Beglaubigte Abschrift
INTELLECTUAL PROPERTY ASSIGNMENT
AND RESEARCH AND DEVELOPMENT AGREEMENT
THIS AGREEMENT, made as of this 6th day of August, 1999 by and
between MANHATTAN SCIENTIFICS, INC., a publicly traded Delaware (USA)
corporation having offices located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
("MHTX"), Novars Gesellschaft fur neue Technologien mbH, a German corporation
having offices located at ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
("Novars"), ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("A. Koschany"), and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ("P.
Koschany," and together with A. Koschany, the "Koschanys").
W I T N E S S E T H:
WHEREAS, MHTX is engaged in, among other things, research and
development of certain proprietary technologies, and products incorporating such
technologies, including without limitation micro fuel cell technologies (the
"MHTX Technologies"); and
WHEREAS, Novars and the Koschanys are engaged in research and
development of certain proprietary fuel cell technologies, and products
incorporating such technologies (the "Novars Technologies"); and WHEREAS NOVARS
AND THE KOSCHANYS MAY INVENT NON-FUEL-CELL RELATED CONCEPTS; AND --
WHEREAS, the Koschanys and Novars own 100 % (one hundred percent) of
Novars and the Novars Technologies; and
WHEREAS, MHTX wishes to acquire the exclusive worldwide ownership
rights to the Novars Technologies and to engage the services of Novars and the
Koschanys in connection with the further research and development, and the
bringing to market, of the Novars Technologies;
NOW, THEREFORE, upon good and valuable consideration, the receipt
and legal sufficiency of which are hereby acknowledged, the parties hereto do
hereby agree as follows:
1. Compensation to Novars and/or the Koschanys. In consideration for
the Assignment (as hereinafter defined), MHTX shall provide the following
compensation to Novars and/or the Koschanys:
(a) THE GRANT SHALL BE 1,000,000 SHARES OF MHTX. The Shares
will be subject to SEC Rule 144 restrictions. 50% (fifty percent) of the Shares
will immediately be transferred to the Koschanys as non-refundable compensation
for their privately owned intellectual property rights, including without
limitation patent applications, pertaining to the Novars Technologies. The
remaining 50% (fifty percent) of the Shares will be held in escrow by MHTX
counsel (the "Escrowed Shares") pending issuance of certain patents upon the
BACH & ASSOCIATES, N.Y., N.Y.
Novars Technologies and the effective transfer and assignment of same to MHTX,
according to the schedule forth in paragraph 7 of this agreement.
(b) A perpetual royalty of 3% (three percent) of Net Revenue
(as hereinafter defined) from the sale or licensing of the Novars Technologies
and/or products incorporating the Novars Technologies. "Net Revenue" means total
revenue paid to MHTX from the sale or licensing of the Novars Technologies
and/or products incorporating the Novars Technologies, less costs of shipping,
freight, taxes and duties of all kinds, and other actual costs directly related
to the activities generating such revenue (exluding costs of research and
development).
2. Intellectual Property Assignment.
(a) Novars and the Koschanys hereby transfer, assign and
convey to MHTX (the "Assignment") all of the existing worldwide intellectual
property rights arising out of or relating to the Novars Technologies, including
without limitation patents, patent applications, trademarks, trademark
applications, copyrights, copyright applications, know-how, trade secrets,
discoveries, ideas, concepts, techniques, designs, specifications, and the like.
The Novars Technologies include, without limitation, the technologies described
on Schedule A attached hereto.
(b) With respect to the Novars Technologies, all discoveries,
improvements, inventions, patents, copyrightable expressions, trademarks, trade
secrets and the like, conceived or first reduced to practice or fixed, know-how,
ideas, concepts, techniques, designs, specification, and the like, whether now
known or hereinafter created, conceived or otherwise developed by Novars, the
Koschanys, and/or their employees, contractors or affiliates in the performance
of their obligations hereunder, are included in the Assignment, and shall be the
sole and exclusive property of MHTX and MHTX shall retain any and all rights to
file any patent, copyright, trademark and other intellectual property protection
applications or the like thereon and to otherwise protect and commercialize the
same throughout the world at MHTX's expense.
(c) Novars and the Koschanys agree to execute any and all
documents and instruments necessary to effect, register and/or document the
Assignment, and hereby appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇ as
their lawful agents and attorneys-in-fact, with powers of attorney, for the
limited purpose of executing any and all documents and instruments necessary to
effect the Assignment, in the name, place and stead of Novars and the Koschanys.
