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EXHIBIT 10.24
ASC/IAI
RESEARCH & DEVELOPMENT AGREEMENT
JANUARY 1, 1996
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CONTENTS
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ARTICLE I: DEFINITIONS.................................................. 3
1.1 "Precursor Material(s)"...................................... 3
1.2 "Mechanical Deformation"..................................... 3
1.3 "Superconducting Materials".................................. 3
ARTICLE II: THE PROGRAM................................................. 3
2.1 Scope........................................................ 3
2.2 Duration..................................................... 4
2.3 Funding...................................................... 4
2.3.1 IAI Funding of Work performed by ASC.................. 4
2.3.2 IAI Funding of Work performed by IAI.................. 5
2.3.3 ASC Funding........................................... 6
2.4 Management of Research....................................... 6
2.5 Program Review Board......................................... 6
2.6 Parties to Make Technology Available......................... 7
2.7 Renewal, Expiration or Termination........................... 7
2.7.1 Early Termination..................................... 8
2.7.2 Conditional Stock Warrants............................ 9
2.8 Records and Reports.......................................... 11
2.9 Precursor Material(s)........................................ 12
2.10 Success of Program........................................... 12
2.11 Rights and Obligations at Close of the Program............... 13
2.12 Inventions................................................... 15
ARTICLE III: JOINT VENTURE.............................................. 17
ARTICLE IV: RIGHTS AND OBLIGATIONS REGARDING JOINT VENTURE............... 22
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4.0 The Joint Venture............................................ 22
4.1 American Superconductor Corporation.......................... 24
4.2 Inco Alloys International, Inc............................... 25
ARTICLE V: CONFIDENTIALITY.............................................. 26
ARTICLE VI: Miscellaneous................................................ 28
6.1 Assignment: Benefit and Binding.............................. 28
6.2 Export Controls.............................................. 28
6.3 Notices...................................................... 29
6.4 Applicable Law; Entire Agreement; Headings................... 29
Exhibits A-D
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ASTERISKS DENOTE SUCH OMISSIONS.
RESEARCH AND DEVELOPMENT AGREEMENT
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THIS RESEARCH AND DEVELOPMENT AGREEMENT, which is effective as of January
1, 1996 ("EFFECTIVE DATE"), is made by and between American Superconductor
Corporation ("ASC"), a Delaware corporation having a place of business at Two
Technology Drive, Westborough, Massachusetts 01581, and Inco Alloys
International, Inc. ("IAI"), a Delaware corporation having a place of business
at 3200 Riverside Drive, Huntington, West Virginia 25705
W I T N E S S E T H
WHEREAS, ASC has developed and/or acquired, and owns a body of proprietary
technology, or rights thereto, relating to superconductors, including but not
limited to high temperature oxide superconductors and techniques for causing the
oxidation of metals for subsequent use in the form of superconductive wires,
rods, ribbons and other product forms ("ASC PROPRIETARY TECHNOLOGY");
WHEREAS, IAI has developed and owns rights to (a) proprietary technology
relating to a *************************************
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ASTERISKS DENOTE SUCH OMISSIONS.
**************************************************************
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************************* (hereinafter collectively referred to as the "IAI
PROPRIETARY TECHNOLOGY");
WHEREAS, pursuant to a prior agreement (the "OLD AGREEMENT") entered into
between them and dated May 25, 1990 (which agreement, as heretofore amended is
now superseded hereby), ASC and IAI have, during the period July 1, 1988 through
December 31, 1995, conducted a research and development program which
demonstrated the feasibility of forming precursor materials using IAI
Proprietary Technology and converting them to superconducting materials using
ASC's Proprietary Technology, and in which the parties jointly developed
technology (the "JD TECHNOLOGY") related to the formation of specific
superconducting materials;
WHEREAS, the parties are desirous of entering into a further research and
development Program (the "PROGRAM") in which work will be done by both parties
with the objectives of further developing processing technologies, providing
superconducting materials for evaluation/research purposes and for sale, and
generating engineering data that will be useful or necessary in setting up a
pilot plant to produce Precursor Material(s) in a joint venture, which the
parties contemplate entering into at such time that the demand for the Precursor
Material(s) in question reaches a level that makes a joint venture commercially
viable;
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NOW, THEREFORE, in consideration of the mutual covenants herein set forth,
the parties hereto agree as follows:
ARTICLE I: DEFINITIONS
1.1 "PRECURSOR MATERIAL(S)" shall mean any system of at least one reactive
metallic component which has been subjected to IAI's Mechanical Alloying
process, both as originally produced by such Mechanical Alloying and as
subsequently consolidated and formed into a rod, wire or other such form by
Mechanical Deformation. Precursor Material shall not include a system which has
been processed to be superconducting. The term "REACTIVE METALLIC COMPONENT"
shall not include a non-reactive or noble metal such as gold, silver or
platinum.
1.2 "MECHANICAL DEFORMATION" shall mean the deforming, whether by hot, warm
or cold working and whether by forging, rolling, extruding or any other process,
of a Precursor Material from one product form (such as billet, slab, powder,
plate, bar, etc.) into another product form (such as rod, wire, strip, sheet
tubing, or other shape), or reducing the size thereof.
1.3 "SUPERCONDUCTING MATERIALS" shall mean any ceramic material(s), which
is superconducting, including but not limited to oxides, sulfides, nitrides,
carbides and other ceramics, ceramics produced from Precursor Materials, and
ceramics produced directly from other metal forming methods and subsequently
formed into rod, wire or other such form.
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ARTICLE II: THE PROGRAM
2.1 SCOPE. The Program shall consist of research and development conducted
by ASC and IAI, subject to the terms and conditions of this Agreement, into the
development and production of Precursor Materials, the development of Mechanical
Deformation, and the development and manufacture of Superconducting Materials in
the form of wires, bars, rods, sheets, strip, tubing or other shapes, all as
more specifically described in the Statement of Work attached hereto as Exhibit
A and incorporated herein by reference.
2.2 DURATION. The Program shall remain in effect for a period of three
years from 1 January 1996, subject to annual renewals, and unless earlier
terminated, all as hereinafter set forth.
2.3 FUNDING.
2.3.1 IAI FUNDING OF WORK PERFORMED BY ASC. IAI will provide funds to
support the Program in an aggregate amount of up to $1.1 Million during the
first year. The amount of funding, expected to be no more than the first year
annually, for the second and third years of the Program, subject to mutually
agreed to renewals of the Agreement, will be determined at least sixty (60) days
before the end of each year of the Program. Funding for the first year of the
Program will be in four equal quarterly payments of $275,000.00 each, payable by
no later than February
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15, 1996 and the fifteenth day of each calendar quarter thereafter. Payments for
the second and third years of funding will be made quarterly within fifteen (15)
days of the start of each calendar quarter. All funds paid by IAI pursuant to
this Section shall be expended for no purpose other than the Program. All
equipment purchased with such funds shall be the property of ASC, but the Joint
Venture will be given any of such equipment it requests. If ASC ceases
operations and is liquidated during the term of the Agreement, IAI will become
the owner of the equipment. All funding obligations of IAI under this Section
shall cease upon early expiration or termination of this Agreement pursuant to
Section 2.7 hereof.
