EXHIBIT 10.14
Amendment No. 1 to
MEMORANDUM OF UNDERSTANDING
And
TEAMING AGREEMENT
By, between and among Thiokol Propulsion
and
IMPCO Technologies Inc.
THIS AMENDMENT NO. 1 TO MEMORANDUM OF UNDERSTANDING AND TEAMING AGREEMENT
(the "Amendment") is made and entered into as of this ____ day of January, 2001,
by, between and among Thiokol Propulsion, a division of Cordant Technologies,
Inc., a Delaware corporation with offices located at 9160 North Highway 83,
Corinne, UT 84307, and IMPCO Technologies Inc., a Delaware corporation having
its corporate offices at 16804 Gridley Place, Cerritos, California 90703
("IMPCO"). IMPCO and Thiokol are referred to herein individually as "party" and
collectively as "parties."
RECITALS
A. The parties entered into that certain Memorandum of Understanding
and Teaming Agreement dated as of May 22, 2000, by, between and among Cordant
Technologies Inc., Thiokol and IMPCO ("MOU") for the purposes set forth in
Article 2 thereof.
B. The parties now wish to amend the MOU to clarify certain
provisions contained therein.
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TERMS AND CONDITIONS
NOW, THEREFORE, the parties hereto hereby agree to amend the MOU as
follows:
1. Amendment of Article 16, Section 16.1
The MOU shall be further amended by deleting Article 16, Section 16.1 in
its entirety and replacing it with the following:
"16.1 Enforceable Rights. This Agreement and the Associated Agreements
shall not be deemed to confer any rights upon or be enforceable by anyone other
than the parties hereto or thereto; provided, however, that such agreements
shall inure to the benefit of and be binding upon the parties hereto, any
party's affiliate which is capable of performing such party's obligations
thereunder and to which such agreements may be assigned by such party, and any
corporation or other legal entity into or with which any party shall be merged
or consolidated or to which it shall sell substantially all its assets, in which
case the assignee or transferee shall be deemed to be entitled to the benefits
of and be bound by the provisions of this Agreement and the Associated
Agreements to the same extent as the transferor. In the event of such an
assignment or transfer, the transferor shall provide prompt written notice to
the other party of such assignment or transfer."
2. No Other Amendments
Except as expressly provided above, each of the terms and provisions of
the MOU and the Associated Agreements referenced therein (including, without
limitation, the Proprietary Information Agreement dated March 1, 2000 by and
between Thiokol and IMPCO and the Basic Services Contract No. 17297 by and
between IMPCO and Thiokol, as amended to date) are hereby ratified and shall
remain in full force and effect.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
THIOKOL PROPULSION, a division of
Cordant Technologies, Inc.
By: /s/ Andrew K. Pflug
--------------------------------
Name: Andrew K. Pflug
Title: Director, Contracts
IMPCO TECHNOLOGIES INC.,
a Delaware corporation
By: /s/ Syed Hussain
--------------------------------
Name: Syed Hussain
Title: President
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Amendment No.2 to
MEMORANDUM OF UNDERSTANDING
And
TEAMING AGREEMENT
By, between and among
Thiokol Propulsion
And
IMPCO Technologies, Inc.
THIS AMENDMENT NO.2 to MEMORANDUM OF UNDERSTANDING AND TEAMING AGREEMENT
(the "Amendment") is made and entered into as of this 20th day of August, 2001,
by, between, and among Thiokol Propulsion, a division of Cordant Technologies,
Inc., a Delaware corporation with offices located at 9160 North Highway 83,
Corinne, Utah 84307 ("Thiokol"), and IMPCO Technologies, Inc., a Delaware
corporation with corporate offices at 16804 Gridley Place, Cerritos, California
90703 ("IMPCO"). IMPCO and Thiokol are referred to herein individually as
"party" and collectively as "parties".
RECITALS
A. The parties entered into that certain Memorandum of Understanding and
Teaming Agreement dated as of May 22, 2000, by, between, and among Thiokol and
IMPCO ("MOU") for the purposes set forth in Article 2 thereof.
B. The parties amended the original MOU with Amendment No.1 dated as of
January 2001 as modified therein.
C. The parties now wish to further amend the MOU to clarify certain
provisions contained therein and as agreed to herein.
TERMS AND CONDITIONS
NOW, THEREFORE, the parties hereto hereby agree to amend the MOU as
follows:
1. All obligations, liabilities, and responsibilities of IMPCO as defined
in the MOU are hereby assigned to and accepted by QUANTUM Technologies
Worldwide, Inc., a Delaware corporation, having offices at 17872 Cartwright
Road, Irvine, California 92614 USA ("QUANTUM").
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2. All obligations, liabilities, and responsibilities of Thiokol as defined
in the MOU are hereby assigned to and accepted by ATK Thiokol Propulsion, an
operating company within Alliant Techsystems, Inc., having offices at 9160 North
Highway 83, Corinne, Utah 84307 USA ("ATK. Thiokol").
