Exhibit 10.2
License Agreement(1)
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Clean Diesel Technologies, Inc.
Combustion Components Associates, Inc.
AGREEMENT entered into as of this 31st day of March, 2003 between Clean Diesel
Technologies, Inc. (CDT), a Delaware corporation ("Licensor") of 300 Atlantic
Street, Stamford, CT 06901 and Combustion Components Associates, Inc. (CCA), a
Connecticut corporation, of 884 Main Street, Monroe, CT 06468.
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1. Portions of this exhibit denoted with three asterisks (***) have been
omitted pursuant to a request for confidential treatment.
Recitals
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Licensor has developed and owns its patented "ARIS (R) 2000" method of reducing
emissions of oxides of nitrogen from diesel engines (the "System"), which is
inclusive of its entire circulation components, injectors, controls, sensors,
pumps and valves, tankage and other storage components, catalyst and the costs
of engineering and installation.
Licensee desires to enter the business of manufacturing and selling Systems in
the on-highway, off-road and portable retrofit sectors.
Accordingly, Licensor and Licensee agree, all on the terms and conditions
provided below, that Licensor shall license non exclusively its ARIS 2000 NOx
reduction Technology to Licensee for the uses and in the territories provided
below (the "License") and Licensee accepts the License and shall make the
payments provided below to Licensor.
Article I
Definitions
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1.01 "Effective Date" means the date first written above in this Agreement.
1.02 "Federal Rate" shall mean the monthly rate of interest as published by the
Internal Revenue Service pursuant to Internal Revenue Code Section 7520.
1.03 "Fields of Use" shall mean application of the Technology to diesel engines
used in on-highway and, off-road mobile retrofit applications and retrofit
applications to portable diesel engines.
1.04 "Retrofit" shall mean, application to on-road, off-road vehicles and
portable diesel engines on which title has passed from the original engine
manufacturer to a distributor or end user.
1.05 "Portable" shall mean intended for use at a site for less than 12
consecutive months.
1.06 "Improvement" means any new invention or change in the Technology made,
conceived or first reduced to practice hereunder by Licensor or Licensee,
whether patented or not, which results in better products or a more efficient or
less expensive means of manufacturing or installing or using products, provided,
however, that the Technology after the improvement is substantially similar to
the Technology as originally licensed hereunder.
1.07 "Intellectual Property" means:
(a) All United States and Canadian patent applications (including United States
provisional applications) and any and all patents issuing therefrom or otherwise
corresponding thereto, letters patent, and all divisions, continuations,
continuations-in-part, reissues, and extensions thereof, describing and/or
claiming any rights with respect to the System and as set forth on Schedule A
attached hereto and made a part hereof or any amendment thereof; and
(b) All trademarks and applications or registrations thereof relating to the
System and set forth on Schedule A attached hereto and made a part hereof or any
amendment thereof.
1.08 "Term" means the period from the Effective Date until the date of
expiration of the last of the patents on Schedule A to expire, unless sooner
terminated pursuant to the terms of this License or extended by agreement of the
parties.
1.09 "Licensor Representatives" means those employees of Licensor identified
herein who shall be responsible for transfer and disclosure of the Technology to
Licensee.
1.10 "Licensee Representatives" means those employees of Licensee identified
herein who shall be responsible for receipt of the transfer and disclosure of
the Technology on behalf of Licensee.
1.11 "Net Sales" means, in relation to Running Royalties under Sec.4.01.2 of
this License, the gross sales price as billed by Licensee of Products, less
discounts and allowed credits, returns, customs duties, excise taxes, sales or
value added taxes, transportation, crating and insurance charges, if any of such
items shall be included in the gross sales price. A Product shall be deemed to
be sold when the buyer has made payment for such Product.
1.12 "Product" means any object or device manufactured in whole or in part by
means of the Technology for the Application but excludes freight, storage,
catalyst, ductwork and costs of engineering, testing and installation.