2.3.2 IAI FUNDING OF WORK PERFORMED BY IAI.
(a) IAI will provide funds to support the IAI portion of the Program in an
aggregate amount of at least *********** during the first year of the Program.
The level of funding for the second and third years of the Program subject to
mutually agreed Agreement renewals will be determined at least sixty (60) days
before the end of the prior calendar year of the Program.
(b) As part of the work to be performed by IAI, IAI will have the option to
assign by mutual agreement one or more IAI employee(s) to be located at ASC to
directly participate in ASC R&D work covered under the Program. All employee
related costs, e.g., salary, benefits, travel, supplies and office rental, for
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such IAI employee(s) will be paid by IAI. The IAI employee(s) will report to the
Chief Technical Officer, VP Manufacturing or Program Manager unless otherwise
agreed, on Program issues, and to the IAI VP. Research & Technology on
administrative matters.
2.3.3 ASC FUNDING. ASC will fund the Program in an annual aggregate amount
of up to US $1.2 Million. The amount of funding for the second and third years
of the Program subject to mutually agreed to renewals of the Agreement will be
determined at least sixty (60) days before the end of each year of the Program.
All funds paid by ASC pursuant to this Section shall be expended for no purpose
other than the Program. All equipment purchased with such funds shall be the
property of ASC, but the Joint Venture will be given any of such equipment it
requests. If ASC ceases operations and is liquidated during the term of the
Agreement, IAI will become the owner of the equipment. All funding obligations
of ASC under this Section shall cease upon early termination by IAI or ASC
pursuant to Section 2.7 hereof.
2.4 MANAGEMENT OF RESEARCH. ASC shall be responsible for the direct
management and supervision of the research conducted in the Program at ASC, and
IAI shall be responsible for the direct management of the research in the
Program at IAI and Michigan Technical University, subject to the oversight
responsibilities of the Review Board referred to below. Both ASC and IAI shall
staff the Program with qualified personnel to enable the Program to
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progress in accordance with the goals and criteria set forth in Exhibit A
hereto.
2.5 PROGRAM REVIEW BOARD. There is hereby established a Program Review
Board (the "REVIEW BOARD"), which shall have the responsibility of overseeing
and monitoring the Program. The Review Board shall be comprised of four (4)
members, consisting of two (2) representatives appointed by ASC and two (2)
representatives appointed by IAI. The Review Board's responsibilities,
obligations and powers (including alteration of the scope and direction of the
Program as made necessary or desirable by developments in the Program and/or in
the field of superconductivity) shall be as specifically set forth on Exhibit B
attached hereto and incorporated herein by reference.
2.6 PARTIES TO MAKE TECHNOLOGY AVAILABLE. To the extent that they now or
hereafter have the legal right to do so, ASC and IAI hereby agree that,
throughout the Program, each will make available to the other such technology
(including proprietary technology) relating to Precursor Material(s), Mechanical
Deformation, and/or converting Precursor Material(s) to Superconducting
Material(s) as may be reasonably necessary to carry out the Program.
2.7 RENEWAL, EXPIRATION OR TERMINATION. The parties will determine the
business viability of continuing the Program at the end of each year of the
Program and renew the Agreement, effective
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January 1, 1997 and January 1, 1998 respectively, for years two and three of the
Agreement. If the Program is not renewed, i.e. the Program is to be terminated,
the party deciding not to renew the Agreement will advise the other party in
writing sixty (60) days prior to the scheduled renewal date. Funding of the
Program will continue during this notice period, at the end of which the
Agreement shall expire. Notwithstanding the absence of any such notice of a
decision not to renew, the Agreement shall expire, and be deemed to have
terminated without default by either party:
a) on December 31, 1996 if the parties fail to agree, on or before
such date, upon either the funding of the Program for calendar year 1997,
or the formation of a joint venture.
b) on December 31, 1997 if the parties fail to agree, on or before
such date, upon either the funding of the Program for calendar year 1998,
or the formation of a joint venture.
c) on December 31, 1998 if the parties fail to agree, on or before
such date, upon a further renewal of the Agreement and the appropriate
funding therefor, or the formation of a joint venture.
2.7.1 EARLY TERMINATION. Either party shall have the right to terminate the
Program, in the event of a breach by the other party of a material obligation
hereunder, by serving sixty
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(60) days' written notice upon the other party, setting forth the cause and
specifying the date of termination. The party in breach shall provide a plan for
corrective action to cure the breach within this sixty (60) day period. The
non-breaching party shall have thirty (30) days to either approve the plan or
reject it. If the parties are unable to agree upon a plan for corrective action
within sixty (60) days the agreement shall terminate.
2.7.2 CONDITIONAL STOCK WARRANTS. If the Agreement is terminated after
December 31, 1997 or the Joint Venture is not formed at the end of the Agreement
period, then ASC will provide the following consideration to IAI:
(a) If either or both of ASC and IAI determine(s) that the Precursor
Material product will not achieve the technical goals set forth
in Exhibit A hereto, or will not be commercially viable,
OR If the Joint Venture discounted Cash Flow ("DCF") analysis shows
a return on investment ("ROI") of less than *** and IAI decides
not to proceed with the program or Joint Venture,
then at the time when it is determined that a joint venture will
not be formed between ASC and IAI for the manufacture of
Precursor Materials, ASC will convey to IAI, ASC warrants (the
"WARRANTS"), as full consideration for the IAI investments
disbursed to ASC pursuant hereto, as follows:
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ASTERISKS DENOTE SUCH OMISSIONS.
(i) To compute the number of ASC shares into which the Warrants
to be so issued may be subsequently converted (the "NUMBER OF
WARRANTS"), the IAI quarterly investment made pursuant hereto
after December 31, 1995 will be divided by the greater of
***************************** ********* for ASC stock during that
calendar quarter, or ********************** agreed floor price,
with appropriate adjustment of (x) and (y) for any stock splits.
The Number of Warrants so calculated for each quarterly
investment during the period from January 1, 1996 to the date of
conveyance of the Warrants, will be adjusted for any subsequent
stock splits, and will be added together and distributed to IAI,
without payment of any additional consideration by IAI. (ii) The
Warrants so conveyed to IAI will be exercisable at any time
during the ten (10) year period following the date of such
conveyance. (iii) The price (the "Strike Price") at which the
various Warrants so conveyed will be exercisable will be
specified as the relevant ******************************
******************************************* used to compute the
Number of Warrants for the IAI calendar quarter investment for
which the Warrants in question were issued.
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(iv) At IAI's option, ASC will permit IAI to exercise the
Warrants in the form of a cashless transaction, whereby ASC will
sell the IAI Warrants on IAI's behalf and at no additional cost
to IAI, and will remit to IAI the funds corresponding to the
excess of the ASC stock price at the time of such exercise over
the specified Strike Price of the Warrants.
(b) If IAI determines that the Precursor Material product or Joint
Venture will not be commercially viable, for reasons other than
as identified in Section 2.7.2(a),
OR If IAI decides not to continue investing in the Precursor
Material product for reasons that are not associated with the
technical or commercial viability of the Precursor Material
product, then ASC will convey Warrants to IAI in accordance with
all of the terms set forth in Section 2.7.2 (a), except that the
Number of Warrants shall be one-half (1/2) of the number computed
in the manner set forth in Section 2.7.2(a).
