Exhibit 10.131
AMENDMENT NO. 2 TO
THE
STRATEGIC ALLIANCE
AGREEMENT
between
THE GILLETTE
COMPANY
and
MTI MICROFUEL CELLS
INC.
dated
June 20, 2005
AMENDMENT No. 2 to
the STRATEGIC ALLIANCE AGREEMENT
This Amendment No. 2 to the Strategic Alliance Agreement (this "
Amendment "), dated as of June 20, 2005 (the " Effective
Date "), is made and entered into by and between The Gillette
Company, a Delaware corporation (" Gillette "), and MTI
MicroFuel Cells Inc., a Delaware corporation (" MTI "). Each
of Gillette and MTI is referred to in this Amendment, from time to
time, as a " Party " or, collectively, the " Parties
".
W I T N E S S E T H
:
WHEREAS, the Parties have entered into a strategic relationship
defined in the Strategic Alliance Agreement, dated September 19,
2003, between Gillette and MTI, as amended by Amendment to the
Strategic Alliance Agreement (" Amendment No. 1 "), dated as
of August 18, 2004 (as amended, the " Agreement ");
WHEREAS, pursuant to the Agreement, the Parties entered into the
Initial Work Plan, dated September 19, 2003 (as amended pursuant to
Amendment No. 1, the "Initial Work Plan"); and
WHEREAS, after further reviewing the goals of the Agreement and
the state of commercialization of the relevant technologies, the
Parties wish to amend the Agreement and modify the Initial Work
Plan.
NOW THEREFORE, in consideration of the above stated premises and
the mutual covenants and agreements set forth below, the Parties
hereby agree as follows:
-
DEFINITIONS
Capitalized terms used, but not
defined, in this Amendment shall have the meanings ascribed to them
in the Agreement.
-
AMENDMENT; OTHER.
A1.) Sub-paragraph (a) of
Section 8.2 is hereby amended by deleting it in its entirety and
replacing it with the following:
"(a)
Termination by Gillette or MTI Without Cause
(i)
Either Gillette, in its sole discretion, or MTI, in its sole
discretion, may elect to terminate this Agreement after the
completion of the FC Technology Platform Demonstration within the
OEM Marketing Calls and Concept Product Development Milestone by
giving the other Party Notice of such election within twenty (20)
days after completion of all such tasks and acceptance of all such
Deliverables. Such termination shall become effective on the
fifteenth (15 th ) day following Notice of the election
to terminate unless the Party electing termination provides Notice
of withdrawal of such elec