1.13 "Proprietary Information" means information, or other material, regardless
of its form, (a) designated by a party as "confidential," or "proprietary,"
whether or not owned or developed by the party making such designation, and, (b)
regardless of whether it has been specifically designated as "confidential" or
proprietary (i) is proprietary to a party or (ii) is not generally available to
the public about the business, products, plans, financial condition, customers,
methods of marketing, business systems or methods, proposals, policies, or trade
secrets of the party.
1.14 "Technology" means the Intellectual Property and any and all data and
information (in whatever format and whether or not subject to proprietary rights
protection and embodied in whatever media) relating to the System.
1.15 "Territory" means the United States of America, its possessions and
territories, and Canada.
Article II
Grant of License
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2.01 Grant of License. Licensor hereby grants to Licensee for the Term the non
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exclusive right to receive the Technology and to make, use and sell Systems,
Products and/or services under or embodying or incorporating the Technology in
the Territory and within the Fields of Use.
2.02 Sub-Licenses. Licensee may not sublicense or assign the Technology to other
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parties (except for customers to use Products).
2.03 Loss of License. If the total annual Running Royalties due and payable
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under Sec.4.01.2 hereunder in the ***, and any subsequent year do not amount to
at least $*** per year, this License shall be terminated, if in its discretion
Licensor by notice to Licensee terminates this License. Licensee may, however,
make voluntary payments to maintain the License notwithstanding that royalties
are not due and payable in the amounts provided above.
2.04 Licensee Restriction. In order to ensure commercial development of the
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System, Licensee shall not during the Term, except where the parties may
otherwise agree, make use or sell competing systems to the System for the
Applications in the Territory.
2.05 Purchase of Injectors. Licensee shall acquire injectors for use or sale in
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connection with the System from AMBAC International, Inc. ("AMBAC") or CDT or
other CDT licensed manufacturers. Licensor hereby consents to AMBAC's sale of
injectors to Licensee. Licensee
shall include in reports furnished to Licensor under Sec.5.02 below, the number
of injectors purchased quarterly. Licensee shall also have the right itself to
manufacture injectors for its own use and sale for the Applications in the
Territory or to other CDT licensed manufacturers in the Territory during the
Term and shall furnish quarterly reports and pay the royalties due on the number
of injectors made and sold.
2.06 Cancellation. Licensee may in its sole discretion at any time after the ***
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anniversary hereof cancel and terminate this License on *** days notice to
Licensor, provided, however, that Licensee shall have made payment to Licensor
of all amounts accrued and unpaid and due to Licensor through the effective date
of cancellation.
2.07 Trademark Use. Licensee shall identify the Trademark in Schedule A as
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a registered Trademark of Licensor and use the Trademark in product literature
and advertising as mutually agreed with Licensor.
Article III
Technical Transfer and Assistance
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3.01 Technology Transfer. (a) The Parties agree that upon the Effective Date
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disclosure and transfer to Licensee of the Technology by Licensor will be deemed
to have been completed.
3.02 Marketing Assistance. Throughout the Term Licensor and Licensee shall
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consult from time to time as to methods of marketing to customers of Licensee.
Licensor and Licensee may from time to time inform one another of potential
customers for Applications of Systems and Products in the Territory.
3.03 Parties Independent. This Agreement is not intended in any manner to create
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the relationship of principal and agent between Licensor on the one hand and
Licensee on the other. This Agreement shall not be deemed to have established a
partnership or joint venture. Neither party hereto shall act or attempt to act
or represent itself, directly or by implication, as having the power to bind the
other party or in any manner to assume or create any obligation on behalf of the
other party.
Article IV
Royalties
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4.01 Royalties. In consideration of the rights granted hereunder, Licensee shall
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pay to Licensor License Fees and Running Royalties, as follows:
4.01.1 License Fees. License Fees shall be a payment in the amount of $***;
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payable as $*** on signing this License and further amounts of $*** paid within
*** months of the effective date less a total credit of up to $*** for
documented unreimbursed mobile ARIS development expenditures
for the *** months preceding and the *** months following the effective date and
a further amount of $*** paid within *** months of the effective date.