2.8 RECORDS AND REPORTS. ASC and IAI will prepare and maintain full and
accurate records and books relating to the progress and status of the Program,
all financial matters connected therewith, and all expenditures made or costs
incurred in connection therewith. Such records and books shall be made
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available at all reasonable times for inspection and review by the Review Board
and/or its designees. At least once each calendar quarter, ASC and IAI will
prepare and deliver to the other (with copies to the Review Board) reports
setting forth: (a) summaries of the status and progress of the Program; (b) all
expenditures made or costs incurred in connection therewith; and (c) projections
of expenditures required in connection with the Program for each of the 12
months following the date of such reports.
2.9 PRECURSOR MATERIAL(S). Should one party conclude that a Precursor
Material(s) tested under the Program is not commercially viable, or should one
party choose for any reason to discontinue development of such Precursor
Material(s) under the Program or to exclude such Precursor Material(s) from the
products to be exploited by a joint venture formed pursuant hereto, the other
party shall have the right to exploit (and have exploited on its behalf) such
Precursor Material(s) in the field of superconductivity without accounting to
the one party. Should such situation occur, if IAI is the one party it hereby
agrees to license its Mechanical Alloying and its Mechanical Deformation
technologies to ASC, or on behalf of ASC, under reasonable terms and conditions
for use in connection with such Precursor Material(s) and if ASC is the one
party it hereby agrees, at IAI's option, to either (a) issue warrants to IAI in
accordance with
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Section 2.7.2, or (b) license its Proprietary Technology for converting
Precursor Materials to Superconducting Materials to IAI, or on behalf of IAI,
under reasonable terms and conditions for use in connection with such Precursor
Material(s).
2.10 SUCCESS OF PROGRAM.
(a) By no later than October 1, 1998 (or within sixty (60) days after
the end of calendar year 1996 or 1997, in the event that this Agreement is not
extended for the subsequent year upon mutually acceptable terms) IAI and ASC
shall determine in good faith whether to enter into a joint venture pursuant to
the terms of ARTICLE III hereof for the purpose of commercially exploiting the
Joint Technology.
(b) If the parties determine not to enter into a joint venture, of if
for any reason the parties fail to enter into a Joint Venture not later than
October 1, 1998 (or any mutually agreed upon extension pursuant to Section
2.10(c)), then
(i) neither party shall have any further rights or obligations
pursuant to Articles III and IV hereof; and
(ii) all other provisions of this Agreement shall remain in full
force and effect.
(c) IAI and ASC may mutually agree to extend the Program beyond
December 31, 1998 and postpone the decision in regard to a joint venture until
more data, information and expertise is assembled, or to complete negotiations
directed to
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formation of joint venture.
2.11 RIGHTS AND OBLIGATIONS AT CLOSE OF THE PROGRAM. At such time as the
Program comes to any end, whether by expiration or as a result of early
termination by IAI or ASC,
(a) Neither party shall have any further obligations to make technology
available pursuant to Section 2.6;
(b) with respect to technology that either pary has previously
furnished to the other pursuant to Section 2.6, subject to the licensing
obligations set forth in paragraphs (e) and (f) below, neither party shall have
any license under any patent rights of the other and (ii) either party's rights
to use or disclose Confidential Information of the other party shall be governed
by the provisions of Section 5.1;
(c) Subject to the provisions of Sections 2.12, 5.1 and 5.3, either
party may use any information in its possession that was generated in the course
of the Program;
(d) ASC shall retain ownership of all equipment purchased by ASC with
funds provided hereunder by IAI, except that if the Joint Venture comes into
being this equipment will if so requested become the property of the Joint
Venture, and if ASC and the Joint Venture both cease to operate, the equipment
will be transferred to IAI.
(e) In the event that the Program is terminated as a result of a
decision by one party not to proceed therewith, the
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one party shall be prepared to make available to the other party, upon
reasonable terms, a non-exclusive license to such technology, relating to
Precursor Materials and previously disclosed pursuant to Sections 2.6 and 2.9,
as may be useful to the other party to make Superconducting Material(s). This
non-exclusive licensing provision shall apply only to the extent that the
terminating party (or, at the option of the other party, a joint venture formed
pursuant to Articles III and IV) is unwilling or unable to supply Precursor
Materials to the other party under terms and conditions reasonably acceptable to
the other party.
(f) In the event that the parties do not proceed with a joint venture
within the period(s) provided by Section 2.10, then each party shall be
obligated to make available to the other party, upon reasonable terms, a
non-exclusive license to such technology, relating to Precursor Material(s) and
previously disclosed pursuant to Sections 2.6 and 2.9, as may be useful to the
other party to make Superconducting Materials, to the extent that the granting
party in question may legally grant such license.
2.12 INVENTIONS. With respect to any inventions, discoveries, manufacturing
processes or procedures, trade secrets, or other technical information or
know-how (hereinafter collectively, "INVENTIONS") conceived or reduced to
practice as a result of or otherwise in the course of the efforts expended by
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ASC and/or IAI during the course of or as a consequence of the Program,
(a) all such Inventions shall be owned jointly by the parties;
(b) ASC shall not use (or license others to use) such Inventions relating
to Mechanical Alloying or Mechanical Deformation except to make, use or sell (i)
Superconducting Materials, (ii) any other superconductors, including elemental,
metallic alloy, intermetallic and organic superconductors, or (iii) any products
or systems containing any such Superconducting Materials or other
superconductors, or any parts or components of any such products or systems;
(c) IAI shall not use (or license others to use) any such Invention (i) to
make, use or sell Superconducting Materials (ii) except as provided as Section
4.2.3 to make, use or sell Precursor Material(s);
(d) Either party may, at its own cost and option, file patent applications
directed to jointly owned Inventions, but the parties will consult with each
other prior to filing any such applications and, after filing, IAI and ASC will,
jointly, and then the Joint Venture, if it comes into being will be responsible
for further prosecution, maintenance and record keeping;
(e) To the extent there is any infringement of rights in jointly-owned
patents, either party may (at its own option and
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expense) bring suit with respect to any such infringement in its field of
interest and the other party (at the cost of the party bringing suit) will
cooperate. Either party, at its own option and expense, may bring suit with
respect to any infringement of a patent owned solely by it;
(f) If ASC ceases to conduct business in the field of Superconducting
Materials; then IAI shall have an exclusive license (subject to any licenses
then previously granted) to use such Inventions to make, use or sell Precursor
Materials and Superconducting Materials;
(g) If IAI ceases to conduct business in the Mechanical Alloying or
Mechanical Deformation field, then ASC shall have an exclusive license (subject
to any licenses then previously granted) to use such Inventions to make, use or
sell Precursor Materials and Superconducting Materials.
ARTICLE III: JOINT VENTURE
3.1 Provided that ASC and IAI agree that it is feasible and desirable to
proceed towards the commercial exploitation of the Proprietary and Joint
Technologies, then the parties shall negotiate in good faith to form a jointly
owned business entity (the "JOINT VENTURE"), to produce Precursor Materials
and/or, as noted below, Superconducting Materials ("JV PRODUCTS"). The parties
have agreed that each of them shall advise the other, by no later than October
1, 1998, of its intention to form such a
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Joint Venture, notwithstanding the possibility that further expenditures may be
required on development or scale-up activities before commercial production can
be commenced.