3. Research and Development.
BACH & ASSOCIATES, N.Y., N.Y.
(a) MHTX hereby engages Novars and the Koschanys to conduct
all necessary research and development efforts with respect to the Novars
Technologies to (i) produce working production prototype(s) (as described in the
Milestone Timetable, as hereinafter defined) of products incorporating the
Novars Technologies suitable for commercial sale or license as soon as
reasonably possible; (ii) on a continuing basis, to further develop, advance and
evolve the Novars Technologies and products incorporating the Novars
Technologies on an accelerated timetable; and (iii) on a continuing basis, to
collaborate with MHTX and its affiliates as needed on other fuel-cell related
products and projects (collectively, the "Research and Development").
(b) MHTX shall fund (or cause to be funded) the Research and
Development. Novars and the Koschanys shall conduct and direct the Research and
Development, and shall do so in accordance with the milestone timetable annexed
hereto as Schedule B, as same may be amended from time to time by agreement of
the parties (the "Milestone Timetable"). Upon completion of each milestone set
forth in the Milestone Timetable, Novars shall render a written report, in
English, to MHTX detailing the particulars of the milestone completion,
including without limitation the technical particulars (each, a "Milestone
Report"). Receipt and acceptance by MHTX of each Milestone Report shall be a
condition of MHTX's obligation to continue to fund the Research and Development
pursuant to the Milestone Timetable. It is understood and agreed that the
Milestone Timetable is intended to advance MHTX's corporate goals and plans as
established by MHTX in its sole discretion.
(c) It is understood and agreed that the initial production
prototypes called for under the Milestone Timetable shall be demonstration
prototypes using manufacturing processes and materials suitable for production
but not necessarily tailored to specific products. It is intended that the
initial prototypes will be used to demonstrate in general the Novars
Technologies to third parties who may subsequently contract for the development
of product specific production prototypes, in which event the obligation of
Novars and the Koschanys shall then be to deliver such product specific
production prototypes.
(d) If at any time during the term of this contract Novars and
the Koschanys shall have completed one of the milestones set forth on the
Milestone Timetable and the subsequent milestone has not been established and/or
funded, MHTX shall pay to Novars and the Koschanys the aggregate sum of
$25,000.00 (twenty-five thousand dollars) per month until such time as the
subsequent milestone has been established and funded or until such time as the
term of this contract expires. Such funds shall be used to maintain the Research
and Development capabilities of Novars and the Koschanys pursuant to this
agreement.
BACH & ASSOCIATES, N.Y., N.Y.
(e) Novars and the Koschanys personally shall use their best
and exclusive full-time efforts in conducting the Research and Development, and
shall use their best efforts to expedite the Research and Development. The
Koschanys personally will have primary responsibility for performing, directing
and overseeing all of the Research and Development. At MHTX's request and
expense, Novars and the Koschanys shall also assist generally in commercializing
the Novars Technologies, including without limitation by (i) assisting in
raising capital; (ii) participating in public relations events, press
conferences, media interviews, and similar events; (iii) working on matters
related to the Los Alamos National Laboratory, the University of California, and
the United States Department of Energy; and (iv) prototyping applications for
specific potential users of the Novars Technologies on a case-by-case basis,
subject to agreement of the parties as to the particulars of such applications.
Novars and the Koschanys shall disclose and introduce to MHTX all third parties
with whom they previously have or subsequently shall have discussions regarding
the Novars Technologies.
(f) Within 30 days of the date this agreement becomes
effective, Novars and the Koschanys shall provide MHTX with a key-man life
insurance policy on the life of A. Koschany, at MHTX's expense, in the amount of
US$2,000,000.00 (two million dollars) listing MHTX as the owner and beneficiary
of such policy. In addition, as soon as reasonably practicable after this
agreement becomes effective, Novars shall obtain (at MHTX's expense), or shall
assist MHTX in obtaining, patent infringement insurance covering any and all
patents related to the Novars Technologies.
(g) The term of this agreement, as it pertains to the Research
and Development, shall be 3 (three) years from the date this agreement becomes
effective. Thereafter, this agreement shall automatically renew in perpetuity
for successive terms of 1 (one) year, unless terminated by either party upon not
fewer than 6 (six) months' prior written notice. The termination of this
agreement shall not affect MHTX's obligation to pay royalties pursuant to
paragraph 1(b) hereof.
(h) It is understood and agreed that Novars and the Koschanys
are independent contractors of MHTX and not employees, officers, or agents, nor
will they hold themselves out as such.