Development expenditures shall include equipment purchases, third party
development expenses and unburdened engineering charges directed to the
development of the ARIS mobile system by CCA.
4.01.2 Running Royalties. Running Royalties shall be payments with respect to
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Net Sales of Products by Licensee as set out on Schedule B.
4.02 Royalty Review. Licensor and Licensee shall in good faith review the
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Running Royalty amounts set out on Schedule B on the *** anniversary of the
Effective Date and every *** year anniversary thereafter of the Effective Date
with a view toward adjusting such amounts either up or down based on current
market conditions. The maximum increase or decrease per adjustment period,
however, shall be limited to ***% of the royalties set forth on Schedule B, as
adjusted. Any increase or decrease in the per unit royalty fee shall not cause
any adjustment in the minimum royalty payments stipulated in Sec.2.03 above.
4.03 Royalty Payments. Royalties shall be paid to Licensor in U.S. dollars
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within *** days, with respect to Running Royalties, after each calendar quarter
with respect to Net Sales in that fiscal quarter. Such payments shall be made to
Licensor's address set out above or to such other address or by wire transfer to
Licensor's bank account as may be designated by notice hereunder.
4.04 No Withholding. Licensee shall pay the full amount of Royalties due
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hereunder regardless of a withholding tax, if any, which may from time to time
be levied, assessed or required to be withheld and paid for the account of
Licensor and Licensee shall itself bear the cost of such withholding tax.
Licensee shall at the time of royalty payments to Licensor provide to Licensor
appropriate documentary evidence of the payment by it of such withholding tax,
if any, applicable to such royalty payment.
4.05 Late Payments. In the event that payment is not made within *** days of the
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date when any amount is due to Licensor hereunder, Licensee shall pay interest
quarterly to Licensor on such amount at the Federal Rate at the place and in the
manner required for the payment of royalties.
4.06 Non Payment and Termination. *** days after notice to Licensee of
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Licensee's failure to pay Licensor amounts due hereunder, Licensor may by notice
to Licensee terminate this Agreement whereupon this Agreement shall be of no
force and effect except for the obligation of Licensee to pay to Licensor such
amounts as have accrued hereunder through such termination.
Article V
Accounting, Reports and Audit
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5.01 Books and Records. Licensee shall keep at its principal place of business
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full and accurate books of account and supporting records containing all
particulars necessary for computing
accurately the amounts to be paid to Licensor hereunder, all in accordance with
generally accepted accounting principles.
5.02 Reports. Each payment of royalties by Licensee shall be accompanied by a
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statement signed by the chief accounting officer of Licensee or other duly
authorized officer containing such information as may be necessary for
computation of the amount payable to Licensor hereunder and setting forth
separately with respect to each sale sold by Licensee during the respective
quarter, the customer, date and invoice number, quantity and sales price. The
form of such report may be provided by Licensor from time to time. If no sales
shall be made during any quarter, a negative report shall be submitted.
5.03 Audits. Licensee during the Term shall upon *** days notice make the books
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and records referred to in Section 5.01 above available for inspection by duly
authorized representatives of Licensor and for *** years thereafter. Moreover,
Licensor may, not more often than *** in any *** -month period, elect to have
such books and records audited at Licensor's expense by a certified independent
public accountant or accounting firm selected by Licensor and approved by
Licensee (which approval shall not be unreasonably withheld) who may examine and
make such extracts from such books and records as may be necessary to verify the
computation of any amount payable to Licensor hereunder. Such accountant or
accounting firm shall not have performed regular services to either of Licensor
or Licensee and may be licensed by any state. Nothing herein shall be
interpreted to mean that Licensor shall have access to or the right to examine
other business records of Licensee. Licensor shall treat as confidential any
information obtained pursuant to this Section 5.03 and its accountant or
accounting firm shall undertake to do the same. If any such audit shall
determine that the amounts payable to Licensor have been understated by the
lesser of (i) *** percent (***%) thereof or (ii) $***, Licensee shall reimburse
Licensor the cost of such audit.