3.2 Should the parties proceed with forming such Joint Venture, then the
rights and obligations of the parties in and to the Joint Venture, will be set
forth in a suitable agreement (the "JOINT VENTURE AGREEMENT") which the parties
will enter into at such time. It is agreed and understood that the parties will
seek to ensure that any Joint Venture Agreement which they enter into will
incorporate and implement the general principles set forth in the following
sections of this ARTICLE III.
3.3 The business of the Joint Venture will comprise the operations of
Mechanically Alloying of metallic powders, and consolidation and Mechanical
Deformation to produce agreed forms of Precursor Materials.
In the event that ASC plans to manufacture Superconducting Material(s)
based on Precursor Material(s) other than with a third party with whom it has a
strategic alliance or relationship to produce end products, then the Joint
Venture will be provided an opportunity to participate in the manufacturing of
the Superconducting Materials.
3.4 The prime assets of the Joint Venture will comprise all of the patents
and know-how developed jointly by the parties since the commencement of their
collaboration, and the right to practice
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the patents and know-how owned by, or licensed to, either of the parties and
required to produce the JV Product(s), to the extent that the parties may
legally grant such licenses (collectively the "JV TECHNOLOGY"), as well as
contributions of equipment and/or cash made by the parties to the Joint Venture
upon its formation.
3.5 For purposes of computing the percentage ownership ("EQUITY INTEREST")
of each of the parties in the Joint Venture at the time of its formation, and of
adjusting such equity interests to reflect any future dilution due to a failure
to contribute to future cash requirements of the Joint Venture, the contribution
of the JV Technology to the Joint Venture by the parties shall be deemed an
equal investment by each party, and the value of such combined investment
through December 31, 1995 deemed to be $**********. Effective January 1, 1996,
the investment base for the Joint Venture will be the sum of the deemed
investment base for the period prior to January 1, 1996, plus dollar for dollar
investments made by either party from January 1, 1996 onwards.
3.6 It is intended that the contributions, of cash or equipment, to be made
by the parties to the Joint Venture at the time of its formation, will be
substantially equal so that their Equity Interests in the Joint Venture will be
substantially equal.
3.7 The parties may agree to add minority participants to the Joint
Venture, in which event the equity interests to be acquired by such participants
would be contributed equally from
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the equity interests of ASC and IAI, unless otherwise agreed.
3.8 Major decision making for Joint Venture matters would be by a Joint
Venture committee ("BOARD"), on which the representation and voting power would
reflect the equity interests of the Joint Venture partners, with appropriate
protection for any minority interest, as explained below.
3.9 Matters to be decided by the Board would include major expenditures,
approval of budgets and issuing of called sums seeking additional capital
contributions from the partners, in proportion to their respective equity
interests.
3.10 Failure to contribute to approved budgets would result in dilution of
the equity interest of the party in question, based on the valuation of the
investments of the parties, at the time of such failure to contribute, in
accordance with the provision of Section 3.5 above.
3.11 Unless or until otherwise decided by the Board, ASC will provide
management for operations of the Joint Venture's facility, as well as technical
and/or administrative services for the Joint Venture, all in accordance with
contracts approved by the Board.
3.12 Decisions of the Board will be made based on simple majority voting,
except that the following matters will require the approval of a two thirds
majority of the Board:
a) dissolution of the Joint Venture;
b) sale or disposition of any Joint Venture asset
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having a fair market value of ONE MILLION (U.S.$1,000,000.00) DOLLARS or
more;
c) location or relocation of any Joint Venture owned or leased
commercial production facility;
d) approval of any right or license to be granted to a third party to
practice any of the JV Technology;
e) approval of any budget entailing an expenditure, in any given year,
amounting to more than 50% of the then current total cumulative investment
of the partners in the Joint Venture.
f) approval of any contract between the Joint Venture and one of the
Joint Venture partners.
3.13 The Joint Venture would supply and ASC would purchase all of ASC's
requirements for JV Product(s), at a price (the "PURCHASE PRICE") to be set by
the Board of the Joint Venture. The Joint Venture may also sell JV Product(s) to
third parties, as authorized by ASC.
3.14 The understanding is that the Purchase Price should correspond to the
price obtainable by the Joint Venture from an arm's length transaction with a
third party (less any customary sales commission), and, in the absence of such a
reference price, the Purchase Price should be reasonable in relation to the
market price of the system, device or component (the "END PRODUCT") which is
made by ASC from the JV Product(s), and should ensure to the
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Joint Venture a reasonable level of profit, in accordance with Section 3.15
below.
3.15 It is understood that the Board will seek to establish the Purchase or
Transfer Price, and modify it from time to time, considering, among others, the
following criteria:
a) Taking into account all costs, both fixed and variable, other than
the cost of silver used which is to be passed through to ASC (the "SILVER
ACCOUNTING COSTS") incurred in the various operations involved in the
production of the End Product, and the selling price of such End Product,
exclusive of the cost of the silver therein (the "SILVER-FREE SELLING
PRICE"), the Purchase Price should consist of the cost of the included
silver (adjusted for processing yield, inventory carrying and
scrap-recycling costs) plus an amount which would be related to the
Silver-free Selling Price in a ratio commensurate with the relation of the
Silver-free Cost of producing the JV Product to the Silver-free Cost of
producing the End Product.
b) The Board will aim to set the Purchase Price in order to achieve a
minimum gross margin as defined by standard accounting practice that
results in a *** DCF ROI calculation for the Joint Venture, again using
standard accounting practice and treating the Silver Accounting Costs as
indicated in paragraph 3.15(a).
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26
c) The gross margin for the Joint Venture will be similar to the
average gross margin for Metallic Precursor Superconducting wire sold by
ASC.
ARTICLE IV. RIGHTS AND OBLIGATIONS REGARDING JOINT VENTURE
4.0 THE JOINT VENTURE
4.0.1 The Joint Venture shall produce JV Product(s), using technology
(including Joint Technology (as defined in Exhibit D) and technology developed
in the course of the Program and thereafter) relating to Mechanical Alloying or
Mechanical Deformation, and shall sell such JV Product(s) to or through ASC upon
the terms and conditions referred to in ARTICLE III above.
4.0.2 The Joint Venture may also decide to sell one or more JV
Product(s) to third parties as authorized by ASC.
4.0.3 The Joint Venture will be responsible for:
(a) The prosecution, maintenance and enforcement of patents and
patent applications and Inventions used by the Joint Venture owned by either
party; and
(b) Payment of all royalties due to third parties on account of
manufacture, use or sale of any Inventions licensed or sublicensed to the Joint
Venture.
4.0.4 Any Inventions conceived or reduced to practice in the course of
work by or for the Joint Venture shall be owned, and the, parties shall have
rights therein, as provided in Section 2.12; however, the Joint Venture shall
have the
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exclusive, royalty-free right to use such Inventions to manufacture JV
Product(s).
4.0.5 So long as ASC purchases all its requirements of JV Product(s)
from the Joint Venture, the Joint Venture will not compete with ASC in respect
of the commercial sale of JV Products. The Joint Venture also will agree that,
if in any country ASC owns or is the exclusive licensee of an issued duly
maintained patent having one or more claims which have not been held invalid
that encompass oxidation of Precursor Materials, it will not knowingly sell
Precursor Materials to any customer (other than a licensee of ASC regarding said
oxidation process) for manufacture or sale of JV Products in such country. To
implement this provision, ASC shall provide the Joint Venture with a list of
apposite patents, which list shall be updated from time to time.
