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Practical steps to take in order to get ready for the potential opening of the Iranian market

15 December 2015

2 / © Simmons & Simmons LLP 2016. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities.

Introduction and agenda

Understanding the general Iranian legal framework and landscape - Cyrus Shafizadeh (Partner), Atieh Associates

Understanding how your specific industry operates and mapping the political landscape - Ralph Stobwasser (Managing Director), Deloitte Corporate Finance Limited

Commercial and legal due diligence – Adrian Nizzola (Partner) and Samir Safar-Aly (Associate), Simmons & Simmons

Business Basics and Cultural Dos and Don'ts - Cyrus Shafizadeh (Partner), Atieh Associates

Questions and answers

© Simmons & Simmons LLP 2015. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities.

Understanding the general Iranian legal framework and landscape

Cyrus Shafizadeh, Partner, Atieh Associates


What can be done pending the removal of Sanctions?

Ensure compliance with your local law

Possibilities are: – Do nothing – Prepare for the eventual structure through market studies etc. but not

implement until the sanctions are lifted – Implement structure but not activate until sanctions are lifted


Possible structures

Distributor / Agent

Branch / Representative Office

Company


Distributor / Agent

Appoint distributor / agent with condition precedent that sanctions are removed

Depending on the sector, distributor / product may be required to be registered


Registration of local presence

Prepare documents required for registration but do nothing until sanctions are lifted

Register a local presence but keep inactive until sanctions are lifted


Registration of corporate structures

The registration of any of the corporate structures requires a number of foreign sourced documents

In order for the documents to be used before Iranian authorities, these need to undergo a legalisation process

The legalisation process may be time consuming

Legalisation would involve: – Notarisation – Apostille – Stamping by the Iranian Consulate – Stamping by the Iranian Ministry of Foreign Affairs – Official translation in Iran – Stamp by the Judiciary


Documents required – Branch

Application for Registration

A brief report on Company's intended activities in Iran justifying the necessity of the registration of the branch

A letter of undertaking to be signed by the representative undertaking to dissolve the branch if the activities of the company should be prohibited

Constitutional documents (articles of association, certificate of registration etc.)

Latest audited financial reports

The minutes of meeting authorising the establishment of the branch in Iran introducing the representative of the branch office and identifying his domain of authority


Documents required – Branch (2)

Power of attorney on behalf of the foreign company to the representative in Iran with full power of registration of the branch with the right of delegation of the power.

A certificate confirming that the representative does not have a criminal record issued by the authorities of the country of his origin

The last five documents need to be legalised


Documents required – Companies

Application for registration

Minutes of the founders' meeting of the local company

Minutes of the first meeting of the board of directors of the local company

Articles of association of the local company

Memorandum of association of the company (limited liability company only)

Identification documents of the founders / directors including: – Passport copies – Certificate of registration – Articles of association – Police certificates for all directors / managing director


Documents required – Companies (2)

Powers of attorney (possibly) from: – Directors to be appointed – Corporate shareholder / directors

The documents listed in the last two bullet points have to be legalised


Companies – usual structures Limited Liability Company (LLC)

Two members minimum

Capital divided into stock

Board of directors optional

Directors need not be members

Liability limited

Liability of member unlimited if named in LLC

Foreign directors / managers allowed

Private Joint Stock Company (PJSC)

Three shareholders minimum

Capital divided into shares

Board of directors (minimum two) and statutory inspector mandatory

Directors must be shareholders

Liability limited

Foreign directors / managers allowed

11


Performing registration remotely?

Entirely possible to register a presence remotely

Directors need not be resident

Managing director need only obtain a residence / work permit once the entity becomes commercially active

No need to enter Iran until the company becomes commercially active (required for opening bank accounts)

Reservation – An address will be required for any registration – A tax file must be opened by the end of the fiscal year of the entity


Iranian Intellectual Property Landscape Main legislation is the Law on the Registration of Patents, Industrial Designs, and

Trademarks 2009 and its Implementing Regulation 2009

The IP Law protects: – Trademarks – Patents – Industrial Designs

Crucially, copyright is not protected to any meaningful degree

Iran has ratified: – The Paris Convention for the Protection of Industrial Property 1883 – Madrid Agreement Concerning the International Registration of Marks of 1891

together with its Protocol (1989) (Madrid Convention)