(i) Notwithstanding any other provision of this agreement, in
the event of a breach of the obligations of Novars and the Koschanys under
section 3(c) of this agreement, MHTX shall be entitled to the following
remedies, in addition to any other legal or equitable remedies to which it may
be entitled: (i) injunctive relief (whether temporary, preliminary or permanent)
preventing and/or restricting the provision of services to third parties by
Novars and the Koschanys; and (ii) termination of
BACH & ASSOCIATES, N.Y., N.Y.
MHTX's obligations under section 1(b) of this agreement.
4. Representations, Warranties and Covenants.
Novars and the Koschanys each covenant, represent and warrant
the following:
(a) that as of the date of this agreement, the Novars
Technologies are original, are solely owned by Novars and the Koschanys, are not
subject to claims by any third parties, and do not infringe upon the rights of
any third parties;
(b) that (i) Novars and the Koschanys believe in good faith
(and are aware of no contradictory facts) that the Novars Technologies are
patentable or otherwise protectable; and (ii) Novars and the Koschanys have
employed all reasonable and available means to invoke formal protection of the
intellectual property arising out of or relating to the Novars Technologies in
all jurisdictions which provide such protection, or will do so as soon as
reasonably practicable after this agreement becomes effective, at MHTX's
expense;
(c) that entry into this agreement (and all related documents)
with MHTX, has been duly authorized and approved by the directors, officers, and
shareholders of Novars, and that Novars and the Koschanys have all requisite
authority to make the Assignment and enter into this agreement;
(d) that the Koschanys presently devote their best efforts on
a full-time basis to the activities of Novars, and will continue to do so in
connection with the Research and Development, it being understood by MHTX that
A. Koschany is employee under an employment contract with Proton Motor Fuel Cell
GmbH that will expire on August 31, 1999;
(e) that Novars has secured (or promptly shall secure) the
services of all key personnel to continue the Research and Development;
(f) that the existing employees of Novars have executed
confidentiality and non-competition agreements in favor of Novars and MHTX (and
acceptable to MHTX), or will do so prior to the date this agreement becomes
effective, and that no employees will be hired in the future who have not signed
such an agreement in favor of Novars and MHTX;
(g) that there are no claims, whether actual or threatened,
against Novars and the Koschanys, and that Novars and the Koschanys are in
compliance with all laws, rules, and regulations to which they are subject;
(h) that there are no liens, judgments or security interests
of record to which Novars, the Koschanys, and/or the
BACH & ASSOCIATES, N.Y., N.Y.
Novars Technologies, are subject;
(i) that Novars and the Koschanys have no agreements with any
third parties (including without limitation Samsung Electronics Co., Ltd. or its
affiliates) that would (a) prevent Novars and the Koschanys from entering into
this agreement, making the Assignment, and conducting the Research and
Development; (b) be breached by this agreement becoming effective or the
fulfillment of the obligations of Novars and the Koschanys; and/or (c)
invalidate this agreement in any respect;
(j) that Novars and the Koschanys believe in good faith (and
are aware of no contradictory facts) that the inventions to be derived from the
Novars Technologies will work, that they will be commercially mass-producible
at low cost, that they are practical and safe, and that they will substantially
perform to the standards set forth in the Milestone Timetable;
(k) that Novars is a corporation duly organized and existing
under the laws of Germany; and
(l) that Samsung Electronics Co., Ltd. or its affiliates have
no claim of ownership in and to the Novars Technologies.
5. Non-Disclosure Provisions.
On June 28, 1999, the parties entered into a Non-Disclosure
Agreement, a copy of which is attached hereto as Schedule C and is incorporated
herein by reference and made a part hereof (the "NDA") . It is agreed that the
NDA shall be in force and effect for so long as this agreement is in effect,
notwithstanding any provision to the contrary in the NDA.
6. Indemnification:
(a) Novars and the Koschanys hereby agree to indemnify, defend
and hold MHTX harmless from and against any and all liability, damage, claims
(whether actual or threatened) or expense (including without limitation
reasonable legal fees) arising out of or relating to the breach by Novars and/or
the Koschanys or either of them of any representation, warranty, covenant, or
provision of this agreement.
(b) MHTX hereby agrees to indemnify, defend and hold Novars
and the Koschanys harmless from and against any and all liability, damage,
claims (whether actual or threatened) or expense (including without limitation
reasonable legal fees) arising out of or relating to the breach by MHTX of any
representation, warranty, covenant, or provision of this agreement.
7. Conditional Obligations.
BACH & ASSOCIATES, N.Y., N.Y.
