OPTION AGREEMENT
THIS AGREEMENT is effective on October 1, 1995 and is by and between ASHA
CORPORATION, a Delaware corporation with an office and place of business at
000 X Xxxx Xxxxx, Xxxxx Xxxxxxx, Xxxxxxxxxx 00000 ("ASHA") , and NEW VENTURE
GEAR, INCORPORATED, a Delaware corporation with an office and place of
business at 0000 Xxxxxxxx Xxxxx, Xxxx, Xxxxxxxx 00000 ("NVG").
RECITALS
A. ASHA has developed certain technology and owns patents and patent
applications relating to hydromechanical limited slip mechanisms adapted for
use in couplings, differentials, drive axles, transaxles, and transfer cases.
These hydromechanical limited slip mechanisms are known as GERODISC
mechanisms.
B. NVG wishes to obtain an option for certain rights, including licenses
under certain patents, to use the GERODISC technology, and also wishes to
obtain prototypes that embrace the technology for evaluation purposes.
C. ASHA is willing to grant certain options to NVG in accordance with the
terms and conditions of this Agreement.
TERMS AND CONDITIONS
1. LICENSE OPTION.
a. Upon execution of this Agreement ASHA grants to NVG an option to acquire
non-exclusive licenses for North America to make, have made, and use GERODISC
mechanisms in each of the Applications of Section lb that is selected by NVG,
and sell such mechanisms within North America. Vehicles incorporating such
mechanisms may be sold anywhere in the world.
b. Upon execution of this Agreement ASHA grants to NVG an option for the
Application segments below within North America:
Applications:
Rear Axles
Transaxles
Twin-disc Front Axles
c. The option of the preceding section shall expire one year from the
effective date of this Agreement.
2. LICENSE.
a. In the event that NVG elects to exercise its option of the foregoing
sections, NVG will give notice to ASHA of such election and NVG and ASHA will
enter into a definitive license agreement for each Application selected by
NVG, within a reasonable period following such notice, which provides for fees
and payments as follows:
APPLICATION LICENSE FEE W/CREDIT ROYALTY UNIT
Rear Axles $1,050,000 $2.50
Transaxles-North America 1,090,000 3.50
Transaxles-Chrysler Only 750,000 3.50
Twin-disc Front Axles 700,000 5.00
b. Should NVG exercise its option of the foregoing sections, ASHA will
transfer to NVG ASHA technology and knowhow regarding GERODISC mechanisms, and
grants to NVG of nonexclusive licenses under patents owned or controlled by
ASHA, and patent applications covering GERODISC mechanisms, to make, have
made, and use GERODISC mechanisms for each of the Applications of Section 1
that was selected by NVG, and sell such mechanisms for original equipment and
service.
C. The license and royalty fees of section 2a shall be subject to a Most
Favored Nation provision whereby ASHA guarantees that NVG will pay license and
royalty fees no higher than the lowest fees charged by ASHA to any other
customer for any given Application manufactured or sold within North America.
3. PROTOTYPES.
a. NVG may elect to acquire prototypes for evaluation and demonstration
purposes during the term of this Agreement. ASHA and NVG agree that these
prototypes will be provided to NVG under terms and conditions agreeable to
both parties, and that delivery of such prototypes will be determined by
ASHA's prevailing leadtimes at the time of any prototype request by NVG.
4. TECHNICAL ASSISTANCE.
From time to time during any period in which NVG has an option under this
Agreement, ASHA will inform NVG of significant developments in GERODISC
technology.
5. CONFIDENTIALITY.
During the term of this Agreement, and for five years thereafter, each party
agrees to treat any work performed hereunder and all confidential or
proprietary information received from the other party as confidential and will
not use, disclose or exploit such information in any way, directly or
indirectly, except as authorized herein or in writing by the disclosing party.
Such information may only be disclosed to those employees who have a need to
know and only to the extent necessary to perform any work hereunder. Each
party agrees to take all reasonable steps to maintain the secrecy of the
information at least as stringent as that party uses to safeguard its own
confidential information. The foregoing obligations will not apply to
information which is or becomes available to the public through no fault of
the recipient, is previously known or developed independently by the recipient
as evidenced by prior written and dated documentation, or is received from a
third party without secrecy obligation to either party, or is information that
would be disclosed to NVG's parents or to potential customers in the ordinary
course of business.
6. INDEPENDENT CONTRACTORS.
Both parties are independent contracting parties. This Agreement does not
make either party the agent or legal representative of the other and does not
grant either party any authority to assume or create any obligation on behalf
of or in the name of the other.
7. AMENDMENT.
This Agreement may be modified only by a written amendment that is signed by
an authorized representative from each party.
8. APPLICABLE LAW.
This Agreement shall be governed by the law of the State of Michigan, and
litigation on contractual clauses arising from it shall be brought only in the
State of Michigan.
9. NOTICES.
Notices required one party under by this Agreement shall be delivered to the
Chief Executive Officer of the other party and shall be effective upon actual
receipt.
10. RESOLUTION OF DISPUTES.
In the event of any dispute, controversy or question arising between the
parties in connection with this Agreement, or any clause or the interpretation
thereof, or the rights, duties or obligations of any party, then and in every
case, the parties shall attempt to resolve or settle such dispute,
controversy, or question in good faith prior to filing suit for adjudication
of the matter.
11. ASSIGNMENT.
This Agreement shall be binding upon and inure to the benefit of the
successors, but will not be otherwise assignable without the written consent
of the other party, which consent will not be unreasonably withheld.
12. REPRESENTATIONS AND WARRANTIES.
ASHA represents and warrants that it has the legal power and authority to
grant the rights granted to NVG in this Agreement, and to perform under this
Agreement, and that it has not made any commitments to others inconsistent
with or in derogation of such rights.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
ASHA CORPORATION NEW VENTURE GEAR, INC.
By/s/ Xxxx X. XxXxxxxxx By/s/ Xxxxx X. Xxxxxxxx