Article VI
Improvements
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6.01 Disclosure of Improvements. Licensor and Licensee shall during the Term
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hereof disclose and explain to one another all Improvements subject to the
disclosing Parties right, but not obligation, to file patent applications prior
to any such disclosure. Any such disclosure shall be treated as Proprietary
Information of the disclosing party.
6.02 Title and License to Improvements. That party hereto who or whose employees
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or agents shall have invented or developed such Improvement shall have title and
ownership of such Improvement and the other party shall have no right to any
Improvement by the other party other than if a separate Agreement is made.
6.03 No License Implied to Other Technology. The title and license to
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Improvements provided in Section 6.02 above to the parties shall in itself imply
no right or license whatsoever in any party to
any other Technology required to practice such Improvement even though the lack
of such right or license may render the Improvement valueless in the hands of a
party.
Article VII
Representations and Warranties
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7.01 General Representations and Warranties. Each party represents and warrants
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to the other that (a) it is a corporation in good standing under the laws of the
state of its incorporation and it has all corporate power and authority to
conduct its business as now being conducted; (b) that the execution and delivery
of this Agreement is duly authorized; (c) when executed and delivered this
Agreement shall be binding on each party and enforceable according to its terms,
excepting as laws relating to bankruptcy, insolvency and equitable remedies may
affect such enforceability; and (d) neither this Agreement nor the performance
thereof is, or will be, in violation of any agreement or any order, decree or
award of any court or other forum to which a party is subject or by which it is
bound.
7.02 Representations as to Intellectual Property. Licensor hereby makes the
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following representations, warranties and covenants, and acknowledges that
Licensee has relied thereon in entering upon this Agreement:
(a) Licensor is the sole and exclusive owner of the Technology, has the
right to grant the license granted hereunder and has executed no agreement or
taken any action in conflict herewith or in derogation of the rights granted
hereunder;
(b) To Licensor's knowledge, the Technology does not infringe any patents
or rights of any third party;
(c) To Licensor's knowledge, no circumstances of any sort exist that could
in any way restrict Licensor from licensing the Technology to Licensee and there
is no (i) unauthorized use of the Technology, (ii) circumstance which prevents
Licensee from utilizing the Technology for the purposes provided for herein or
diminishes the value to Licensee of the license to the Technology; and
(d) Licensor has not and will not enter into any agreement or commitment
which might in any way limit, restrict or prevent Licensor from entering into
and performing its obligations under this Agreement.
7.03 Disclaimer of Warranties. Except as otherwise set forth above in this
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Article VII of this Agreement, the parties disclaim any warranties whatsoever
whether express or implied, including any warranty of merchantability or fitness
for a particular purpose with respect to the Technology or that the Technology
may be able to be effectively utilized in Licensee's business.
Article VIII
Protection and Maintenance of Intellectual Property
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8.01 Maintenance Expense. Licensor shall be responsible at its own expense for
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all fees, annuities and legal expense (excepting legal expense which is or might
be associated with any litigation including any judicial, arbitral,
administrative or investigative proceeding) reasonably required to obtain or
maintain in force the United States and Canadian patent applications and patents
and the trademark on Schedule A.
8.02 Patent Applications. In the event that either party with respect to
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Improvements as to which it has the right to acquire title, seeks patent
protection for such Improvements, it will do so at its own expense (including
any annuities or other maintenance fees) and it will receive the cooperation of
the other party in the prosecution of such patent application. When granted, the
applicant shall have title to such patent, subject to the rights, if any, of the
other party hereunder.
