular mail: (i) in the case of the Carlisle Entities, to Carlisle at the address identified pursuant to Section 9.4 of the Purchase Agreement; and (ii) in the case of the Graco Entities, to Graco at the address identified pursuant to Section 9.4 of the Purchase Agreement.
 
4.8                                Language .  The contract language between the parties shall be English.

 
IN WITNESS WHEREOF , the parties have executed this License Agreement as of the date first set forth above.

GRACO ENTITIES:	 	CARLISLE ENTITIES:	

GRACO INC.	 	CARLISLE COMPANIES INCORPORATED	

 	 	 	
By:	 	 	By:	 	
Its:	 	 	Its:	 	

FINISHING BRANDS HOLDINGS INC.	 	CARLISLE FLUID TECHNOLOGIES, INC.	

 	 	 	
By:	 	 	By:	 	
Its:	 	 	Its:	 	

GEMA SWITZERLAND GmbH	 	 	

 	 	 	
By:	 	 	 	
Its:	 	 	 	

 
EXHIBIT A
 
Graco Licensed Intellectual Property
 
The following Graco Licensed Intellectual Property constitutes “Category 1 Graco Licensed Intellectual Property”:
 
1.               U.S. Patent No. 7,478,763, entitled “Spray Coating Device for Spraying Coating Material, in Particular Coating Powder,” as well as any and all continuations, divisionals, continuations-in-part, reissues, reexaminations, and foreign counterparts thereof.
 
2.               Drawing package for RPAA-01.
 
The following Graco Licensed Intellectual Property constitutes “Category 2 Graco Licensed Intellectual Property,” which is further comprised of “Active Category 2 Graco Licensed Intellectual Property” and “Inactive Category 2 Graco Licensed Intellectual Property”:
 
Active Category 2 Graco Licensed Intellectual Property
 
1.               U.S. Patent No. 6,557,789, entitled “Manual Spray Coating Gun,” as well as any and all continuations, divisionals, continuations-in-part, reissues, reexaminations, and foreign counterparts thereof.
 
2.               U.S. Patent No. 6,562,138, entitled “Electrode Holder for a Powder Spray Gun,” as well as any and all continuations, divisionals, continuations-in-part, reissues, reexaminations, and foreign counterparts thereof.
 
3.               U.S. Patent No. 6,712,291, entitled “Spray Coating Apparatus,” as well as any and all continuations, divisionals, continuations-in-part, reissues, reexaminations, and foreign counterparts thereof.
 
4.               U.S. Patent No. 6,935,583, entitled “Coating-Powder Spray Gun,” as well as any and all continuations, divisionals, continuations-in-part, reissues, reexaminations, and foreign counterparts thereof.
 
Inactive Category 2 Graco Licensed Intellectual Property
 
5.               All continuations, divisionals, continuations-in-part, reissues, reexaminations, and foreign counterparts of U.S. Patent No. 5,686,149, entitled “Spray Device and Method for Powder Coating Material,” which expired or was abandoned prior to the Effective Date.
 
6.               All continuations, divisionals, continuations-in-part, reissues, reexaminations, and foreign counterparts of U.S. Patent No. 5,735,958, entitled “Electrostatic Coating System,” which expired or was abandoned prior to the Effective Date.

 
7.               All continuations, divisionals, continuations-in-part, reissues, reexaminations, and foreign counterparts of U.S. Patent Application Publication No. 2003/0197078, entitled “Spray Coating Device,” which expired or was abandoned prior to the Effective Date.

 
EXHIBIT B
 
Carlisle Licensed-Back Intellectual Property
 
1.                                       U.S. Patent No. 7,918,409, entitled “Multiple Charging Electrode,” as well as any and all continuations, divisionals, continuations-in-part, reissues, reexaminations, and foreign counterparts thereof.
 
2.                                       U. S. Patent No. 8,371,517, entitled “Powder Gun Deflector,” as well as any and all continuations, divisionals, continuations-in-part, reissues, reexaminations, and foreign counterparts thereof.