Exhibit 10.1
AMENDMENT NO. 4 to JOINT DEVELOPMENT AGREEMENT
Between
FUELCELL ENERGY, INC.
and
EXXONMOBIL TECHNOLOGY AND ENGINEERING COMPANY
ExxonMobil Technology and Engineering Company (“ExxonMobil”) and FuelCell Energy, Inc. (“FCE”) are Parties to the Joint Development Agreement with an Effective Date of October 31, 2019 and an ExxonMobil Agreement No. LAW-2019-3608 as amended on October 31, 2021, April 30, 2022, and December 1, 2022 (collectively, “Agreement”).
WHEREAS, the December 19, 2022 amendment of the Agreement (i) provided for the continuation of research that would enable the Parties to finalize data collection in support of the project gate decision to use the developed technology in an FCE fuel cell module demonstration for capturing carbon at ExxonMobil’s Rotterdam facility, ii) allowed for the continuation of the development, engineering and mechanical derisking of the Generation 2 Technology fuel cell module prototype, and iii) allowed for studying the manufacturing scale-up and cost reduction of a commercial Generation 2 Technology fuel cell carbon capture facility; and,
WHEREAS, the Parties now wish to further amend the Agreement to allow the Parties the opportunity to continue (a) derisking of the Generation 2 Technology fuel cell module demonstration prototype for Rotterdam and (b) the joint marketing and sales efforts to inform development of a new business framework between the Parties beyond the current Agreement structure.
To accomplish this, effective August 31, 2023, the Parties hereby agree as follows:
1. | Article 12.01 Term. shall be deleted in its entirety and replaced with the following: |
12.01Term. Unless sooner terminated in accordance with this Article, this Agreement will continue in full force and effect beginning on the Effective Date and ending fifty-three (53) months thereafter on March 31, 2024 (“Term”).
2.Article 10.01 Project Costs, a) shall be deleted in its entirety and replaced with the following:
10.01 Project Costs
a)ExxonMobil will reimburse FCE for Research Costs (i.e., cumulative FTE Costs and Direct Costs) for each Project subject to total caps set forth herein and in the relevant Project Description. Research Costs of FCE paid for by ExxonMobil will be limited to FTE Costs for time actually spent on the Program and Direct Costs actually incurred and approved in advance by the Steering Committee. The cumulative Research Costs for the Program will not exceed sixty-seven million