MHTX's obligations under paragraph 1(a) of this agreement
(release of the Escrowed Shares) are conditional and contingent upon issuance
(and transfer of ownership to MHTX) of the 4 (four) patents identified in
Schedule A in each of the following jurisdictions: Germany and the United States
(8 [eight] patents in total, collectively referred to hereinafter as the
"Conditional Patents"). MHTX shall release to Novars and the Koschanys 1/8 (one
eighth) of the Escrowed Shares upon issuance and effective transfer of ownership
to MHTX of each of the Conditional Patents. Issuance and transfer to MHTX of the
Conditional Patents shall not be construed to limit the continuing obligations
of Novars and the Koschanys with respect to protection of intellectual property
arising out of or relating to the Novars Technologies.
8. Notices. Any notice or other communication in connection with
this agreement shall be in writing and delivered by overnight courier and
facsimile addressed to a party hereto at the addresses provided below (or to
such person or address as such party shall specify in writing to the other
parties hereto):
If to Novars or the Koschanys:
▇▇. ▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Novars Gesellschaft fur neue Technologien mbH
▇▇▇▇▇▇▇▇ ▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
If to MHTX:
▇▇▇▇▇▇ ▇▇▇▇▇▇, CEO
Manhattan Scientifics, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
And
▇▇▇▇ ▇▇▇▇▇▇, COO
Manhattan Scientifics, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
With a Copy to
▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
Bach & Associates
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
BACH & ASSOCIATES, N.Y., N.Y.
Each party may designate a change of address by notice to the other
party, given at least five (5) days before such change of address is to become
effective.
Any written notice shall be deemed to have been served forty-eight
(48) hours after the date it was transmitted in accordance with the foregoing
provisions.
9. Miscellaneous.
(a) Modification. Except with respect to the NDA, this
agreement contains the entire understanding between the parties with respect to
the subject matter hereof, and any promises, representations, warranties or
guarantees not herein contained shall have no force or effect unless in writing,
signed by all parties. Neither this agreement nor any portion or provision
hereof may be changed, modified, amended, waived, supplemented, discharged,
cancelled or terminated orally or by any course of dealing, or in any manner
other than by an agreement in writing, signed by the party to be charged.
(b) Governing Law and Other Matters. This agreement and the
rights and obligations of the parties hereunder shall be governed by and
construed in accordance with the laws of the State of New York. Novars and the
Koschanys hereby (i) waive any right to trial by jury in any legal proceeding
related in any way to this agreement; (ii) agree that venue of all disputes
shall be in New York County; and (iii) waive any objection and consent to
personal jurisdiction, subject matter jurisdiction and venue of and in the
courts located in New York County.
(c) Invalidity. If any part of this agreement is contrary to,
prohibited by, or deemed invalid under applicable laws or regulations, such
provision shall be inapplicable and deemed omitted to the extent so contrary,
prohibited or invalid, but the remainder hereof shall not be invalidated thereby
and shall be given effect so far as possible.
(d) Benefit of Agreement. This agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns only and is not intended for the benefit of any other party.
Notwithstanding the foregoing, it is understood and agreed that the services of
the Koschanys hereunder are personal and unique, are not assignable, and the
loss thereof would irreparably injure MHTX.
(e) Captions. The captions of the various sections and
paragraphs of this agreement have been inserted only for the purpose of
convenience. Such captions are not a part of this agreement and shall not be
deemed in any manner to modify, explain, enlarge or restrict any of the
provisions of the agreement.
BACH & ASSOCIATES, N.Y., N.Y.
(f) Incorporation by Reference. All of the "Whereas" clauses
at the beginning of this agreement, and all of the Schedules annexed hereto, are
hereby incorporated by reference and made a part hereof.
(g) Counterparts; When Effective. This agreement may be
executed in counterparts. This agreement shall become effective and enforceable
upon MHTX's receipt of a fully and properly executed original copy hereof
bearing complete and mutually agreed copies of Schedules A and B.
Notwithstanding the foregoing, it is understood and agreed that the obligations
of MHTX under this agreement, and the obligations of Novars and the Koschanys
under paragraphs 2 and 3 of this agreement, shall not become effective until
September 5, 1999.
(h) Escrow Agent. The parties hereby appoint Bach & Associates
("Bach") as escrow agent hereunder for the limited purpose of holding the
Escrowed Shares in escrow pending satisfaction of the condition set forth in
paragraph 7 of this agreement. Upon satisfaction of such condition, MHTX shall
direct Bach to release the Shares to Novars and the Koschanys, whereupon Bach
shall so release the shares. Bach shall have no liability to the parties other
than for gross negligence or intentional misconduct.
