TERMINATION AGREEMENT

TERMINATION AGREEMENT

This Termination Agreement (“Agreement”) is entered into as of July 13, 2009 by and among Chevron Technology Ventures LLC, a Delaware limited liability company (“CTV”), Ovonic Battery Company, Inc., a Delaware corporation (“OBC”), Cobasys LLC, a Michigan limited liability company (“Cobasys”), and Energy Conversion Devices Inc., a Delaware Corporation (“ECD”).

W I T N E S S E T H:

          WHEREAS, CTV and OBC have entered into that certain Purchase and Sale Agreement (the “PSA”) dated as of June 26, 2009 with SB LiMotive Co. Ltd., a Korean corporation (“Buyer”);

          WHEREAS, in accordance with the PSA, CTV, OBC and ECD are concurrently entering into a Company Release (as defined in the PSA) with Cobasys, and a Mutual Release (as defined in the PSA) with Buyer (together, the “PSA Releases”); and

          WHEREAS, in connection with the PSA, the parties to this Agreement desire to terminate certain agreements, effective as of the Closing (as defined in the PSA).

NOW, THEREFORE, in consideration of the premises and of the respective representations, warranties, covenants, agreements and conditions contained herein, the parties hereby agree as follows:

(a)       CTV, ECD and OBC hereby agree that the Amended and Restated Operating Agreement of Cobasys dated as of December 2, 2004 between CTV and OBC (and to which ECD is a signatory) (the “Amended and Restated Operating Agreement”) is terminated; and

(b)       CTV and Cobasys hereby agree that the Intellectual Property Security Agreement dated as of December 2, 2004 between CTV and Cobasys (the “IP Security Agreement”) is terminated, and CTV hereby terminates and releases any and all security interests, assignments and liens created pursuant to such agreement.

          CTV, ECD and OBC hereby agree that, except as set forth in this Agreement, none of CTV, ECD or OBC have any further rights or obligations under either the Amended and Restated Operating Agreement or the IP Security Agreement, as applicable.

CTV, ECD and OBC hereby agree that, notwithstanding the foregoing, the following sections of the Amended and Restated Operating Agreement shall survive: Section 4.5 (to the extent provided in Section 4.5(e)), Section 11.11 and Exhibit B.

(a)        Filings . CTV hereby authorizes Cobasys, either directly or through Cobasys’ attorneys and agents, to prepare and file on behalf of CTV, as the secured party of record, uniform commercial code (“UCC”) termination statements with respect to any and all financing statements previously filed in connection with the security interest granted to CTV under the IP Security Agreement. In addition, CTV agrees to execute and deliver to Cobasys such documents in recordable form as Cobasys shall reasonably deem necessary or desirable to terminate any filings or recordations made by CTV in the United States Patent and Trademark Office, the United States Copyright Office or any similar office in any jurisdiction.

(b)        Further Assurances . Each party hereto at the reasonable request of any other party hereto, shall execute and deliver, or shall cause to be executed and delivered from time to time, such further certificates, agreements or instruments of conveyance and transfer, assumption, release and acquittance and shall take such other action as such other party hereto may reasonably request to consummate or implement the transactions contemplated by this Agreement.

(c)        Notices. Any notice, communication, request, instruction or other document required or permitted hereunder shall be given in writing and shall be deemed given as follows: (i) by personal delivery when delivered personally, (ii) by overnight courier upon written verification of receipt, (iii) by telecopy or facsimile transmission when confirmed by telecopier or facsimile transmission, or (iv) by certified or registered mail, return receipt