Ensure that trademarks, patents and designs are protected pending the lifting of sanctions


Tax

Corporate tax rate of 25% on taxable income

VAT at 9%

Salary tax – Exempt - Up to Rls. 124m (approx. USD 4,120) – 10% - Rls. 124 million to Rls. 966m (approx. USD 4,120 – USD 32,100) – 20% - On any amount over Rls. 966m (approx. USD 32,100 onwards)

Foreign personnel taxed on the basis of a deemed income


Employment

A locally registered entity may employ domestic and expatriate staff

No need to register local entity to employ staff from outside of Iran (but who are located in Iran)

Understanding how your specific industry operates and mapping the political landscape

Ralph Stobwasser, Managing Director, Deloitte Corporate Finance Limited


Talking points

Economic Sectors

Political landscape

Business risks


Economic sectors - what’s changing?

Automotive Commercial aerospace

Energy (oil & gas) & petrochemicals

Financial Banking & Insurance

Gold, other precious metals,

banknotes & coinage

Graphite & raw or semi-finished metals (e.g.,

aluminum, steel)

Shipping, shipbuilding,

ports & transportation

Technology and software

Food, medicine, and medical

products Agricultural

commodities

Internet and personal

communications

Previously Authorised:


The Political Landscape The Iranian economy is dominated by the public and parastatal enterprises. Indirect

subsidies accounted for 27% of GDP in 2007/2008 and are a target area of reform

The reach of parastatals and in particular the IRGC into the Iranian economy has been growing since the 1990s and further expanded under Mahmoud Ahmadinejad’s presidency. The IRGC are Iran’s most powerful security and military body, as well as its most influential economic player, with a non-transparent control over an extended network of state or quasi-state companies

With sanctions lifted, the government plans to focus on reform of state-owned enterprises, reform of the banking and financial sector, improving science and technology, and allocating oil revenues to policy priorities

Assuming everything stays on track to lifting of sanctions, reformists and centrists are expected to dominate the upcoming parliament (to be elected in early 2016). This would give Rouhani’s administration more support to boost the economic reform agenda and support foreign investment


Business risks Compliance challenges due to majority of US sanctions not being removed –

inconsistencies between US and EU sanctions will continue

Business transparency, corruption and intellectual property law matters, as well as complying to AML and CFT legislation in Iran remain an issue

IRGC is a major force in Iran’s economy; their influence in various sectors is unclear

Political establishment in Iran will be supportive of foreign investment and foreign know-how in key priority sectors (O&G, mining, infrastructure, manufacturing etc.) but there may be political resistance to proliferation of Western brands

Iran’s banking system is fragmented and in a weak position due to years of state-involvement, weak governance and little competition coupled with sanctions have left Iranian banks in a weak position


Business risks (2)

Re-entry into SWIFT requires a complicated application process, as well as technical, legal and regulatory input

Uncertainty about type of scenarios that can trigger “snapback”

Commercial and legal due diligence

Adrian Nizzola, Partner, Simmons & Simmons

Samir Safar-Aly, Associate, Simmons & Simmons


Contents

JCPOA (Recap)

Recent Developments

JCPOA practical implications to consider


The Joint Comprehensive Plan of Action ("JCPOA") (Recap) (1) A Joint Plan of Action ("JPOA") was signed in Geneva between the UK, China,

France, Germany, Russia and the US (EU+3) and Iran on 23 November 2013

The Joint Comprehensive Plan of Action ("JCPOA") was signed between the EU+3 and Iran on 14 July 2015

Under the JCPOA, UN, US and EU sanctions will begin to be relaxed once there is an IAEA-verified implementation of agreed nuclear-related measures outlined under the JCPOA (what is being referred to as 'Implementation Day')

UN Security Council ("UNSC") sanctions

The proposed lifting of UNSC sanctions applies only to UNSC sanctions relating to the Iranian nuclear issue

The UNSC passed a resolution, Resolution 2231 (2015), endorsing the JCPOA on 20 July 2015


27 / © Simmons & Simmons LLP 2016. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities. © Simmons & Simmons LLP 2015. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities.