(i) NEW INVENTIONS AND CONCEPTS UNRELATED TO FUEL CELL
TECHNOLOGIES CREATED BY NOVARS/KOSCHANYS SHALL BE OFFERED TO MHTX AS A RIGHT OF
FIRST REFUSAL FOR DEVELOPMENT AND COMMERCIALIZATION. DETAILS OF THIS RIGHT OF
FIRST REFUSAL TO BE ADDED AS A SUPPLEMENT TO THIS CONTRACT.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
MANHATTAN SCIENTIFICS, INC.
By: /s/ ▇▇ ▇▇▇▇▇▇
------------------------------------------------
COO, MANHATTAN SCIENTIFICS, INC.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇, CEO
NOVARS GESELLSCHAFT FUR NEUE TECHNOLOGIEN MBH
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Individually and as
Manager
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------------------
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Individually and as
President
BACH & ASSOCIATES
BACH & ASSOCIATES, N.Y., N.Y.
URNr. P 2256 / 1999
I, ▇▇▇▇▇▇▇ Poppelmann, notary public at Munich/Bavaria, hereby certify, that
1. Mrs. Petra K o s c h a n y ,
name of birth Rosenmayer,
born 10th of July 1969,
Adress: ▇▇▇▇▇▇▇▇ ▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇,
has subscribed this document by own hand.
Mrs. Koschany was identified by her german
identity card with number 836 004 0670.
2. Mr. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ K o s c h a n y ,
born 20th of April 1963,
Adress: ▇▇▇▇▇▇▇▇ ▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇,
has subscribed this document by own hand.
Mr. Koschany was identified by his german
identity card with number ▇▇▇ ▇▇▇ ▇▇▇▇.
3. Mr. Jack H a r r o d ,
born 30th of June 1941,
Adress: Olympic Tower,
▇▇▇ ▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇,
has subscribed this document by own hand.
▇▇. ▇▇▇▇▇▇ was identified by his american pass-
port with number 131 214 368.
4. ▇▇. ▇▇▇▇▇▇ ▇ ▇ ▇ ▇ ▇ ▇ ,
born 24th of June 1937,
Adress: Olympic Tower,
▇▇▇ ▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇,
has subscribed this document by own hand.
▇▇. ▇▇▇▇▇▇ was identified by his driving licence
with number ▇▇▇ ▇▇▇ ▇▇▇.
Notary public doesn't confirm, that Mr. and Mrs. Koschany are authorized to sign
for NOVARS limited liability company and ▇▇. ▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇ are
authorized to sign for the company Manhattan Scientifics, Inc..
Munich, the 6th of August 1999
/s/ ▇▇▇▇▇▇▇ Poppelmann
(▇▇▇▇▇▇▇ Poppelmann)
Notary Public
[NOTARIAL SEAL]
▇▇▇▇▇▇▇ POPPELMANN
NOTAR IN MUNCHEN
(with regard to escrow provisions only)
By:
NOTARIZATION OF PARTY SIGNATURES:
MHTX:
NOVARS:
A. KOSCHANY:
P. KOSCHANY:
Schedule A - Description of Included Technologies
Schedule B - Milestone Timetable
Schedule C - NDA previously entered into
BACH & ASSOCIATES, N.Y., N.Y.
SCHEDULE A
Description of the Novars Technologies
The Novars Technologies consist of any and all technologies and
attendant intellectual property arising out of or relating to fuel cells of any
kind that are proprietary to Novars, the Koschanys, and/or any entities owned
and/or controlled by them, regardless of when developed.
Specifically, the Novars Technologies include, without limitation,
technologies covered by the patents listed below, including without limitation a
conventional fuel cell array that has been miniaturized substantially over the
current state of the art in fuel cell technology and which is compact, light,
ambient air ventilated, and formed of composite materials.
The patents listed below have been filed in Germany and cover, among
other things, the following Novars Technologies: (i) a hollow bolt for fueling
and stack compression; (ii) a method of forming silicon rubber gaskets onto the
fuel cell electrodes and assemblies that allows the cells to be assembled and
tested individually before being assembled into stacks; (iii) a method of
retaining water on the oxygen electrode electrolyte; and (iv) A composite cell
separator.
List of the Patents
--------------------------------------------------------------------------------
Patent Title Date of
Number Application
--------------------------------------------------------------------------------
Gasdichter Verbund aus 30.06.1998
DE 198 29 142.6 Bipolarplatte und MEA v.
