Per C.N.B. Nair:

The appellant M/s. Yamaha Motors (India) Pvt. Limited signed a "Technical Collaboration Agreement" on 25th March 1996 with M/s. Yamaha Motors Co. Limited, Japan. The collaboration was for the manufacture of YBX model motor cycles in India. The recital mentions what the Indian company wanted to acquire

"WHEREAS, Yamaha owns technical information relating to the manufacture and assembly of certain motorcycles parts and components thereof and certain trademarks and other intellectual property rights such as patents, design patents and utility models relating to motorcycles, parts and components thereof, all of which are part of the goodwill of Yamaha in the production and worldwide sale of motorcycles, parts and components thereof".

The technical Information, Intellectual Property Rights, and Trade Mark sought to be transferred under the agreement find mention in paras 1.9,1.10 and 1.11 of the agreement as under:-

"1.9 "Technical Information" shall mean only the technical information contained in documents described below of which details are described in Exhibit C attached hereto, and which may contain "Intellectual Property Rights" (as hereinafter defined). Technical Information shall be limited to that information and know-how owned or controlled by Yamaha as on the date of execution of this Agreement, which Yamaha has a right to license or disclose within the Territory as on the date of execution of this Agreement.

(a) Master Parts Lists with respect to the Motorcycles;

(b) Drawings with respect to Motorcycles and parts thereof;

(c) Yamaha Design Standards (YGK) and Yamaha quality Standards ("YQS"), cited in the Drawings;

(d) Revised information of the materials set forth in paragraphs (a) through (c) above.

(e) Inspection Standard for completed products; and

(f) Process Standards which specify and give technical explanation of the basic manufacturing methods and process required for the manufacture of Locally Manufactured Parts for Motorcycles."

1.10. "Intellectual Property Rights" shall mean any patents, utility models, designs and applications therefore relating to the Motorcycles or parts owned or controlled by Yamaha as on the date of execution of this Agreement".

"1.11 "Trademarks" shall mean the trademarks listed in Exhibit 'D attracted hereto".

Article 2 of the Agreement relating to grant of license reads as under:-

"2.1 Subject to the terms and conditions herein contained, Yamaha hereby grants 'to the Licensee on exclusive, non-transferable and indivisible license, without any right to sub-license to any person, to use Technical Information for the purpose of doing the following within the Territory during the term of this Agreement.

(a) To manufacture or process locally Manufactured Parts at the Factory;

(b) To have Locally Manufactured Parts manufactured or processed in the Territory by sub contractors approved by Yamaha in accordance with Articles 3, 10.5, 12.4 and 13 hereof;

(c) To procure Locally Procured Parts and to Import Other Imported Parts approved by Yamaha in accordance with Articles 10 and 13 hereof;

(d) To assemble Products from Parts of the Factory;

(e) Tb sell, distribute or transfer Products and Parts in the Territory; and

(f) To export Products and Parts subject to Article 20 hereof".

Article 5 relating to Technical Service and Article 6 relating to Trade Mark used are also reproduced hereunder:-

"Article 5 Personal instruction and training in Japan or at the Factory carried out by Yamaha for the Licensee's personnel in order to make them understand or become familiar with the Technical Information will be provided or made pursuant to the Technical Service Schedule attracted hereto as Exhibit C".

"Article 6 Subject to the terms and conditions contained herein and Trademark Users Agreement between the parties hereto (hereinafter referred to as "TMUA"), the Licensee may use the Trademarks on a nonexclusive basis, for the purpose of doing the activities specified in above Paragraph 2.1, on and in conne