8.03 Trademarks. Licensor does not intend to obtain any trademark with respect
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to the Technology other than the trademark set forth on Schedule A. If Licensee
desires to obtain a mark or marks with respect to its products in association
with the Technology it shall consult with Licensor prior to applying at
Licensee's expense for such a mark or marks. When granted, Licensee shall have
title to such marks. In the event that this License shall terminate for any
reason, Licensor shall have the right and option to purchase and take an
assignment of any such mark at its then amortized cost on the books of Licensee.
8.04 Pending Applications. For any Intellectual Property that is during the Term
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the subject of any pending application, the parties shall take no action to
jeopardize ongoing prosecution or the final issuance of such pending
Intellectual Property.
8.05 Third Party Infringements. (a) During the Term each party shall
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immediately inform the other party, if it becomes aware of any actual or
potential infringement of the Technology, and the parties shall consult with one
another concerning such infringement.
(b) During the Term Licensor may but shall not be required to prosecute
infringements within the licensed rights hereunder, so long as it shall deem it
practical and reasonable to do so.
(c) If Licensor during the Term shall not prosecute an infringement within
the licensed rights hereunder or shall cease such prosecution once commenced,
then Licensees may, but shall not be required to, prosecute such infringement,
so long as it deems it practical and reasonable to do so.
(d) Licensor and Licensee shall provide to one another such information
and assistance as may reasonably be requested in the course of any prosecution
of infringements whether by Licensor or Licensee.
8.06 Infringement Claims. In the event of any claim, demand, suit, action or
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proceeding brought against either or both of Licensor or Licensee, by any
person, firm or corporation, alleging or claiming that the Technology (in itself
and not in combination with other technology or art of Licensee) as practiced by
Licensee or its sublicensees, infringes on any patent right or misappropriates
any trade secret of such claimant:
(a) Licensee shall promptly notify Licensor of any such claim, demand,
suit, action, or proceeding brought against Licensee.
(b) Licensor shall thereupon, at its own expense, and in its discretion
either (i) render the Technology non-infringing, (ii) procure a license or right
from the claimant to enable Licensee to practice the patent or trade secret of
such claimant, or (iii) settle or defend on behalf of itself and Licensee, its
affiliates and their agents, employees, directors and permitted assigns such
claim, demand, suit, action or proceeding, and, in the event any judgment or
settlement is rendered against either or both of Licensor or Licensee, its
affiliates and their agents, employees, directors and authorized assigns for
damages in any such suit, action or proceeding, Licensor shall indemnify and
save harmless Licensee, its affiliates and their agents, employees, directors
and authorized assigns from all such costs and damages, but only in this regard
only in any fiscal year of Licensee to the extent of *** percent (***%) of
Running Royalties accruing to Licensor in such year.
(c) If Licensor fails to timely dispose of the above mentioned claims,
demands, suits, actions, or proceedings as provided in sub-section (b) above,
Licensee shall have the right, upon notification to Licensor, but not the
obligation, to take all necessary action on behalf of itself and Licensor, and
deduct up to in any fiscal year not more than *** percent (***%) of reasonable
costs, expenses and damages arising in this regard in such year from Running
Royalties payable to Licensor by Licensee.
Article IX
Confidentiality
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9.01 Nondisclosure Obligations. (a) Each party understands that the other
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party's Proprietary Information constitutes valuable property rights. Therefore,
each party coming into possession of Proprietary Information of the other party
agrees not to provide or otherwise make available, nor permit or otherwise allow
any of its employees to provide or otherwise make available, the whole or any
portion of the other party's Proprietary Information, in any form, to any person
other than such party's employees solely for purposes of carrying out the
rights, duties and obligations of such party pursuant to this Agreement. Each
party agrees that it will notify its employees permitted access to the
Proprietary Information of the other party of their obligations under this
Agreement with respect to use, reproduction, protection and security of the
other party's Proprietary Information and cause its employees having access
thereto to execute written nondisclosure and confidentiality agreements with
such party, prohibiting such employees from
further disclosure of the other party's Proprietary Information or use of such
Proprietary Information for the benefit of any person other than Licensor or
Licensee.