4.0.6 ASC and IAI will form a Joint Venture Planning Team by June 1,
1997 to initiate detailed reviews of the JV business model, assess the
commercial status of development work and establish the plan and timing for the
formation of the Joint Venture.
4.1 AMERICAN SUPERCONDUCTOR CORPORATION.
4.1.1 In the event ASC, during the life of this Agreement or of the
contemplated Joint Venture, obtains rights from a third party, determines that
it already possesses, or independently develops materials or materials
processing
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technology that would be of value in the Joint Venture, it shall endeavor to
make such technology available for use in the Joint Venture.
4.1.2 ASC agrees to purchase all its commercial requirements for JV
Product(s) exclusively from the Joint Venture, to the extent the Joint Venture
is ready, willing and able to supply the same upon the terms and conditions
referred to in ARTICLE III above, for a period commensurate with the life of the
Joint Venture. It is understood and agreed that ASC is free to produce or to
purchase Superconducting Materials other than the JV Product(s); it is also
understood and agreed that ASC is free to produce and purchase Precursor
Materials of the type which are unavailable from the Joint Venture. This
provision does not apply to Precursor Material(s) which fall within Section
4.2.1, below.
4.2 INCO ALLOYS INTERNATIONAL, INC.
4.2.1 In the event that the Joint Venture is unable to manufacture
Precursor Material(s) so as to satisfy its requirements therefor, IAI agrees to
use its best efforts to do so, and only if it is unable to do so, IAI will
license its Mechanical Alloying and Mechanical Deformation technologies to ASC,
or another company designated by ASC, solely for the purpose of producing
Precursor Materials under reasonable terms and conditions in order that ASC
shall have a source of Precursor Materials.
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29
4.2.2 In the event IAI, during the life of this Agreement or of the
contemplated Joint Venture, obtains rights from a third party, determines that
it already possesses, or independently develops materials, materials processing,
or oxidation technology, which would be of value in the Joint Venture, it shall
endeavor to make such technology available to the Joint Venture.
4.2.3 IAI agrees not to commercially sell, or license a third party to
sell, Precursor Materials or JV Superconducting Materials competitive with
Precursor Materials or Superconducting Materials of ASC or the Joint Venture for
a period of three (3) years from the termination of this Agreement or for the
period of the Joint Venture, whichever is longer. IAI further agrees that, if in
any country ASC holds an issued, duly maintained patent having one or more
claims which have not been held invalid that encompass oxidation of Precursor
Materials, it will not knowingly sell Precursor Materials to any customer (other
than a licensee of ASC regarding said oxidation process) for manufacture or sale
of Superconducting Materials in such country. To implement this provision, ASC
shall provide IAI with a list of apposite patents, which list shall be updated
from time to time.
ARTICLE V. CONFIDENTIALITY
5.1 The parties agree that throughout the duration of the Program and any
Joint Venture which is formed, and for a period of
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five (5) years thereafter, or until December 31, 2001, whichever is longer,
neither party shall disclose Confidential Information belonging to the other to
any third party or, except as provided by Sections 2.11 and 2.12, use the same
for any purpose other than the Program. Information shall not be deemed
Confidential, and the receiving party shall have no obligations in respect of
any information which (i) is known to the receiving party prior to disclosure,
as evidenced by the receiving party's tangible records; or (ii) is or becomes
known to the public through no act or omission on the part of the receiving
party; or (iii) is obtained by the receiving party from a third party who is not
under any obligation or restriction not to disclose the same; or (iv) is
approved for release or utilization outside the scope of the Program by the
express written authorization of the disclosing party. As used herein,
"Confidential Information" shall mean information designated and labeled as such
in writing by the disclosing party and, if disclosed verbally, reduced to
writing and forwarded to the receiving party with a "Confidential" designation
within thirty (30) days after verbal disclosure. This provision applies only to
information provided in connection with the Development Period, and the parties
agree that any Joint Venture or other commercial agreement may include further,
longer term and more stringent confidentiality provisions.
5.2 It is understood that third parties will be doing
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consulting work, or working in partnership, for or with IAI and/or ASC. Thus,
either IAI or ASC may disclose on a need to know basis Confidential Information
of the other provided that each individual or company to whom such information
is disclosed undertakes in writing to maintain such information confidential on
the same basis as required in Section 5.1.
5.3 All information relating to Inventions, including but not limited to
information included in Program reports and technical data generated at either
IAI or ASC in the course of the Program shall be "Confidential Information"
subject to the obligations of Section 5.1; and such information may be released
only after approval of the Review Board, except that to the extent that either
party is required to release or disclose such information as part of its normal
business operation it may do so on terms and conditions consistent with those on
which it releases or discloses its own similar confidential information.
ARTICLE VI. MISCELLANEOUS
6.1 ASSIGNMENT: BENEFIT AND BINDING. This Agreement shall be binding upon,
and inure to the benefit of, ASC and IAI and their respective successors and
permitted assigns. Except to a successor of substantially its entire business to
which this Agreement relates, neither party hereto may assign its rights and
obligations under this Agreement without the prior written consent of the other
party.
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32
6.2 EXPORT CONTROLS. It is understood that ASC, IAI and the Joint Venture
are (or will be) subject to United States laws and regulations controlling the
export of technical data, computer software, laboratory prototypes and other
commodities (including the Arms Export Control Act, as amended, and the Export
Administration Act of 1979), and that its obligations hereunder are contingent
on compliance with applicable United States export laws and regulations. The
transfer of certain technical data and commodities outside the United States may
be prohibited, and even if permitted may require a license from the cognizant
agency of the United States Government and/or written assurances by ASC, IAI or
the Joint Venture that ASC, IAI or the Joint Venture shall not export data or
commodities to certain foreign countries without prior approval of such agency.
Neither ASC, nor IAI, nor the Joint Venture represent that a license shall not
be required or that, if required, it shall be issued.
6.3 NOTICES. Any notice or communication given pursuant to this Agreement
by either party to the other shall be in writing and delivered or mailed by
registered or certified mail, postage prepaid (mailed notices shall be deemed
given when duly mailed), as follows:
If to IAI: Inco Alloys International, Inc.
3200 Riverside Drive
Huntington, West Virginia 25705
Attention: VP., Research & Technology
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If to ASC: American Superconductor Corporation
Two Technology Drive
Westborough, Massachusetts, 01581
Attention: Chief Financial Officer
6.4 APPLICABLE LAW; ENTIRE AGREEMENT; HEADINGS. This Agreement shall be
construed in accordance with the laws of Massachusetts. This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. This
Agreement and the other agreements, certificates, instruments and documents
provided for or contemplated by this Agreement contain the entire agreement
between the parties with respect to the subject matter of this Agreement and
supersede all prior agreements and understandings. The headings contained in
this Agreement are for reference purposes only and shall not affect the meaning
or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date first
written above.
AMERICAN SUPERCONDUCTOR INCO ALLOYS INTERNATIONAL,
CORPORATION INC.
By: /s/ Ramesh Ratan By: /s/ John H. Tundermann
----------------------------- -----------------------------
Title: Exec. V.P. Title V.P. Research & Technology
-------------------------- ---------------------------
Date: March 26, 1996 Date 2 April 1996
-------------------------- ---------------------------
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ASTERISKS DENOTE SUCH OMISSIONS.