PEM-Brennstoffzellen
--------------------------------------------------------------------------------
Elektrisch leitfahiges 11.08.1998
DE 198 36 267.6 Schichtmaterial
--------------------------------------------------------------------------------
Gasdiffusionsstruktur 04.09.1998
DE 198 40 517.0 senkrecht zur Membran
v. PEM-Brennstoffzellen
--------------------------------------------------------------------------------
Vorrichtung zur 20.04.1999
DE 199 17 722.8 Pressung und
Medienversorgung eines
Festelektrolytbrennstoffz
ellenstapels
--------------------------------------------------------------------------------
BACH & ASSOCIATES, N.Y., N.Y.
--------------------------------------------------------------------------------
PTC/DE Gasdichter Verbund aus 30.06.1999
99/01890 Bipolarplatte und MEA v.
PEM-Brennstoffzellen
--------------------------------------------------------------------------------
Schedule B - Milestone Timetable
Phase 1: Development of a high energy density portable
power supply unit
Technical Target Data:
Rated power: 300 W
Peak power: 400 W
Voltage: 12 V DC at rated power
19 V DC at open circuit
Current: 25 A at rated power
Energy content: 1 kWh el (at rated power)
Weight: about 3.2 kg
Energy density: > 300 Wh/kg (with respect to the complete system)
System Components:
Hydrogen Storage (300 bars, 2.2 l)
Main valve
Pressure reducer
Blow out valve
Fuel cell stack(s)
Blower
Electronics
Mechanical construction
Service Components:
BACH & ASSOCIATES, N.Y., N.Y.
Main valve
On / Off switch
LED's displaying: system o.k. / system error
Development Steps:
(a) Investigation of different stack configurations in order to achieve the
optimum for the demonstrator
- single stack design
- multiple stack design
- stack(s) with new cooling system
Included:
- adjustment of electrode structures
- improvement of bipolar plates
(b) Investigation of different hydrogen storages to decide in order to achieve
the optimum for the demonstrator:
- carbon fiber pressure vessels in cooperation with ▇▇▇▇▇ and SGL
- metal hydride storage systems in cooperation with Ergenics and GfE
(metal hydrides have increased weight but reduced volume compared to
pressure vessels)
(c) Development of pressure reducer and valves with support of the company
Drukon
(d) Development of appropriate blowers
(e) Electronics
- development of appropriate steering strategies
- implementation into a microprocessor controlled compact unit
(f) Mechanical assembly:
- integration of all system components in a lightweight mechanical
fixture
(g) Manufacturing of a demonstration load
BACH & ASSOCIATES, N.Y., N.Y.
Time and cost plan with milestones:
All described steps will start more or less at once in order to fulfill the
tight schedule. After movement of Novars to a new representable location is
planned within that period.
Start 95/09/05
Developmental steps:
Decision of the stack configuration
Decision of the integrated hydrogen storage system
Decision with the development of all vents and the
blower
Starting with the orders of the electronic devices
2000/02/05
1st Milestone
-------------
1st milestone
-------------
Developmental steps:
- Manufacturing and assembling of the fuel cell stack
- Assembling the total power unit and implementation into a microprocessor
controlled compact unit
- Manufacturing of a demonstration load
$200K
2000/05/04
-------------------
2nd milestone (end)
-------------------
$200K
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Definition of the 1st milestone:
1. Detailed definition of the used stack design as a result of the
investigation of different configurations (documented test data of the
investigations and drawings of the defined stack)
2. Detailed definition of the integrated hydrogen storage system as a result
of the investigations (documented test data of the investigations and
drawings of the defined stack)
3. Just in developing all other components for the power unit
Definition of the 2nd milestone:
All the technical target data are essentially fulfilled.
BACH & ASSOCIATES, N.Y., N.Y.
Phase 2: Development of Prototypes
In the second phase Novars will develop prototypes for different applications
for specific potential user on a case-by-case basis.
BACH & ASSOCIATES, N.Y., N.Y.
NON-DISCLOSURE AGREEMENT
NON-DISCLOSURE AGREEMENT, made this _____ day of June, 1999, by and
between (i) Novars Gesellschaft fur neue Technologien mbH (▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇), its affiliates, parent companies, subsidiaries, officers,
directors, employees, contractors, consultants, and their successors and assigns
(collectively, "Novars"); Samsung Electronics Co., Ltd. (416 Maetan-dong,
Paldal-Du, Suwon, Kyungki-Do, Korea), its affiliates, parent companies,
subsidiaries, officers, directors, employees, contractors, consultants, and
their successors and assigns (collectively, "Samsung"); and (iii) Manhattan
Scientifics, Inc. and Energy Related Devices, Inc. (127 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇)
(collectively, "Company").
