EXHIBIT 10.2
DOE Patent License
UNITED STATES DEPARTMENT OF ENERGY
WASHINGTON, D.C. 2058
EXCLUSIVE PATENT LICENSE
This Agreement made this 26 day of August,
2005, by and between the United
States of America, as represented by the United States Department of Energy
(hereinafter called "LICENSOR"), and HydroGen LLC (hereinafter called
"LICENSEE").
ADDRESS OF LICENSEE:
1801 Route 51 South
Building 7
Jefferson Hills, PA 15025
LICENSED INVENTION(S):
U.S.
Patent
No.
4,978,591,
entitled
"Corrosion-free Phosphoric Acid Fuel Cell"; U.S.
Patent No.
4,732,822,
entitled
"Internal
Electrolyte Supply System For Reliable Transport
Throughout Fuel Cell
Stacks"; U.S.
Patent No.
4,853,301,
entitled "Fuel
Cell Plates With
Skewed Process Channels For Uniform Distribution
Of Stack Compression
Load; and U.S. Patent
No.
5,096,786, entitled
"Integral Edge Seal For
Phosphoric Acid Fuel Cells"
EFFECTIVE DATE:
July 1, 2005
LICENSE TERMINATION DATE: Upon
expiration of the U.S. patents listed under
LICENSED INVENTIONS
PRACTICAL APPLICATION
TARGET DATE:
December 1, 2005
SCOPE OF LICENSE:
In addition to any
worldwide rights LICENSEE
already has in
the LICENSED INVENTIONS, the
exclusive license
to make and sell LICENSED
INVENTIONS in the United States of America.
WITNESETH:
WHEREAS: LICENSOR is the owner of the
above-identified LICENSED INVENTIONS;
WHEREAS: LICENSEE'S predecessor company
developed the LICENSED INVENTIONS under
a federal grant, and pursuant to that grant,
LICENSEE'S
predecessor
company
acquired an unlimited, royalty and bonus free, non-exclusive license on the
LICENSED INVENTIONS, which license has been
transferred to LICENSEE;
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WHEREAS: LICENSEE seeks to commercialize
technology that was, in part, developed
as a result of the federal grant;
WHEREAS: to the knowledge of LICENSOR and
LICENSEE, no other person or entity
has sought to acquire a license on the
LICENSED INVENTIONS, and the LICENSOR had
determined to allow some or all of the
LICENSED INVENTIONS to
lapse, absent the
LICENSEE'S agreement to pay the maintenance
fees for the LICENSED INVENTIONS;
WHEREAS: LICENSEE desires to obtain an
exclusive license in the above-identified
LICENSED INVENTIONS.
WHEREAS: The interests of Federal
Government
and the public will be
served by
the granting of the license, as indicated
by the LICENSEE'S
intentions, plans,
and ability to bring the invention to practical application, or otherwise
promote the invention's utilization by the
public.
WHEREAS: Exclusive licensing is a reasonable
and necessary
incentive to call
forth the investment capital and expenditures needed to bring the LICENSED
INVENTIONS to practical application, or otherwise promote the invention's
utilization by the public.
WHEREAS: The proposed scope of exclusivity is not greater than reasonably
necessary to provide the incentive for bringing the invention to practical
application, as proposed by LICENSEE or
otherwise to promote the invention's
utilization by the public.
NOW, THEREFORE, in consideration of the foregoing premises and of the mutual
covenants and obligations hereinafter contained, and other good and valuable
consideration, the Parties hereto agree as
follows:
1. LICENSOR hereby grants to Licensee,
and Licensee hereby
accepts, subject
to
the terms and conditions recited, an exclusive license to
practice the LICENSED
INVENTIONS as specified herein for the
period of this license.
2. LICENSEE agrees to carry out the plan
for development and/or marketing of the
invention by the practical application target date set forth herein, and
thereafter to continue to make the benefits of the LICENSED INVENTIONS
reasonably accessible to customers in the
United States and elsewhere. In this
regard, LICENSEE agrees at a minimum, to expend at least $1,000,000 within
twelve months of the date of the license, directed toward development and
commercialization of LICENSED
INVENTION.
3. The LICENSE may extend to subsidiaries
of the LICENSEE, but is not assignable
without approval of the LICENSOR in
writing.
4. Sublicenses under this License may not be granted
without the approval
of
LICENSOR. Licensee shall promptly
furnish LICENSOR with
a copy of any proposed
sublicense, and if in a foreign language, an English text thereof. Any
sublicense shall not be effective
until approval is secured from
LICENSOR in
writing. A sublicense shall make reference
to the License,
including the rights
retained by the Government.
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5. LICENSEE agrees that any products embodying the LICENSED INVENTIONS or
produced through the use of the inventions
will be manufactured substantially in
the United States.
6. LICENSEE shall submit periodic
written reports, annually within 30 days of
the anniversary date
