Exhibit 10.45
STRATEGIC ALLIANCE AGREEMENT
This STRATEGIC ALLIANCE AGREEMENT ("Agreement") is made and entered into
as of October 4, 2002 between LITHIUM TECHNOLOGY CORPORATION, a Delaware
Corporation ("LTC") having a place of business at 0000 Xxxxxx Xxxxx, Xxxxxxxx
Xxxxxxx, Xxxxxxxxxxxx 00000-0000, XXX; and GAIA AKKUMULATORENWERKE GMBH, a
German Corporation ("GAIA") having its address at Xxxxxxxxxxxxxxx 00, X-00000
Xxxxxxxxxx, Xxxxxxx.
WHEREAS, LTC is a publicly-traded, pre-production stage party engaged in
the development and manufacture of lithium-ion and lithium polymer batteries;
and
WHEREAS, GAIA is a pre-production stage party engaged in development and
manufacture of lithium polymer batteries; and
WHEREAS, LTC and Arch Hill Real Estate N.V. (formerly named Hill Gate
Capital N.V.) have entered into a Share Exchange Agreement (the "Share Exchange
Agreement") dated June 7, 2002 (the "Share Exchange ");
WHEREAS, the execution and delivery of this Agreement is a condition to
the Share Exchange; and
WHEREAS, LTC and GAIA share the conviction and vision that the combination
of their respective technologies, products, personnel, plants, operations and
marketing contacts provides a unique opportunity for successful penetration of
the global rechargeable lithium battery marketplace.
NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. DEFINITIONS
1.1 Lithium Batteries shall mean any and all types of lithium-ion
batteries, lithium polymer batteries and other lithium batteries.
1.2 Technology shall mean inventions, patents, know-how, trade secrets,
technical information, data, manufacturing processes, designs, ideas, and the
like.
1.3 LTC Technology shall mean all Technology developed by LTC prior to or
during the term of this Agreement.
1.4 GAIA Technology shall mean all Technology developed by GAIA prior to
or during the term of this Agreement.
1.5 Party shall mean LTC or GAIA or when used in the plural LTC and GAIA.
1.6 Plan shall mean the joint business plan of the Parties set forth in
Section 3.1 of this Agreement.
1.7 Strategic Alliance Technology shall mean Technology developed during
the term of this Agreement jointly by LTC and GAIA as set forth in Section 4.1
of this Agreement.
2. STRATEGIC ALLIANCE.
2.1 Strategic Alliance. LTC and GAIA hereby create a Strategic Alliance to
pursue the research, development, production, marketing, sales and distribution
of Lithium Batteries as a collaborative effort. As parties to the Strategic
Alliance, each Party agrees to devote its resources and channel its efforts to
achieve the goals of the Strategic Alliance as set forth in this Agreement and
the Plan.
2.2 Meetings. LTC and GAIA shall meet at least semi-annually each year or
more often as may be necessary for the Parties to discharge their
responsibilities hereunder with at least the Chief Executive Officer of LTC and
GAIA, or his designee, in attendance. Meetings shall be at times and places
agreed to by the Parties and may be conducted in person, by telephone, or in any
other manner as the Parties shall agree. At its meetings, LTC and GAIA shall
formulate objectives and monitor the progress of the Plan.
2.3 Communications. Both Parties affirm their mutual intention insofar as
practicable to develop/issue joint press releases, common marketing/investor
information packages and an integrated website.
3. STRATEGIC BUSINESS PLAN
3.1 Strategic Business Plan.
(a) No later that thirty days after the date of this Agreement and no
less frequently than semi-annually after the commencement of this
Agreement, Parties shall meet to formulate/approve a detailed plan
for the research, development, production, marketing, sales and
distribution of Lithium Battery technology and products by LTC and
GAIA, and any other matters agreed to by the Parties, during the
Term of this Agreement (the "Plan"). At a minimum, the Plan shall
include: overall business strategy; statement of capabilities;
target markets, customers and products; specific projects to be
pursued jointly and/or separately by each Party; competitive
analysis; and financial forecasts.
(b) Upon agreement of the Parties to the Plan, a copy of the Plan shall
be made part of this Agreement. The Plan may be modified or amended
at any time by the Parties.
(c) LTC and GAIA shall use their reasonable best efforts to collaborate
and achieve the objectives set forth in this Agreement and in the
Plan and to complete the actions for which is responsible as
described in the Plan.
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(d) LTC and GAIA shall keep and maintain complete and accurate records
of all work done in connection with the Plan and prepare and supply
to each other written reports with respect to work performed by such
Party under the Plan at August 31, 2002 and at the end each three
month period thereafter during the Term of this Agreement. Each
Party shall consult with the other Party from time to time on such
Party's progress under the Plan.
