Exhibit 10.1.24
[LOGO]
October 24, 2000
Xx. Xxxx Xxxxxx
GE Capital Equity Investments, Inc.
000 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Dear Xxxx:
RE: R&D AGREEMENT WITH BEACON POWER CORPORATION
This letter is intended to constitute an agreement between Beacon Power
Corporation ("BEACON") and GE Capital Equity Investments, Inc. and GE Corporate
Research & Development ("CR&D"), for CR&D to perform certain mutually agreed
research and development work for Beacon. The basic framework for our mutual
obligations and rights is described in this letter, and details of particular
R&D projects will be worked out from time to time. The basic elements are as
follows:
1. SCOPE. Beacon is primarily interested in having CR&D's research and
development assistance in the areas of electronics and controls, magnetic
bearings, materials development and manufacturing, quality systems, and
reductions in cost of goods. CR&D is willing to provide such assistance, for up
to $2,000,000 of CR&D services at the CR&D standard commercial rate of providing
such services.
2. PROCESS. Beacon and CR&D will initiate meetings of cross-functional teams to
identify specific areas in which CR&D can be of assistance. CR&D will then
propose specific R&D projects to assist Beacon, together with associated details
such as timetable, cost, and other details customary for R&D projects. Once
Beacon and CR&D have agreed on the project statement(s) of work, a project
agreement or agreements will be signed by all parties. Beacon will carry the
cost of this project scoping exercise. However, if either Beacon or CR&D are
unable to agree, for whatever reason (including, without limitation, a failure
to agree on matters relating to intellectual property), on the terms associated
with performing one or more specific projects, neither party will be obligated
to enter into an agreement to perform that work.
3. FINANCIAL ARRANGEMENTS. Each project agreement will provide for CR&D to
invoice Beacon on a monthly basis for agreed work, and for Beacon to pay such
invoices within 30 days after invoice.
4. INTELLECTUAL PROPERTY, ETC. The project agreement or agreements will involve
the signing of a mutual non-disclosure and confidentiality agreement, which,
among other things, will provide for ownership of the intellectual property
rights arising from such R&D and of any deliverables from such
R&D. In general, the details of such ownership shall be defined on a case by
case basis as each of us finalize the project agreement or agreements. Neither
party will acquire any rights to background intellectual property owned by the
other except pursuant to specific written agreement between the parties that
clearly identifies such background intellectual property.
5. WARRANT Simultaneously with the execution of this letter agreement, Beacon
will grant to GE Capital Equity Investments, Inc. a warrant to purchase 120,000
shares of Beacon's Common Stock, exercisable at $4.20 per share, having a
duration of seven years. This warrant will contain a vesting schedule which
provides, among other things, that any unvested portion will lapse after three
years.
6. DURATION. Unless otherwise agreed, this letter agreement shall be effective
when signed by all of us, and shall terminate on November 1, 2003. No
termination of this letter agreement shall affect obligations or rights
described in paragraphs 3-6. This agreement can be extended by joint written
agreement of the parties.
If you agree with this letter, please countersign a copy in its lower left
corner and return it to me. Thank you. Beacon is delighted to be working with
you.
Sincerely,
BEACON POWER CORPORATION
/s/ Xxxxxxx X. Xxxxxxx
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By: Xxxxxxx X. Xxxxxxx
Agreed as of October 24, 2000
GE CAPITAL EQUITY INVESTMENTS, INC.
BY: /s/ Xxxx Xxxxxx
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SIGNATURE
Xxxx Xxxxxx, VP
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PRINT SIGNER'S NAME, TITLE
GE CORPORATE RESEARCH AND DEVELOPMENT
BY: /s/ Xxxx X. Xxxxxx
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SIGNATURE
Xxxx X. Xxxxxx, Manager - Finance
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PRINT SIGNER'S NAME, TITLE