EXHIBIT - A
COLLABORATIVE ASC/IAI PROGRAM
FOR ********** CONDUCTOR DEVELOPMENT
*************************************************************
INTRODUCTION
The ************************************ in the ********* system is particularly
attractive for *************************** because of its intrinsic
*************************************** ********************************
vis-a-vis the ******* phase that is currently under development worldwide. No
matter what its **************************** much of its ability to carry
supercurrent well below ************************************* to
**************** of the ************** at ****, whereas well textured ********
can carry substantial supercurrent out to several ****** at any ***********,
enabling ******* in this important and significantly ******************.
******** is also an attractive for ************ and ******* ************ -
particularly within a ***************************** ****************. Low
AC-loss requires fine filaments that in turn require small superconducting oxide
grains. The ****** of *************************** made by the ********** are
about an ***** of ***************** than **************, enabling the
fabrication of the fine filament composite wires that are required for
*************.
******** has, however, not been ********* in a ****************** thus far
because the ************************ for ************** ************* to the
********** and *********************** to the *********) has not been ********.
Recent developments have, however, opened up an opportunity to establish the
required level of ***************:
ASC demonstrated a significant level of *************** in the closely
related ****************** of the *********** via ********************* in
an ********. Unfortunately, *** *************************************** and
the need for even better textures limit the direct use of this material.
**************** and ********************** demonstrated the ability to
************************ for **************, and the ********* of
**************************** that are
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********* on such *******************.
*********************** demonstrated ********************
*************************** in *************************** *********** (up
to *********) on ************************** ********** using an
********************************** ******.
ASC demonstrated ************************* in ******** using only a
**************************** with ************* (less than **************)
***********************************). *************** in these ********* is
under investigation.
These results, combined with the unique ability of an ********** to make
************** via a ****************************, present us with a major
opportunity to develop and manufacture ******* ******* and ********** in
*********************************** ***** that are suitable for use in
****************** applications above ****.
The focus of the proposed program is to ************************* in
********************************* made by an **************** *******,
demonstrate commanding ***************************, demonstrate *********** and
scale up through process development to full scale manufacturing over a
********************.
The performance and manufacturing capability specified below will be so uniquely
superior to the existing ********************** process (whether **** or **)
that full displacement of the ***** ********** can be anticipated. A **********
timescale is feasible if yearly milestones are met, because the program builds
on the extensive ************************* already established.
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ASTERISKS DENOTE SUCH OMISSIONS.
PROPOSED MILESTONES FOR ****** PROGRAM BEGINNING JAN. 1996:
*******:
*************:
Development of ************ and ******************* ***** for ********
of *************** Demonstration of ********* or
************************ to an initial level of
************************** ************ of *****************
Demonstration of reaction to form ******** with at least an
************** of ***************** (*************)
*************:
Demonstration of ************************************** *************
in ***************** to the **********, at ******* over
******************* Demonstration of
*********************************** ******************** in
***************** to the **** *****, at ******* over
*******************
*******:
*************:
Enhancement of ** to **************** at ******* in **** ******
Demonstration of **************** in ********* ******************* at
******* Process development and scale up to *************
Demonstration of **********: *** for ****************** ******* for
********* or ********************* application.
*******:
***********:
Enhancement of ** to ********* in *** at ******* in **** *******
Reduction of ****************** in ********* ******************* at
******* ******************* established with ********** to ****
*********** manufacturing Demonstration of
********************************:
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***********************, ******* at **************** for ***********
and *********
PROGRAM OUTLINE, *******
A. *************************** development and fabrication
1) ****************** and ******************* development
2) *********************** fabrication
B. ***** development in ******************
1) ************************ in *********************** *****
2) ************ and *********** development for
************************
3) ************** for ************************* formation a)
*********** b) ************************
4) Establish ************************************ techniques
PROJECTED RESOURCES FOR IN-HOUSE WORK AT ASC IN ******
***************** ********* ********* *********
Cost at current rates:
labor and misc. - eqmt. - ********
*******
(fully burdened)
Additional resource, particularly in the ************ development, required at
*** and ***. Also some support in the **************** area at ****.
For ****** and ****, resource will be substantially increased to ***********,
because of ******** and ******************* work proceeding in parallel with
ongoing ************ to push ** and ** and minimize *******.
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ASTERISKS DENOTE SUCH OMISSIONS.
DETAILED PLAN FOR **************** DEVELOPMENT, *******
A. *************************** DEVELOPMENT AND FABRICATION
Goal:
- ----
Develop a *********************************************** process and make
*************** required for experiments.
Method Overview:
- ---------------
1) Develop ************* for * and ** that allow ********** ********, and
develop a ******************* (perhaps involving ************) via
correlations between ******* **********, ************** and **************.
Major responsibility here at *******.
2) Establish ********* and other *********** parameters for
**********************
3) Fabricate ********* as needed
Key tasks
- ---------
- Complete analysis of **************** alloys
- Complete *************** experiments with ************* to establish
their suitability for *******************
- Select the best ************* and develop optimal
*************************** via correlations between *******
************************** and **************
- Optimize the process to attain the control over
****************************** and *********** required for forming
**************************************
- Establish ********* and other *********** parameters for
**********************
- Make ********************* and **** for experiments
B. ***** DEVELOPMENT IN ******************
B1) ******************** IN ****************************
Goal:
- ----
Establish ******************************** adjacent to each
******************** for the ******************** of ******* ********
Method overview:
- ---------------
Test feasibility of and develop methods for attaining *********************
in the ******************* using ***** **** and *******************
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ASTERISKS DENOTE SUCH OMISSIONS.
a) Develop thermal-mechanical processes to form *********************
adjacent to the ************* ********* in **** and/or
************************ **************
b) Test the feasibility of packing ****************** ***** in the ******
and thereby maintaining or forming suitably *************************
adjacent to **** ******** after *********.
Key tasks:
- ---------
- set up ******************** (****************************) ******** with
******************** capability.
- make ***************** and *************************** without
************* following the ******* - identify promising
********************************, starting with ********************. -
process ******************** or ********************** following promising
conditions identified above and optimize processes for *****************
adjacent to ****** - determine promising ************************ for
********* ********* the *************** between ********* and correlate to
********* in ***********.
- test the feasibility of introducing a *****************
************************************ in ************** such that its
******* throughout **************** is preserved or enhanced
(********************, etc.).
- *************************, see part B4 below. This will include both ****
and ************************* with focus on ********* and
******************** at the *****************, as well as
****************** throughout each ******** and across the ************* of
*********************.
- ******** as in part B3 below
B2) ************ AND *********** DEVELOPMENT FOR **************** *******
Goal:
- ----
Establish a route to *************** using *********** *************
Method overview:
- ---------------
Build on initial work of ******** to develop suitable **
********************** and ************ to enable obtaining
************************ in ********
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ASTERISKS DENOTE SUCH OMISSIONS.