3.2 Day-to-Day Coordination. The Chief Executive Officers of LTC and GAIA
shall establish appropriate procedures and mechanisms for regular and frequent
conference calls and reciprocal site visits to assure a smooth and seamless
interaction on all technology, business, marketing/customer contact, and
financial matters relating to the Plan.
3.3 Expenses. Except as set forth in the Plan, each Party shall be
responsible for its own expenses.
3.4 Exchange of Information. LTC and GAIA shall exchange technical, sales,
marketing, competitive analysis and other information and shall provide
assistance and training to the other, in each case as shall be necessary to
carry out the collaborative efforts contemplated by the Plan. All information
transferred, provided or exchanged under this Agreement shall be subject to the
confidentiality requirements set forth in Section 8 of this Agreement. To
further promote the purpose of the Plan, each Party shall actively collaborate
with the other Party by disclosing to such other Party on a regular and periodic
basis such technical and other information developed by such Party during the
Term of this Agreement. Each Party shall permit representatives of the other
Party to inspect such Party's facilities and all technical, sales and marketing
reports, memoranda, and other documents relating to work performed pursuant to
this Agreement and the Plan, and to make copies of any and all such reports,
memoranda and other documents.
4. INTELLECTUAL PROPERTY
4.1 Ownership of Technology. As determined in accordance with the rules of
inventorship, each Party shall have sole ownership of all Technology invented,
discovered or developed solely by it, by its employees, or by its agents prior
to and during the Term of this Agreement. LTC and GAIA shall each own jointly
and equally with the other Party all Technology invented, discovered or
developed jointly by the Parties, their employees or agents during the Term of
this Agreement ("Strategic Alliance Technology"). Accordingly, LTC shall own all
LTC Technology, GAIA shall own all GAIA Technology, and both LTC and GAIA shall
own all Strategic Alliance Technology.
4.2 License of LTC Technology. Subject to all the terms and conditions of
this Agreement, LTC hereby grants to GAIA a worldwide, non-sublicensable,
royalty-free license of all LTC Technology.
4.3 License of GAIA Technology. Subject to all the terms and conditions of
this Agreement, GAIA hereby grants to LTC a worldwide, non-sublicensable,
royalty-free license of all GAIA Technology.
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4.4 Non-Alienation of Technology. Neither Party shall sell, transfer,
divest or license to any third Party, in whole or in part, any Strategic
Alliance Technology or any interest in the Technology that is the subject of any
license set forth in Sections 4.2 or 4.3 without the written consent of the
other Party, provided, however, that nothing herein shall affect or limit any
license or agreement existing as of the commencement of this Agreement relating
to any such Technology.
4.5 Limitation on Exchange of Information. This Agreement shall not be
deemed to obligate either Party to import or communicate to the other such
information which it shall have obtained from, or in conjunction with, another
not a Party to this Agreement under such circumstances as would constitute a
breach of confidence or good business ethics, or bad faith, provided, however,
that neither Party shall enter into agreements with third parties obligating
them not to disclose to the other Party any information that would normally be
communicated to the other under the terms of this Agreement.
4.6 Employee Assignments. LTC and GAIA each represent that with respect to
each of its employees and agents who are or may be engaged in work under the
Plan, it will use its reasonable best efforts to obtain (a) an agreement to
disclose and assign to the Party that has employed or engaged such person, or
its nominee or nominees, all inventions made by such employee or agent during
the course of his employment or association with the Party and (b) execution,
acknowledgement, and delivery by such employee or agent of all papers, including
applications for patents, that may be necessary to obtain patents for said
inventions in any and all countries and to vest title thereto in the Party (and
an agreement by such employee or agent to do all acts possible to assist the
Party in establishing and enforcing its aforementioned rights to such
inventions).
5. PUBLICATION, PATENTS AND PATENT APPLICATIONS
5.1 Publication.
(a) During the term of this Agreement, LTC and GAIA each acknowledge the
other Party's interest in publishing certain of its results. Each
Party also recognizes the mutual interest in obtaining valid patent
protection and maintaining as confidential any (i) nonpatentable
Technology or (ii) Technology (patentable or not) which is chosen to
be maintained as confidential because of difficulty in ascertaining
the practice of such Technology by an unauthorized person or entity,
which in either case would have commercial value when undisclosed.