The Joint Comprehensive Plan of Action ("JCPOA") (Recap) (2) Specifically, the JCPOA proposed to lift UNSC sanctions provided for under

UNSC Resolutions 1696 (2006), 1737 (2007), 1803 (2008), 1835 (2008), 1929 (2010) and 2224 (2015)

UNSC Resolution 1929 (2010) – This resolution was key for its assertion that Iran's energy, financial and

other sectors of the Iranian economy supports Iran's nuclear programme – Calls for voluntary restraint on sanctions with Iranian banks, particularly

Bank Melli and Bank Saderat – Calls for vigilance on international lending to Iran and providing trade credits

and other financing

UNSC Resolutions 1737 (2007), 1803 (2008) and 1929 (2010) – Freezes the assets of Iranian persons and entities names in the annexes


The Joint Comprehensive Plan of Action ("JCPOA") (Recap) (3) EU sanctions The relevant EU sanctions to be lifted are:

– transfers of funds between EU persons and entities, including financial institutions, and Iranian persons and entities, including financial institutions

– banking activities, including the establishment of new correspondent banking relationships and the opening of new branches and subsidiaries of Iranian banks in the territories of EU Member States

– provision of insurance and reinsurance – supply of specialised financial messaging services, including SWIFT, for

persons and entities set out the JCPOA, including the Central Bank of Iran and Iranian financial institutions

– financial support for trade with Iran (export credit, guarantees or insurance) – commitments for grants, financial assistance and concessional loans to the

Government of Iran



The Joint Comprehensive Plan of Action ("JCPOA") (Recap) (4)

– transactions in public or public-guaranteed bonds – import and transport of Iranian oil, petroleum products, gas and

petrochemical products – export of key equipment or technology for the oil, gas and petrochemical

sectors – investment in the oil, gas and petrochemical sectors – export of key naval equipment and technology – design and construction of cargo vessels and oil tankers – provision of flagging and classification services – access to EU airports of Iranian cargo flights



The Joint Comprehensive Plan of Action ("JCPOA") (Recap) (5) The relevant EU sanctions to be lifted are:

– export of gold, precious metals and diamonds – delivery of Iranian banknotes and coinage – export of graphite, raw or semi-finished metals such as aluminium and steel,

and export or software for integrating industrial processes – designation of persons, entities and bodies (asset freeze and visa ban) set

out in the JCPOA – associated services for each of the categories above.



The Joint Comprehensive Plan of Action ("JCPOA") (Recap) (6) US sanctions

The US will cease the application of sanctions covering: – financial and banking transactions with Iranian banks and financial

institutions as specified in the JCPOA, including the Central Bank of Iran and specified individuals and entities identified as 'Government of Iran' by the US Treasury Department's Office of Foreign Assets Control ("OFAC") SDN List, as set out in JCPOA (including the opening and maintenance of correspondent and payable through-accounts at non-US financial institutions, investments, foreign exchange transactions and letters of credit)

– transactions in Iranian Rial – provision of US banknotes to the Government of Iran – bilateral trade limitations on Iranian revenues abroad, including limitations

on their transfer


The Joint Comprehensive Plan of Action ("JCPOA") (Recap) (7)

– purchase, subscription to, or facilitation of the issuance of Iranian sovereign debt, including governmental bonds

– financial messaging services to the Central Bank of Iran and Iranian financial institutions set out in the JCPOA

– underwriting services, insurance, or reinsurance – efforts to reduce Iran's crude oil sales – investment, including participation in joint ventures, goods, services,

information, technology and technical expertise and support for Iran's oil, gas and petrochemical sectors

– purchase, acquisition, sale, transportation or marketing of petroleum, petrochemical products and natural gas from Iran

– export, sale or provision of refined petroleum products and petrochemical products to Iran


The Joint Comprehensive Plan of Action ("JCPOA") (8)

The US will cease the application of sanctions covering: – transactions with Iran's energy sector – transactions with Iran's shipping and shipbuilding sectors and port operators – trade in gold and other precious metals – trade with Iran in graphite, raw or semi-finished metals such as aluminium

and steel, coal, and software for integrating industrial processes – sale, supply or transfer of goods and services used in connection with Iran's

automotive sector – sanctions on associated services for each of the categories above – removal of individuals and entities set out in the OFAC's Foreign Sanctions