RECITALS
A. Company is presently researching and developing Company's proprietary
micro fuel cell devices and/or technologies, among other things.
B. Novars is presently researching and developing Novars' proprietary fuel
cell devices and/or technologies.
C. The Company and Novars desire to evaluate the feasibility of a possible
business relationship with each other ("Purpose");
D. Novars and Samsung have a prior contractual relationship with respect
to Novars' proprietary fuel cell devices and/or technologies.
E. The parties may, in connection with the aforesaid, disclose to each
other certain proprietary and/or confidential information, including relating to
Company's proprietary micro-fuel cell devices and/or technologies, Novars'
proprietary fuel cell devices and/or technologies, and the details of Novars'
contractual relationship with Samsung, which information includes, but is not
limited to, discoveries, ideas, concepts, know-how, techniques, designs,
specifications, drawings, blueprints. tracings, diagrams, models, samples, flow
charts, data, computer programs, disks, diskettes, tapes, marketing plans,
contracts, customer names and other technical, financial or commercial
information and intellectual properties, whether in written, oral or other
tangible or intangible forms ("Information") and the parties are willing to
undertake to restrict the use and further disclosure of the Information.
NOW THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, the parties hereby agree as follows:
1. Each party who receives Information ("Receiving Party") shall keep all
Information received from the other party ("Disclosing Party") in whatever form
as strictly confidential and shall not disclose it to third parties without the
prior written consent of the Disclosing Party.
2. The Receiving Party shall not use information for any purpose other
than the Purpose set forth without the prior written consent of the
Disclosing Party. Information for any other use beyond the Purpose shall require
a separate written agreement between the parties.
3. Each Receiving Party shall restrict access to Information received from
the other Disclosing Party to only those of its employees, representatives,
contractors or advisors to whom such access is reasonably necessary or
appropriate for carrying out the Purpose. Upon request, each Receiving Party
agrees to obtain Non-Disclosure Agreements in substantially the same form as
this agreement from such individuals prior to disclosing Information to the
individuals.
4. Each Receiving Party agrees to exercise at least the same degree of
care in protecting Information from such disclosure as it exercises in respect
of its own confidential information and business secrets.
5. The foregoing obligations shall not apply to any Information which:
(a) is unprotected and is generally known to the public at the time
of disclosure through no fault of the Receiving Party; or
(b) was actually known to the Receiving Party prior to disclosure by
the Disclosing Party as proven by clear and convincing evidence by the
contemporaneous written records of the Receiving Party, and is unprotected; or
(c) is unprotected and is disclosed to the Receiving Party by a
third party who did not obtain such Information, directly or indirectly, from
the Disclosing Party, and who is not in any way infringing the rights of the
Disclosing Party, all of the foregoing to be proven by clear and convincing
evidence;
(d) has previously been independently developed by the Receiving
Party as proven by clear and convincing evidence by its contemporaneous written
records, and is unprotected, or
(e) is required by law, court order or a governmental agency to be
disclosed (in which case the Receiving Party will give the Disclosing Party as
much notice thereof as reasonably practicable and disclosure will be done only
to the extent required, and subject to confidentiality protection to the extent
reasonably possible).
6. The parties recognize that each of them may be part of an organization
of multiple legal entities in several jurisdictions and that it may be necessary
or appropriate for each party to provide Information to its affiliated
companies. For this purpose, each party agrees (both as the Disclosing Party and
as the Receiving Party hereunder) that:
(a) the Receiving Party may disclose Information to an Affiliate
(defined below) but only to the extent that such Affiliate reasonably has a need
to know such Information in order to carry out the Purpose;
(b) disclosure by or to an Affiliate of a party hereto shall be
deemed to be a disclosure by or to that party, as applicable; and
(c) each party guarantees that each of its Affiliates shall agree in
writing to this
agreement, and that each Affiliate shall observe and properly perform the terms
and conditions of this Agreement.
For the purpose of this paragraph 6, an "Affiliate" means
another entity which is controlled by a party hereto, which controls a party
hereto or which is under common control with a party hereto and "control" means
the direct or indirect ownership of more than 50% of the shares or interests
entitled to vote for the directors thereof or the equivalent, for so long as
such entitlement subsists, or equivalent power over management thereof.
7. The obligations set forth in this Non-Disclosure Agreement shall
survive the termination or expiration of this Agreement for any reason.