Consequently, either Party, its employees, or consultants wishing to
make a publication (including any oral disclosure made without
obligation of confidentiality) relating to work performed by such
Party during the term of this Agreement (the "Publishing Party")
shall transmit to the other Party (the "Reviewing Party") a copy of
the proposed written publication at least sixty (60) days prior to
submission for publication, or an outline of such oral disclosure at
least thirty (30) days prior to presentation. The Reviewing Party
shall have the right (a) to propose modifications to the publication
for patent or other reasons, and (b) to request a delay in
publication in order to protect patentable information.
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(b) If the Reviewing Party requests such a delay, the Publishing Party
shall delay submission or presentation of the publication for a
period of ninety (90) days to enable patent applications protecting
each Party's rights in such information to be filed in accordance
with this Agreement. If the Reviewing Party reasonably claims that
such information, whether or not patentable, may have significant
commercial value and can be maintained as a trade secret, the
Publishing Party shall publish or disclose only such information
which would not adversely affect such commercial value. Upon the
expiration of sixty (60) days or thirty (30) days from transmission
to the Reviewing Party, the Publishing Party shall be free to
proceed with the written publication or the presentation,
respectively, unless the Reviewing Party has requested the delay
described below.
5.2 Patent Application, Prosecution, and Maintenance. Each Party shall
have full responsibility for the application, prosecution, and maintenance of
patents and/or patent applications worldwide for those inventions which are
solely owned by such Party (as set forth in Section 4.1). Each Party will advise
the other Party of the countries within the advising Party's territory in which
to file and prosecute patent applications and maintain patents. Unless the
Parties determine otherwise, all patent applications relating to LTC Technology,
GAIA Technology and Strategic Alliance Technology shall be filed in the United
States and Germany. The Parties will determine which Party shall have
responsibility for the application, prosecution and maintenance of patents
and/or patent applications worldwide for the Strategic Alliance Technology. LTC
will be the owner of any resulting patents, approvals or licenses issued by any
governmental entity relating to any LTC Technology. GAIA will be the owner of
any resulting patents, approvals or licenses issued by any governmental entity
relating to any GAIA Technology. LTC and GAIA will be co-owners on an equal
basis, of any resulting patents, approvals or licenses issued by any
governmental entity relating to any Strategic Alliance Technology.
5.3 Expenses. During the term of this Agreement, each Party shall be
responsible for all outside fees and out-of-pocket costs and expenses incurred
by such Party in filing, prosecuting, and maintaining patents and applications
related to Technology owned by such Party. The Parties shall determine the
payment of outside fees and out-of-pocket costs and expenses incurred in
connection with filing, prosecuting and maintaining patents and applications
relating to Strategic Alliance Technology.
5.4 Assistance. Each Party agrees to assist the other Party in every way,
including the execution of all proper documents requested by the filing Party.
In the event that the filing Party is unable for any reason to secure the
nonfiling Party's signature to any lawful and necessary documents required to
apply for, obtain, or maintain any patent or patent application, each Party
hereby irrevocably designates and appoints the other Party and its duly
authorized officers and agents, as its agents and attorneys-in-fact to act for
and in its behalf and instead of itself to execute and file any such document
and to do all other lawfully permitted acts to apply for, obtain, and maintain
any such patents and patent applications with the same legal force and effect as
if executed by the nonfiling Party.
5.5 Patent Suits and Actions. LTC and GAIA shall have the right to bring
and maintain any appropriate suit or action for infringement of any patent or
other right with respect to Technology
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owned by such Party. The Parties shall determine which Party shall bring, defend
or maintain any suit or action related to Strategic Alliance Technology (the
"Defending Party") and how any amounts recovered in such action or suit shall be
distributed. The Party other than the Defending Party may join the Defending
Party in any suit or action related to Strategic Alliance Technology.
6. TERM AND TERMINATION
6.1 Term. This Agreement (including the licenses and rights granted under
this Agreement) shall come into effect as of the date hereof and shall remain in
full force and effect until the earlier of (a) the mutual consent of both
parties; (b) the liquidation or dissolution of either Party; or (c) termination
pursuant to Section 6.2.
6.2 Default. In the event that a Party (the "Defaulting Party") shall (a)
become bankrupt or insolvent, or file a petition in bankruptcy or make a general
assignment for the benefit of creditors or otherwise acknowledge insolvency, or
be adjudged bankrupt; (b) go or be placed in a process of complete liquidation
other than for an amalgamation or reconstructions; (c) suffer the appointment of
a receiver for any substantial portion of its business who shall not be
discharged within sixty days after his appointment or (d) breach any material
provision of this Agreement and failed to cure such breach within thirty (30)
days written notice thereof by the other Party, which notice shall include a
reasonably detailed explanation of the default and the actions required to be
undertaken to cure such default, then and in any event the other Party, at its
option may terminate its obligation to and the rights of the Defaulting Party
under this Agreement upon ten days' written notice to the Defaulting Party and
such termination shall take effect as of the occurrence on the event giving rise
to the option to terminate.