Evaders List




US sanctions that prohibit US firms from doing business with Iran are not affected by the JCPOA: – The US trade ban does not bar subsidiaries of US firms from dealing with

Iran – as long as the subsidiary has no operational relationship to – or control by – the parent company, discussed further below

– Foreign subsidiaries are considered foreign persons and are subject to the laws where incorporated

– US trade sanctions apply to foreign subsidiaries if: – the subsidiary is more than 50% owned by the US parent; – the parent firm holds a majority on the subsidiary's board of directors; or – the parent firm directs the operations of the subsidiary



The US Government will however license non-US persons that are owned or controlled by a US person to engage in activities with Iran consistent with the JCPOA and license the importation into the US of Iranian origin carpets and foodstuffs and sales to Iran of commercial aircraft. The OFAC has stated that they will provide further guidance on the JCPOA closer to 'Implementation Day'

The US sanctions that are to be suspended are primarily those that sanction foreign entities and countries for conducting specified transactions with Iran. US sanctions that generally prohibit US firms from conducting transactions with Iran are not being altered under the JCPOA. However, the JCPOA does commit the US to license the sale to Iran of commercial aircraft, and the importation of Iranian luxury goods such as carpets, caviar, and some fruits and nuts



The Joint Comprehensive Plan of Action ("JCPOA") (11) Under the JCPOA, the US is to revoke the designations made under various

Presidential Executive Orders of numerous Iranian economic entities and personalities, including the National Iranian Oil Company ("NIOC"), various Iranian banks, and many energy and shipping-related institutions. This includes several ships and planes. That step would enable foreign companies to resume transactions with those Iranian entities without risk of being penalised by the US

Not all US sanctions will be lifted, only those relating to nuclear proliferation, e.g. the embargoes on exporting arms and missiles to Iran will remain for five and eight years respectively, and will apply to all UN members as well. US sanctions to remain in place include those, amongst others, under: – the OFAC-issued Iranian Transactions and Sanctions Regulations; – Iran-Iraq Arms Non-Proliferation Act; – Iran-North Korea-Syria Non-Proliferation Act; and – certain provisions of the Comprehensive Iran Sanctions, Accountability, and

Divestment Act of 2010 ("CISADA") and the Iran Threat Reduction and Syrian Human rights Act



The Joint Comprehensive Plan of Action ("JCPOA") (12) Iran’s commitments

Under the JCPOA, Iran's commitments include: – imposing limitations on uranium enrichment and uranium enrichment

activities (including research and development) for the first eight years, followed by enrichment at a reasonable pace strictly for peaceful purposes

– redesigning and rebuilding the Arak reactor and Fordow facility to be used for peaceful functions

– maintaining its uranium stockpile under 300kg of up to 3.67% enriched uranium hexafluoride (UF6 - used in the uranium enrichment process)

– clarifying past and present outstanding issues relating to its nuclear program with IAEA

– allowing the IAEA to monitor voluntary transparency measures stated in the JCOPA:



– a long-term IAEA presence in Iran; – IAEA monitoring of uranium-ore concentrate produced by Iran from all

uranium-ore concentrate plants for the next 25 years; – containment and surveillance of centrifuge rotors and bellows for the

next 20 years; – use of IAEA approved and certified modern technologies including on-

line enrichment measurements and electronic seals; and – commitment to a reliable dispute resolution mechanism to ensure a

speedy resolution of IAEA access concerns for the next 15 years


The Joint Comprehensive Plan of Action ("JCPOA") (14) JCOA Timeline:

Adoption Day

18 October 2015

Implementation Day

Q1/Q2 2016

Termination Day 2025 or

2026

Transition Day 2023 or

2024

Endorsement by UNSC

20 July 2015

90 Days

8 Years 10 Years

Submit to US Congress

19 July 2015

10-day window for US Congress to override the

Presidential veto

82 Days

'Implementation Day' will occur once

the Iranian Parliament has

reviewed or ratified the JCPOA and,

importantly, when the IAEA issues a

report verifying that Iran has indeed implemented its nuclear related

obligations

Any remaining nuclear related sanctions on Iran will be removed

Iran will also have to abide with additional

enhanced inspections and 'Transition Day' will

only occur once the IAEA issues a report stating

that all nuclear materials in Iran remain in use for

peaceful activities.