Tasks:
- -----
- Determine ******** and **************** effects on ********* and ** (how
**** do they have to be?). Reaction as in part B3 below
- Investigate ********************************* in different portions of
each or neighboring *********; reaction as in part B3 below
- Determine ******************* (************** and *********) effects on
****************
- After initial phase development of both B1 and B2, develop configurations
in conjunction with ********************* (**************************) as a
base for ***************** ******* in ********
- Make ******************************************** following the results
from above and optimize ***** for ******** ***********
B3) ************** FOR ************************* FORMATION
Goal:
- ----
Develop and optimize ************** to form ********** ****************
from ************ demonstrating ******* and **.
Method overview:
- ---------------
Building on the favorable ************************* of ** and the favorable
********************** of *** ******************* and *** of ****************
will be explored to achieve favorable ******** reaction. Use knowledge base from
earlier in-house **** ** work as well as outside work on ***** and ************.
A particular opportunity is in the ******* and ****************** used for
************************* that have never before been tested in a
***************************************************** environment.
Two basic mechanisms will be explored: 1) ***** *************** of ********
on the ***************************** of ** to transfer the ******* from the
********* into the ***** and 2) **************************************** in
************* ************** of **.
Key tasks
- ---------
B3A) DEVELOP METHODS FOR *************** FROM ********* *********** TO *****
- Adapt some ************ for attaining the desired ***
************************ conditions using ********* ***********************
and/or ************,
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ASTERISKS DENOTE SUCH OMISSIONS.
- Determine the ******** of *********************** within ***** at various
stages of ********** after *********.
- Determine ************* for *************** via ***** and *** to
establish ************************** at ******* (to be used for
***************************************).
B3B) DEVELOP AND UNDERSTAND OPTIMAL ************** FOR ********,
**************************
- Develop correlations between ******************************
*********************************************************** ******* and **.
- In proximity with ***********************************
- In ************************* for ***************
**************************
- Explore **************** for *********************** processing
- Determine potential benefit of ********** some of the ********* to
different ******** of each ********.
- Determine the utility of *** or *********************** for
************** and ******************.
- Use ********** or ********************* wherever possible, with the *****
and *************************** for ******* and *************************
as in B4
- As a ******* study, investigate possible ************* ********* in the
***************
- Optimize ** and ** towards the performance milestones
B4) CHARACTERIZATION TECHNIQUES
GOAL: establish ***** and ************************ for determining ******* in
both ****** and *****, and do **********, ********** and
*************************** samples
METHOD OVERVIEW: These measurements are critical for the program and rapid
turnaround will be essential. ASC must therefore bring the required
**************** in house (approx **************), with resolution to
******************** via ************ and/or **************.
******************************* will be used to evaluate
***********************, and *************************** for ****** will also be
employed. ********************* will also be confirmed (*************).
Tasks:
- -----
- hire ******************* at ASC with ***************; purchase and
install ****************
- develop ******* and *************** techniques to enable
******************* of both ************* and ********
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ASTERISKS DENOTE SUCH OMISSIONS.
*********
- prepare ************** and generate **************** ********; analyze
********** for *******
- interact with **** for **************************** of ***************,
both ********* and *********
- carry out standard ************** and ********** **************** in
support of the overall program
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43
EXHIBIT B
ASC/IAI Research and Development Agreement
Program Review Board
Terms of Reference of the Program Review Board (PRB).
1. The PRB shall be composed of 2 representatives of each party, with the
possibility of inviting specialists wherever required by the complexity of
any item to be discussed.
2. The PRB has the task of
(a) agreeing in detail on the research plan, including specific targets to
be achieved within well defined time limits;
(b) monitoring performance against plan, setting up check points for the
critical results to be achieved;
(c) recommending action to respective management of IAI and ASC as
required to achieve the objectives of the Program, including change of
scope if convenient in the light of new developments in the field.
(d) monitoring costs of the Program and advising Management of IAI and ASC
of any change proposed with respect to the original plan.
(e) setting milestones for the subsequent year of the program at least 90
days before the end of the current program year.
3. At least one representative of IAI and ASC, respectively shall be a person
with significant involvement in R&D of the agreed research program.
4. The PRB shall meet quarterly and shall have access to the necessary
technical and financial documentation which shall be provided by the
Parties before the meeting.
5. The PRB will review invention disclosures and make recommendations to the
Managements of ASC and IAI regarding which disclosures are to be submitted
for patent consideration. It is further understood by IAI and ASC that the
burden of full prior art disclosure to the United States Patent and
Trademark Office rests with both parties.
44
6. The decisions of the PRB shall be taken unanimously. In case of failure to
agree, the relevant matter shall be submitted to the Managements of IAI and
ASC for final decision.
45
EXHIBIT C
---------
ASC/IAI Research & Development Agreement
Inco Superconducting Investments/Expenditures
1988 - 1995
The Inco expenditures for the period 1988 - 1995 on the joint superconductor R&D
activities are:
IAI Expenditures (US $)
Year IAI Internal MTU Total
---------------------------------------------------------------------
1988 11,987 17,730 29,717
1989 107,410 123,434 230,844
1990 69,896 166,520 236,416
1991 88,145 127,805 215,950
1992 267,362 93,756 361,118
1993 95,022 96,110 191,132
1994 109,989 167,821 200,307
1995 230,268 90,318 398,089
------- ------- ---------
TOTAL 980,079 883,494 1,863,573
Inco US Expenditures (US $)
Year Amount
-------------------------------------
1990 825,000
1991 1,100,000
1992 1,100,000
1993 575,000
1994 1,100,000
1995 1,100,000
---------
TOTAL 5,800,000
Grand Total Inco Investment/Expenditures 1988 - 1995:
US $7,663,573
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ASTERISKS DENOTE SUCH OMISSIONS.
RESEARCH AND DEVELOPMENT AGREEMENT
----------------------------------
EXHIBIT D
JOINT TECHNOLOGY INVENTORY
--------------------------
1. Preparation of Superconducting Oxides And Oxide-Metal Composites
- ---------------------------------------------------------------------
ASC-1; Owner MIT; exclusive license
Patent Number 4,826,808, issue date 5/2/89
Patent Number 5,204,318, issue date 4/20/93
Patent Number 5,189,009, issue date 2/23/93
Patent Number 5,439,880, issue date 8/8/95
Patent Application ***********************************, application pending
Patent Application ***********************************, application pending
A method of preparing a superconducting oxide by combining the metallic elements
of the oxide to form an allow, followed by oxidation of the alloy to form the
oxide. Superconducting oxide-metal composites are prepared in which a noble
metal phase intimately mixed with the oxide phase results in improved mechanical
properties. The superconducting oxides and oxide-metal composites are provided
in a variety of useful forms.
2. Textured Oxide Composites bv Directional Oxidation
- -------------------------------------------------------
ASC-3; Owner MIT; License option abandoned, Disclosure Status: Closed
Methods for getting texturing by oxygen or temperature gradients from metallic
precursors.
3. Process for Forming Superconductor Precursor
- -------------------------------------------------
ASC-9; Patent applied for jointly
Patent Number 5,034,373, issue date 7/23/91
The invention provides a process for production of silver-containing precursor
alloys to oxide superconductors, said alloys having reduced amounts of
intermetallics. Powders containing metallic elemental components of an oxide
superconductor are high energy milled for a predetermined amount of time to
increase homogeneity of the mixed metallic elemental components of the oxide
superconductor. Silver is then high energy milled into the metallic components.
