Exhibit 6.15
Cooperation Agreement
between
BASF Aktiengesellschaft
Specialty Foams
KSB/NM - Neopolen Marketing and Technical Support
67056 Ludwigshafen
hereinafter "BASF" and
iQ BATTERY Research & Development GmbH
82008 Unterhaching
hereinafter "iQ"
Preamble
Neopolen P is a material developed by BASF for a broad range of applications and
with the intention of firmly establishing its strategical positioning as an
energy absorbent and heat-insulating foam. The application as an insulating
casing for starter batteries with iQ technology appears to be an ideal way of
achieving this objective.
iQ has identified Neopolen P as a material which has the best properties for
this application and is interested in using it in the mass production of iQ
battery insulating casings, its further development and also a joint defense
against possible patent infringements by unlicensed casing manufacturers.
BASF and iQ resolve to continue and intensify existing cooperative work and
specify the following provisions in this respect:
1. Public relations
BASF and iQ shall be represented jointly in the media and at press conferences,
trade fairs and exhibitions. Actual events shall be planned and staged by the
marketing and PR representatives of the two companies in close cooperation.
Appropriate resources shall be made available by both parties to carry out these
intentions. Individual activities by one company which mention the other company
shall require prior consent.
2. Support in product development
The two parties shall support each other in the further development of their
respective products and the carrying out of corresponding tests.
The following areas may be mentioned by way of example for Neopolen P:
- surface design coloration
- thermal conductivity
- gas tightness
- acid resistance
- mechanical strength
- crash safety tests
- support for processors
- support for mold making
The rights to existing know-how from joint development and from any patents as
well as exploitation thereof shall be covered in a know-how agreement.
3. Sales support
iQ shall stipulate to its licensees the specification for the battery insulating
casings based on Neopolen P in conformity with the BASF standard and shall
recommend exclusively the use of Neopolen P for this application to ensure the
technical properties of the iQ battery. For every kilogram of Neopolen P that is
used by the licensees for the application "insulating casing for starter
batteries with iQ technology", iQ shall receive support, as specified in the
supplementary sheet, for sales promotion measures. The amount of the payment
will be determined annually after completion of the third quarter by taking into
account the data from iQ and BASF. BASF undertakes in return to draw attention
to any patent infringements or attempts at evasion as they become known and to
support iQ in asserting its rights by making known the information which is
available to BASF.
4. Communication
The two parties shall maintain a regular exchange of information and keep one
another informed about their technical and commercial developments outside joint
activities. In particular, iQ shall notify BASF immediately of the name of every
licensee and shall endeavor to involve BASF at an early time as a partner in any
additional development tasks and as a supplier of Neopolen P.
5. Ending of the cooperation
The resolution to work together is for five years. It shall be extended
automatically for one further year unless written notification to terminate is
sent to the other party with a period of notice of six months.
The cooperation can be discontinued at any time by mutual consent.
The obligation to maintain absolute confidentiality with respect to third
parties concerning information which has been exchanged as part of the
cooperative venture according to the confidentiality agreement of June 30, 1997,
signed by both parties, shall apply beyond the end of the cooperative work for a
period of a further five years.
6. Miscellaneous
At the time when this agreement is concluded, it is not possible to foresee and
make exhaustive provisions for all possibilities that may arise from future
technical and commercial development and from any changes there may be to
statutory regulations. The parties to the agreement are agreed that the
principles of commercial loyalty must apply in their cooperative work, and
assure
one another that they shall meet the contractual agreements in this spirit and
take account analogously of any future changes there may be in their mutual
relations.
Changes and additions to these agreements shall be legally valid only if they
can be made in writing.
Ludwiqshafen, (date) Unterhaching, (date)