On 'Transition Day‘, the EU will terminate all

remaining proliferation-related sanctions

Provided that no UNSC sanctions

have been reinstated.

This date marks the termination of the

JCPOA, closing the file related to the

Iranian nuclear issue

Duration for US Congress to review or approve

JCPOA

The initial vote for disapproval

of the bill implementing the JCPOA

17 September

2015

Finalisation Day

14 July 2015

12-day window for Presidential

veto against any disapproval by

the US Congress

29 September

2015

60 Days

12 Days 10 Days

9 October 2015

CURRENT STAGE


Recent Developments

US – Continuing Opposition

US – Guidance

US – Enforcement

US – Conditional Waivers

EU – Conditional Waivers

Iran – JCPOA Obligations


Recent Developments (1)

US – Continuing Opposition – Still a number of pending proposed legislation opposing the JCPOA. US

President has restated JCPOA support and right to use veto powers

US – Guidance – OFAC and US Treasury issued guidance. Sanctions still remain in place until

Implementation Day. The US Government will continue to "vigorously enforce" its sanctions regime.

– Could extend to contracts signed contingent on implementation of JCPOA, e.g. counterparties on OFAC's SDN List.

US – Enforcement (recent) – 7 August: Oil and Gas Field Services Company – USD 155m plus USD 77.5m

(OFAC) – 4 November: International Bank – USD 258m (NYDFS) and USD 58m (Federal

Reserve)


Recent Developments (2) US – Conditional Waivers

– Issued by the US Secretary of State on 18 October – Covers US JCPOA obligations. Lifting of US nuclear-related sanctions on:

– Transactions by non-US Persons – Transactions by US Persons for the sale of commercial aircraft and spare

parts, with OFAC licence – Foreign financial institutions, underwriters, insurers – (provided not with am individual/entity on OFAC's SDN List)

EU – Conditional Waivers – EU Council Resolutions and Decisions issued on 18 October – Covers EU JCPOA obligations – Certain export/import items/services will still require authorisation

Iran – JCPOA Obligations – Continuing Opposition – Q1/Q2 2016?


JCPOA practical implications to consider (1)

Not much will change for US persons – JCPOA targets secondary US sanctions on non-US entities

Primary US sanctions will remain in place

A non-US entity is encompassed by the prohibition if a US person: – holds 50% or more of the equity interests in the non-US entity, measured by

voting rights or value; – has appointed a majority of the non-US entity's directors; or – otherwise "controls the actions, policies, or personnel decisions" of the non-

US entity

No USD clearing transactions will be allowed to take place with US clearing banks

"Snap-back" implications


JCPOA practical implications to consider (2) – "Snap-back"

Dispute Resolution Mechanism and "snap-back"

a procedure to ensure that both the E3/EU+3 and Iran uphold their commitments drawn

out under the JCPOA

Process and timeline:

Issue is discussed by Joint

Commission consisting of

representatives from both the

E3/EU+3 and Iran

Step One Step Two Step Three

The ministers of foreign affairs of each JCPOA to consider issue

Joint Commission may consider the Advisory Board's

opinion 15 days 15 days 5 days

UNSC to consider issuing

resolution to continue sanction

relief

30 days

Step Four

UNSC Sanctions 'snap-back' if no UNSC resolution

Issue may be referred to an Advisory Board consisting of three members (one from either side of the complaint and a third independent member) to provide non-binding opinion


JCPOA practical implications to consider (3) The commercial risk of doing business in Iran is in effect that sanctions could be

reinstated at no more than 65 days' notice

The JCPOA only refers to UNSC sanctions with regards to the 'snap-back' mechanism, and does not make specific provisions relating to EU or US sanctions. However, the ability of complaining parties to cease performing JCPOA commitments suggest parties could unilaterally re-impose sanctions

Due to "snap-back" mechanism, non-US subsidiaries of US entities should develop a documented wind-down strategy

Incorporate appropriate provisions in longer term contracts

Maintenance of pre-JCPOA policies in case of "snap-back"