The mixed silver and metallic elemental components of the oxide superconductor
are compacted for the silver-containing superconductor precursor. The compacted
powder is preferably hot worked at a temperature of at
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ASTERISKS DENOTE SUCH OMISSIONS.
least 50% of the precursor alloy's melting temperature in degrees Kelvin.
4. Process for Making Electrical Connections to High Temperature
- ------------------------------------------------------------------
Superconductors Using a Metallic Precursor and The Product Made Thereby
-----------------------------------------------------------------------
ASC-l0; Owner: ASC
Patent Number 5,116,810, issue date 3/2/92
Patent Number 5,321,003, issue date 6/14/94
Superconducting joint metallurgically bonding a pair of shaped superconducting
pieces. Each of the pieces is formed by combining the metallic elements of a
superconducting oxide in substantially the stoichiometric proportions needed to
form the superconducting oxide, and then forming the combined metallic elements
into a shaped piece.
5. Process for Making Ceramic/Metal and Ceramic/Ceramic Laminates bv Oxidation
- --------------------------------------------------------------------------------
of a Metal Precursor
--------------------
ASC-11; Owner ASC
Patent Number 5,259,885, issue date 11/9/93
A method of preparing a laminated ceramic. The method includes preparing a
precursor having at least one noble metal element component and at least two
non-noble metal elements. The precursor is iteratively exposed to a first
environment to form an oxidized zone having a first concentration of a primary
ceramic phase containing the non-noble metal elements and then to a second
environment to form a second oxidized zone having a second concentration of the
primary ceramic phase, the second concentration being less than the first
concentration.
6. A Method of Producing *************************************
- ----------------------------------------------------------------
********************* of **************************** *******************
-------------------------------------------------------------------------
of ********************
-----------------------
******; Owner: ***
Patent Application ***************************************** *********,
application pending
A method for ************************** of **************** uses the
************** as **********************.
7. ************************************ and ********* ************
- --------------------------------------------------------------------
******; Owner: ***
Patent Application ****************************************; application
pending
48
CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSIONS.
A process for making ***** ******************************* or **** *** from a
************ includes an ************** to form ********************** followed
by a series of *********** ************ and ******* to form the **************.
8. High Pressure Oxidation of Precursor Allovs
- ------------------------------------------------
ASC-20; Owner: ASC
Patent Number 5,472,527, issue date 12/5/95
A method for forming unsegregated metal oxide-silver composites includes
preparing a precursor alloy comprising silver and precursor elements of a
desired metal oxide and oxidizing the allow under conditions of high oxygen
activity selected to permit diffusion of oxygen into silver while significantly
restricting the diffusion of the precursor elements into silver, such that
oxidation of the precursor elements to the metal oxide occurs before diffusion
of the metallic elements into silver. Further processing of the metal oxide
composite affords an oxide superconducting composite with a highly unsegregated
microstructure.
9. ******************* for *********************
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******; Owner: ***
Patent Application ******************************** ******; application
pending
************** after ***************** improves properties by
*******************.
10. *************************************
- ------------------------------------------
******; Owner: ***
Patent Application ***************************************; application
pending
Using a ********************* of ************ achieves higher **** than by
conventional techniques.
11. Method for Improving the ************************** of
- -----------------------------------------------------------
******************************
------------------------------
*****;Owner:***
Patent Application ****************************************; application
pending
An added ******************* at ************************ and *** ************
improves ****************.
49
CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSIONS.
12. Method For *********** and *********************** and ******************
- ------------------------------------------------------------------------------
in ******************************** *********************
---------------------------------------------------------
******; Owner: ***
Notebook entries and disclosure at ASC
************** during ******* is reduced by **************** ******* to the
********* on its way into and out of *********.
13. A Method for **************************************** in *** ********** by
- -------------------------------------------------------------------------------
*********
---------
*******; Owner: ***
Notebook entries and disclosure at ASC
The adverse effects of *********** between ********** and *** for ****** in
******************** are ********* by ****************.
14. ************************************************
- -----------------------------------------------------
*******; Owner: ***
Patent Application *******************; application pending
********************** of ************* suitable for ********* may be formed by
******************* in a ****************.
15. *********************************************
- --------------------------------------------------
*******; Owner: ***
Patent Application ******************; application pending
A process for producing **********************************
************************ in ************************* surrounded by a
**************** at least the ****************** of which are also
******************. Key process steps are the *********** of a
********************************************************* ********* to *******
at least the ****************** of the ****** ********* the **************** to
**** and ******* the *********************** within the ********* via
************** *************** by the *************************** and
substantially without *********** of the **********************.
16. Production of Oxidic Superconductor Precursors
- ---------------------------------------------------
Owner: IAII
Patent Number 4,962,084, issue date 10/9/90
A process for producing an oxidic superconductor precursor alloy which comprises
mechanically alloying metallic elemental constituents of the oxidic
superconductor in stoichiometric proportions and in the presence of a process
control agent
50
CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSIONS.
non-detrimental to the superconductor to provide a uniform mechanically alloyed
product which is compacted and worked to provide a product form such as wire,
tape or thin strip. This product form can then be given the configuration
required for use (e.g. open coil) and then oxized to provide the superconductor.
7 claims.
17. Production of Oxidic Superconductors By Zone Oxidation Of A Precursor Alloy
- --------------------------------------------------------------------------------
Owner:IAII
Patent Number 4,962,085, issue date 10/9/90
Discloses a process for producing oxidic superconductors having advantageously
textured oxide structures which involves zone oxidizing elongated metallic
precursors of the superconductors. 11 claims.
18. Methods For Producing ********************* And **************
- -------------------------------------------------------------------
****************** From ******************** Or
-----------------------------------------------
********************************
--------------------------------
Owner: ***************
This patent application (not filed but reflects ongoing activity) describes
************************* and ********************* ********** into
********************, with particular emphasis on methods for improving the
********* and *********** of such **********. Upon **************, the
*********** or *********** ********** transform to ********************* or
*************** **********************.
19. Method(s) For Producing **********************************
- ---------------------------------------------------------------
******************* Using a Combination Of *********** And
----------------------------------------------------------
*******************
-------------------
Owner: ****
************* or ********************* of ****************
********************************* compositions, coupled with
****************************************************** results in a
**************************** that overcomes a **************** ***************
problem associated with only ******************* processing. *******************
parameters are defined.
20 Method(s) For Producing **********************************
- ---------------------------------------------------------------
******************* Using ************* To ***************** **************
---------------------------------------------------------------------------
And *****************
---------------------
Owner: ****
51
CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSIONS.
Utilization of ************* of ******************** can markedly enhance
quality of **************************************** **************** by
increasing ******, minimizing ********** and aiding **************.
Manufacturing of ***************** can also be improved by reducing
*********************************** problems, accelerating *************,
reducing ********* ********** and eliminating propensity for ********** of
****************** in the final product. Compositional ranges and methods of
manufacturing the ************* are defined.
21. Process for Extrusion Of *************** And ***************
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*******; Owner: ***
A method for achieving very high **************** (up to *****) of
**************** encased in ***********. ********* of both ***** and
************************* are treated, and their collection using an
******************** apparatus. Key process variables are
******************************************************** ******, and
******************************.
22. Process For ***************************
- --------------------------------------------
*******; Owner: ****
A method for ***************************************************.
***********************************, both ***** and ***********, are covered.
Key process variables are ******************* ***************************** and
******************.