7. COVENANTS, REPRESENTATIONS AND WARRANTIES
7.1 Authorization. Each Party warrants and represents to the other that it
has the legal rights and power to extend the rights and licenses granted to the
other in this Agreement, that each has the full right to enter into this
Agreement, and to fully perform its obligations hereunder, and that neither has
made nor will make any commitments to others in conflict with or in derogation
of such rights or this Agreement. Each Party further represents to the other
that it is not aware of any legal obstacles, including patent rights of others,
which could prevent either Party from carrying out the provisions of this
Agreement.
7.2 Legislative and Regulatory Requirements. Each Party covenants to the
other that it shall fully comply in all material respects with any legislative
and regulatory requirements (including any regulations, statutory or otherwise,
relating to environmental controls) directly or indirectly applicable to the
performance of its obligations hereunder, including but not limited to export
regulations, export embargoes and export licensing provisions. Each Party shall
use its reasonable best efforts to notify the other Party of such regulations,
and any changes thereto.
7.3 Supplier and Manufacturing Agreement. The Parties shall enter into
mutually acceptable manufacturing, supply, and other agreements as specified
from time to time under the Plan. Such separate agreements shall provide the
specifications, price and other necessary and customary terms and conditions to
such agreements that the Parties shall negotiate in good faith.
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7.4 Continuation. All covenants given under this Agreement are continuing
covenants that must be maintained as valid by the issuing Party on an on-going
and continuous basis throughout the term of this Agreement.
7.5 Corporate Existence. Each Party will maintain its corporate existence
in good standing and comply in all material respects with all applicable laws
and regulations where failure to so comply would have a material adverse impact
on the Party or its business or operations.
7.6 Accounting and Internal Controls.
(a) Each Party shall conduct the business of such Party at all times in
accordance with high standards of business ethics and maintain the
Party's accounts in accordance with generally accepted accounting
principles consistently and shall:
(i) maintain full and accurate books, records and accounts which
shall, in reasonable detail, accurately and fairly reflect all
transactions of the Party in such manner as is required by
applicable law; and
(ii) devise and maintain a system of internal accounting controls
sufficient to provide reasonable assurances that transactions
are executed in accordance with general or specific
authorizations and transactions are recorded as necessary to
permit preparation of financial statements in conformity with
generally accepted accounting principles, and to maintain
accountability for assets.
(b) The Parties will employ one firm of certified public accountants,
who are "independent" within the meaning of the accounting
regulations of the United States Securities and Exchange Commission
(the "SEC") of recognized national standing, selected by the
Committee (the "Approved Accountants"). Each Party will have annual
audits made by the Approved Accountants, in the course of which such
accountants shall make such examinations in accordance with U.S.
Generally Accepted Auditing Standards ("US GAAP"), in U.S. dollars
and in English.
7.7 Financial Information.
(a) Each Party will furnish to the other Party after the end of each
fiscal year, in English and U.S. dollars, a balance sheet of the
Party, as of the end of such fiscal year, and a statement of income
and a statement of changes in financial position of the Party for
such year, prepared in accordance with U.S. GAAP and setting forth
in each case in comparative form the figures for the previous fiscal
year, all in reasonable detail and with an audit opinion thereon
from independent public accountants of recognized national standing.
(b) Each Party will furnish to the other Party in English and U.S.
dollars after the end of the first, second and third quarterly
accounting periods in each fiscal year of the Party,
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and in any event within thirty (30) days thereafter, a balance sheet
of the Party as of the end of each such quarterly period, and a
statement of income and a statement of changes in financial position
of such Party for such period and for the current fiscal year to
date, prepared in accordance with U.S. GAAP. Said financial
statements shall be signed by an officer of the Party who shall
state that such financial statements are in accordance with
generally accepted accounting principles.
(c) The foregoing financial statements required under Section 7.7(a) and
(b) shall be delivered by each party to the other Party as soon as
practicable and in any event at least 15 days prior to the date such
financial statements are required to be filed by LTC with the SEC.
(d) The Chief Financial Officers of LTC and GAIA shall establish
appropriate procedures and mechanisms for coordinating on all
financial, auditing and capital raising matters affecting either or
both Parties.
(e) The Parties shall establish appropriate procedures and mechanisms to
assure an equitable arrangement for determining, allocating,
calculating, booking and disclosing sales, costs, transfer pricing,
revenues and profits.