3. ATK Thiokol herein agrees to provide, and IMPCO and QUANTUM herein agree
to accept ownership of a worldwide, exclusive, non-assignable license in all
background patents or background technology required to manufacture and
distribute ATK Thiokol' s Liquid Level Sensor and Electronic Flow Control
Systems technology ("Liquid Level Sensor") for all vehicular (mobile)
applications. All market entry restrictions identified within the MOU shall not
apply, nor shall they be enforced in conjunction with the Liquid Level Sensor
technology.
4. IMPCO/Quantum will make royalty payments to ATK Thiokol on a bi-annual
(June, December) basis in an amount equal to 5% of the unit sales price for each
Liquid Level Sensor consigned, leased, or sold that incorporates ATK Thiokol
owned manufacturing or intellectual property technology as described in
paragraph 3. above.
5. Right of First Refusal. Should a party, at any time during the term of
the MOU, elect to sell any Program Technology or other technologies related to
the MOU or this Amendment, the other party shall have the right of first refusal
to purchase all rights, including manufacturing, licensing, distribution, and
ownership rights, of said technology under terms and payment that are mutually
agreeable to the parties and documented in a separate writing.
6. No Other Amendments. Except as expressly provided above, each of the
terms and provisions of the MOU and the Associated Agreements referenced therein
(including, without limitation, the Proprietary Information Agreement dated
March 1, 2000 by and between ATK Thiokol and IMPCO and the Basic Services
Contract No. 17297 by and between IMPCO and ATK Thiokol, as amended to date) are
hereby ratified and shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.
ATK Thiokol Propulsion
By: /s/ A. K. Pflug
--------------------------------------
Name: A. K. Pflug
------------------------------
Title: Director, Contracts
------------------------------
Date: 8/15/2001
------------------------------
QUANTUM Technologies Worldwide, Inc.
By: /s/ Alan Niedzwiecki
--------------------------------------
Name: Alan Niedzwiecki
------------------------------
Title: Executive Director, Business
----------------------------
Development
------------------------------
Date: 8/20/2001
------------------------------
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Amendment No.3 to
MEMORANDUM OF UNDERSTANDING
And
TEAMING AGREEMENT
By, between and among
ATK Thiokol Propulsion
And
Quantum Technologies Worldwide, Inc.
THIS AMENDMENT NO.3 to MEMORANDUM OF UNDERSTANDING AND TEAMING AGREEMENT
(the "Agreement") is made and entered into as of this day of May, 2002, by,
between, and among ATK Thiokol Propulsion, an operating company within Alliant
Techsystems, Inc., having offices at 9160 North Highway 83, Corinne, Utah 84307
("ATK Thiokol Propulsion"), and Quantum Technologies Worldwide, Inc., having
offices at 17872 Cartwright Road, Irvine, California 92614 ("Quantum"). ATK
Thiokol Propulsion and Quantum are referred to herein individually as "party"
and collectively as "parties".
RECITALS
A. The parties entered into that certain Memorandum of Understanding and
Teaming Agreement dated as of May 22, 2000, by, between and amount ATK Thiokol
Propulsion and Quantum ("MOU") for the purposes set forth in Article 2 thereof.
B. The parties amended the original MOU with Amendment No.1 dated as of
January 2001 as modified therein.
C. The parties amended the original MOU with Amendment No.2 dated as of
August 2001 as modified therein.
D. The parties now wish to further amend the MOU to clarify certain
provisions contained therein and as agreed to herein.
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TERMS AND CONDITIONS
NOW, THEREFORE, the parties hereto hereby agree to amend the MOU as
follows:
1. All obligations, liabilities, and responsibilities of ATK Thiokol
Propulsion as defined in the MOU are hereby assigned to and accepted by ATK
Thiokol Propulsion, a division of ATK Aerospace Company Inc., having offices at
9160 North Highway 83, Corinne, Utah 84307 USA.
2. Paragraphs 3. and 4. of Amendment No.2 to the MOU are hereby deleted.
3. No Other Agreements. Except as expressly provided above, each of the
terms and provisions of the MOU and the Associated Agreements referenced therein
(including, without limitation, the Proprietary Information Agreement dated
March 1, 2000 by and between ATK Thiokol Propulsion and Quantum and the Basic
Services Agreement No. 17297 by and between Quantum and ATK Thiokol Propulsion,
as amended to date) are hereby ratified and shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.
ATK Thiokol Propulsion, a division of ATK
Aerospace Company, Inc.
By: /s/ Gerald Smith
--------------------------------------
Name: Gerald Smith
--------------------------------
Title: President
--------------------------------
Date: 5/22/2002
--------------------------------
QUANTUM Technologies Worldwide, Inc.
By: /s/ Alan P. Niedzwiecki
--------------------------------------
Name: Alan P. Niedzwiecki
-------------------------------
Title: President
-------------------------------
Date: May 30, 2002
-------------------------------
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