Commercial and legal due diligence – Ensure not doing business with the IRGC, IRGC affiliates and sanctioned

individuals/entities – Possible that OFAC will be more vigorously identifying IRGC affiliates and

sanctioned individuals/entities – Likely increased scrutiny of transactions and account activities with

correspondent EU banks who are transacting with Iran – Recent OFAC "False Hit List" Guidance Note implications

Current draft legislation in Congress to designate the IRGC as a Foreign Terrorist Organisation (FTO) and to lower OFAC ownership threshold of an IRGC-owned entity from 50% to 20%

If successful, persons providing material support or resources to the IRGC could be subject to criminal prosecution



Maximum sentence: 15 years (potentially more)

Applies extra-territorially to all persons worldwide (a provision that has been challenged, but was upheld in a Federal Court in 2011)

Business Basics and Cultural Dos and Don'ts

Cyrus Shafizadeh, Partner, Atieh Associates


Contract Negotiations

Patience is key – negotiations can become long winded and must be preceded with a trust building exercise

Long negotiations are not a bad sign, it may indicate that the Iranian partner is taking the matter seriously – if anything, beware of short negotiations

Do not assume that it works in the same way as in your country - every country has its own way of doing things

Language barriers could hinder negotiations - make sure you have a good interpreter (or lawyer!)

Do not over-explain as it may come across as condescending


Visas

The nationals of some countries can obtain a tourist visa upon arrival

There is available a procedure for a 72 hour (or longer) business visa to be obtained within 48 hours or so involving an invitation by a local sponsor submitted through the Ministry of Foreign Affairs

Please check requirements with the local Consulate before travel


Travel and Accommodation Not many airlines fly to Iran so connections may sometimes be complicated –

flights often also arrive in the middle of the night

For domestic travel, the airline fleet is rather aged and nervous fliers could consider trains, buses or hired drivers depending on where they are travelling to

Traffic in Tehran can be atrocious at time and during peak hours

Iranian cities have insufficient hotel space and during the current period, the better ones are full – therefore plan ahead


Personal

Iranian social etiquette is very formal – do not take this as a bad sign

Do not offer to shake hands with women and shake only when a hand is offered.

Ladies should comply with Islamic dress code but don’t rush to buy a Burqa – it is not nearly as strict as people perceive


General

Do not bring alcohol into the country

Try to explore the country – most of what makes the country special occurs when you dig under the surface – it gives also a better understanding of your partners – if you are traveling over the next few months, bring your ski kit

North Tehran has a slightly cooler climate (so more pleasant during the summer) and is perceived to be nicer – going to meetings can however take longer as most offices are downtown

Be prepared to drink a lot of tea and eat a lot of fruit, nuts and kebabs


Questions

http://www.google.co.uk/url?sa=i&rct=j&q=&esrc=s&source=images&cd=&cad=rja&uact=8&ved=0CAcQjRxqFQoTCK_V4LmSl8kCFUGDDwodPRkNfw&url=http://www.dartmouth.edu/~jacko/v2/2014/01/an-interview-with-the-man-who-can-only-speak-in-questions/&psig=AFQjCNGSQ4U0y1510XvztkUzlARd030e8g&ust=1447838924490426

Practical steps to take in order to get ready for the potential opening of the Iranian market

15 December 2015

56 / © Simmons & Simmons LLP 2016. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities. 46

Important notice

This document and the related communication (“Information”) prepared by Simmons & Simmons, Atieh Associates, Deloitte Corporate Finance Limited and Deloitte & Touche (M.E.) (together the “Presenters”), have been prepared solely for the ‘Doing Business in Iran’ webinar dated 9 September 2015.

The Information contained in this document has been compiled by the Presenters and includes information obtained through open source research. The Information contains material proprietary to the Presenters. In particular, it should be noted that any financial an/or statistical information contained in this document is preliminary and not audited.

No reliance may be placed for any purposes whatsoever on the contents of this document or on its completeness. No representation or warranty, express or implied, is given and no responsibility or liability is or will be accepted by or on behalf of the Presenters or by any of its partners, employees, agents or any other person as to the accuracy, completeness or correctness of the information contained in this document or any other oral information made available and any such liability is expressly disclaimed.

This document and its contents are confidential and may not be reproduced, redistributed or passed on, directly or indirectly, to any other person in whole or in part without the prior written consent of the Presenters.


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