(b) Notwithstanding the foregoing, each party shall have the right to
disclose the other party's Proprietary Information to its outside consultants,
if any, having a need to know such Proprietary Information for purposes of
carrying out the rights, duties and obligations of such party under this
Agreement; subject, however, to the conditions that any such outside consultants
execute written nondisclosure and confidentiality agreements with such party,
prohibiting such outside consultants from further disclosure of the other
party's Proprietary Information or use of the other party's Proprietary
Information for the benefit of any person other than Licensor and Licensee.
(c) Each party will appropriately safeguard all documents, items of work in
process and work products that embody Proprietary Information of the other
party. A party having knowledge of loss or theft of the other party's
Intellectual Property or Proprietary Information shall immediately notify the
other party thereof.
9.02 Survival of Confidentiality Obligations. Each party agrees that its
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nondisclosure obligations set forth in Section 9.01 above will continue after
the termination of this Agreement for any reason whatsoever, and until such time
as the other party, its licensors, successors or assigns hold no patent,
copyright, trade secret or any other proprietary right in such other party's
Proprietary Information, or any portion thereof.
9.03 Exceptions to Non-Disclosure Obligations. The confidentiality and
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nondisclosure obligations of Section 9.01 above shall not apply with respect to
the other party's Proprietary Information that falls within the scope of the
following:(a) any such Proprietary Information that is in the public domain at
the time of disclosure to the receiving party; (b) any such Proprietary
Information that subsequently becomes public, through no fault of the receiving
party; or (c) any such Proprietary Information that is subsequently disclosed to
the receiving party by third parties having no obligation to the disclosing
party, or to any other parties to maintain the confidentiality of such
Proprietary Information. With respect to public use, however, the parties
understand and agree that Proprietary Information of a party shall not be deemed
to be in public use or publicly available merely because it may be embraced by a
more general disclosure, or merely because it may be derived from combinations
of disclosures in public use.
Article X
Government Approvals
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10.01 Approvals. Licensee shall at its own expense apply in a timely manner for
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all government approvals, if any, which may be required for the execution of the
transactions contemplated by this Agreement, and shall furnish evidence of such
approvals to Licensor or shall advise Licensor that no such approval is
required.
10.02 Export Controls. Licensee acknowledges that the further transfer of the
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Technology or the sale of Products by Licensor to persons outside of the United
States may from time to time be governed by the export control laws and
regulations of the United States and Licensee agrees to comply with such laws
and regulations at its own expense and from time to time to obtain such
consents, if any, as may be required to enable Licensee to so comply. This
acknowledgement relates to home office sales by Licensee to third parties within
the Territory for export and is not intended to grant any right or license to
make, use or sell outside of the Territory.
Article XI
Miscellaneous
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11.01 Assignment. Neither this Agreement nor the Technology nor any right or
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obligation hereunder is assignable or transferable by either party in whole or
in part without the prior written consent of the other party and any such
purported assignment without such consent shall be void, except, however, upon a
sale or transfer by a party of all or substantially all of its business as a
going concern wherein the purchasing or acquiring party assumes and agrees to
perform all of the obligations of the assigning party under this Agreement.
11.02 Successors and Assigns. This Agreement shall benefit and bind the parties
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and their permitted successors and assigns.
11.03 Integration. This Agreement contains a complete statement of all
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arrangements between the parties relating to its subject matter and supersedes
all existing agreements or understandings related thereto.
11.04 Modifications; Amendments. This Agreement may only be modified or a
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provision hereof waived by a writing signed by the parties which refers to this
Agreement and states that it is an amendment or waiver of a provision thereof.
The failure of a party to insist on strict adherence to any provision hereof
shall not be construed as a waiver thereof.