Accordingly, all Information obtained by a Receiving Party shall remain strictly
confidential in accordance with the provisions hereof, notwithstanding
termination of this Agreement.
8. Information shall be deemed the property of the Disclosing Party, and
the Receiving Party, upon request of the Disclosing Party, will return all
Information received in tangible form to the Disclosing Party or destroy all
such Information and all copies thereof or documents containing Information.
9. To the extent required by U.S. Export Administration Regulations, the
Receiving Party shall not disclose or otherwise export or reexport Information
(i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran,
Syria, or any other country which the U.S. has embargoed; or (ii) to anyone on
the U.S. Treasury Department's list of Specially Designated Nationals or the
U.S. Commerce Department's Table of Deny Orders.
10. The parties mutually acknowledge that the Disclosing Party makes no
representation or warranty as to the reliability, accuracy or completeness of
Information. It is agreed that neither party, nor any of its respective
officers, directors, employees, or agents shall have any liability to the other
party or any of its representatives arising from the use of Information in
compliance with this Agreement.
11. The parties further mutually acknowledge that, except for this
Non-Disclosure Agreement, neither party shall be committed to the other party in
any way unless and until a further formal agreement is duly executed and
delivered and that neither party is obligated in any way to enter into any such
agreement.
12. The parties acknowledge that the breach or threatened breach of this
Non-Disclosure Agreement may result in irreparable injury to the Disclosing
Party and that, in addition to its other remedies, the Disclosing Party shall be
entitled to injunctive relief to restrain any threatened or continued breach of
this Non-Disclosure Agreement. The parties hereby waive any requirement for the
posting of a bond or other security in connection with the granting to the
Disclosing Party of such injunctive relief.
13. No failure or delay of either party in exercising its rights herein
shall be deemed to be a waiver of such rights unless expressly made in writing
by the party waiving its rights. This Non-Disclosure Agreement contains the
entire understanding between the parties in respect of the subject matter
described above and supersedes all prior agreements in respect of the subject
matter hereof. The Non-Disclosure Agreement may not be terminated, modified,
amended or waived orally but only through a writing signed by an authorized
representative of the party against whom it is sought to be enforced. There are
no
representations or warranties except as expressly stated herein. Neither party
shall assign or transfer this Non-Disclosure Agreement to any third party
without the prior written consent of the other party. Consent is hereby given
with respect to the sale of, or the sale of substantially all of the assets of,
Company and/or Novars and/or Samsung.
14. Any notice to a party shall be deemed properly given if specifically
acknowledged by the other party in writing or when delivered to the recipient by
overnight courier and facsimile to the following addresses:
(a) if to the Company, to:
Manhattan Scientifics, Inc.
▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇
with a copy to:
Bach & Associates
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
(b) if to Novars, to:
Novars Gesellschaft fur neu Technologien mbH
▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
(c) N/A
or to such other address or addresses as a party shall designate by
notice given in such manner to the other party.
15. This Non-Disclosure Agreement is governed and interpreted in
accordance with the laws of the State of New York, without regard to its
conflict of laws principles, as if wholly performed therein. In the event of a
dispute, the parties hereby consent to the jurisdiction of courts, both federal
and state, located within the state of New York, and agree that venue shall be
in New York County, notwithstanding any other provision of law in any
jurisdiction in the world. The parties waive all rights to jurisdiction and
venue elsewhere in the world, and shall be estopped from making any motions to
change venue.
16. This Non-Disclosure Agreement may be executed by facsimile and in any
number of counterparts, each of which shall constitute an original, but all of
which, when taken together, shall be considered one document. Facsimile copies
of execution pages shall have the same weight, force and effect as originals.
17. This agreement shall remain in effect until terminated in writing by
all of the parties hereto.
WHEREFORE, the duly authorized representatives of each party have signed this
Non-Disclosure Agreement.
COMPANY: NOVARS:
MANHATTAN SCIENTIFICS, INC. Novars Gesellschaft fur neue Technologien mbH
By: /s/ ▇▇ ▇▇▇▇▇▇ 27/6/99 By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------- ----------------------------
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Manager
Chief Operating Officer
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Individually and
as President of Novars
ENERGY RELATED DEVICES, INC. N/A
27/6/99
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
Vorstehende Abschrift stimmt
mit der Urschrift uberein.
Munchen, den 06.08.1999
/s/ ▇▇▇▇▇▇▇ Poppelmann
(▇▇▇▇▇▇▇ Poppelmann)
N o t a r