11.05 Force Majure. Neither party shall incur any liability to the other party
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on account of any loss or damage resulting from any delay or failure to perform
all or any part of this Agreement, where such delay or failure is caused
principally by events, occurrences or causes beyond the reasonable control of
the parties.
11.06 Invalid Provisions. Any provision of this Agreement which is prohibited or
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unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibited or unenforceable provision
shall be valid in any other jurisdiction.
ll.07 Section Headings. The section headings used in this Agreement are for
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convenience of reference only and are not to effect the construction or to be
taken into consideration in the interpretation hereof.
11.08 Law. This Agreement and the rights and obligations of the parties under
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this Agreement shall be governed by, and construed and interpreted in accordance
with the internal substantive laws of the State of Connecticut with respect to
contracts to be performed in that jurisdiction.
11.09 Arbitration. This Agreement and all questions of its interpretation or any
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claims or disputes with respect to any of the transactions contemplated herein
shall be determined exclusively in binding arbitration before a single neutral
arbitrator under the rules then in force of commercial arbitration of the
American Arbitration Association ("AAA"). The location of the arbitration shall
be Stamford, Connecticut. Any award in such arbitration may be entered in or an
order of enforcement obtained from any court having jurisdiction. The arbitrator
acting hereunder shall have the power only to award compensatory damages. Prior
to the commencement of any arbitration proceeding, the parties agree to engage
in mediation under the AAA rules then in effect. The parties agree to share
equally the costs of the AAA and of any mediator or arbitrator and otherwise to
bear their own costs. Notwithstanding the foregoing, claims or disputes between
the parties hereto shall be determined judicially when such claims or disputes
arise from a judicial proceeding brought by a third party against either one or
both of the parties hereto and one party hereto seeks or may seek reimbursement
or indemnity from the other party hereto for the claims asserted by such third
party in such judicial proceeding.
11.10 Remedies. Except as may otherwise be provided in Section 8.06 above
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concerning infringements and except for such equitable remedies as may be
required to enforce the nondisclosure obligations in Article IX above, the
remedies of the parties hereunder shall be limited to compensatory damages.
11.11 Notices. All notices hereunder shall be deemed effective when made in
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writing (a) upon receipt when delivered by hand or by facsimile transmission and
acknowledged electronically or by air courier and the courier records delivery
or (b) three days after deposit in the U.S. mail when transmitted by postage
pre-paid certified or registered mail return receipt requested, in either case
to the addresses for the parties set out herein and to the attention of the
person signing below for such party or to such other address and person as may
by such notice be given.
11.12 Counterparts. This Agreement may be executed in any number of counterparts
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and each counterpart will be considered for all purposes as an original
agreement, but all such counterparts shall in the aggregate constitute a single
agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date by their officers thereunto duly authorized.
CLEAN DIESEL TECHNOLOGIES, INC.
By: /s/ James M. Valentine
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NAME: JAMES M. VALENTINE
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Title: President & C.O.O.
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COMBUSTION COMPONENTS ASSOCIATES, INC.
By: /s/ Edward H. Bird
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Name: Edward H. Bird
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Title: V.P. Finance & Adm.
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SCHEDULE A
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Licensed Patents
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(CDT/CCA Agreement)
A. US Patent 5,976,475 Process patent. Return
flow injection system
for urea using reagent
for injector cooling
single fluid or air
assisted.
B. US Patent 6,063,350 Continuation in part of
A above. Method to
operate and control the
return flow system.
Modular in-tank assembly
identified embodiment.
C. US Patent 6,279,603 Reagent cooled injector
D. US Patent 5,924,280 EGR/SCR - Reducing NOx
while maximizing fuel economy.
US Trademark No. 2,368,220 ARIS (R) 2000 urea
injection system
SCHEDULE B
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Running Royalties
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Licensee shall pay to Licensor a royalty of $***/injector sold plus ***% of the
sales price of other system components sold by Licensee excluding catalyst,
start-up services, testing services, installation and freight.