(f) To such financial statements there shall appended a discussion and
analysis, in reasonable detail, of such financial statements and the
general business condition and prospects of the Party by management
of the Party so as to assist the recipients in understanding and
interpreting such financial statements.
(g) Each Party shall deliver to the other Party at the time of delivery
of the foregoing financial statements, such additional information
about the business and operations of such Party as is required to be
disclosed to the SEC in any filing required to be made by LTC.
(h) GAIA shall also prepare all financial statements GAIA as are
required by German law prepared in German and in accordance with
German accepted accounting principles and deliver a copy of the same
to LTC within five days of completion of the same.
8. CONFIDENTIALITY AND PUBLIC DISCLOSURE
8.1 Definition of Confidential Information. "Confidential Information"
shall mean that information of any Party which is disclosed to the other Party
("Recipient") by reason of the parties' relationship hereunder, either directly
or indirectly in any written or recorded form, orally, or by drawings or
inspection of parts or equipment, and, either in writing and marked as
confidential or proprietary, or if oral, reduced to writing similarly marked
within thirty (30) days of disclosure.
8.2 Permitted Use of Confidential Information. Recipient shall receive and
use the Confidential Information only for performance of Recipient's obligations
hereunder, and will not use Confidential Information for any other purpose, and
shall not disclose such Confidential Information
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to any person or persons who do not need to have knowledge of such Confidential
Information in the course of their employment.
8.3 Exceptions. It is expressly understood that Recipient shall not liable
for disclosure of any Confidential Information if the same:
(a) was in the public domain at the time it was disclosed;
(b) was known to Recipient at the time of disclosure;
(c) is disclosed with the prior written approval of the other Party
hereto;
(d) was independently developed by Recipient; or
(e) becomes known to Recipient, on a non-confidential basis, from a
source other than another Party hereto, without breach of this
Agreement by Recipient.
8.4 LTC Public Company Regulations. LTC is a publicly traded corporation
subject to SEC and other governmental laws, rules and regulations, including but
not limited to those regulating disclosure of Confidential Information or inside
information and actions based on such information. The nature of the Strategic
Alliance will be such that employees or shareholders of GAIA may have occasion
to become privy to LTC confidential or inside information. GAIA employees and
shareholders shall be restricted in the same manner as would be LTC employees
and shareholders from disseminating or acting upon such information.
9. DISPUTE RESOLUTION
9.1 Arbitration. In the event of any dispute between the Parties relating
to this Agreement, including its scope or validity, the Parties shall first try
to resolve the matter through good faith negotiation and, if a resolution cannot
be achieved in that manner, then the matter shall be submitted to binding
arbitration in Geneva, Switzerland (or such other place as the parties may agree
to) under the applicable rules of the American Arbitration Association. The
arbitration shall be by a single arbitrator selected in accordance with the
procedures of the American Arbitration Association but who shall be technically
grounded and whose experience and training shall enable him or her to readily
comprehend the technical aspects of the issues to be decided. At the request of
any Party, the arbitrator may permit discovery of documents and things as
provided in the Federal Rules of Civil Procedure of the United States. The costs
of the arbitration shall be shared equally by both Parties but the arbitrator
shall award costs, including the amount paid to the arbitrator but excluding
attorney's fees, to the prevailing parties.
9.2 Arbitrator's Award. The arbitrator's award may be enforced in any
court of competent jurisdiction, and the parties hereby submit themselves to the
jurisdiction of the federal or state court within the State of New York for that
purpose and any court of competent jurisdiction in Germany.
9.3 Emergency Relief. Notwithstanding the provisions of Sections 9.1 and
9.2, in the event any Party requires emergency relief to protect the value or
confidentiality of its information, it
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may seek the same in any federal or state court sitting in the State of New York
and any court of competent jurisdiction in Germany, and both Parties agree to
and hereby submit to the jurisdiction of any such court for that purpose and
agree further that service of process to initiate such action may be made (and
shall be sufficient if so made) by certified or registered mail, with return
receipt.
10. MISCELLANEOUS
10.1 Good Faith and Relationship Between Parties.
(a) In entering into this Agreement the Parties hereto recognize that it
is impracticable to make provisions for every contingency that may
arise in the course of the performance thereof. If by reason of any
unforeseen occurrence or development the operation of the Agreement
is likely to cause any inequitable hardship to either of the Parties
hereto, the Parties hereto shall negotiate immediately in good faith
as to what manner the terms and conditions of this Agreement may be
modified in order to provide an equitable solution in so far as such
is possible within the spirit of this Agreement for such unforeseen
occurrence or development.
(b) The Parties hereto hereby agree and declare that they will execute
and do all such acts and things as are necessary and within their
power and authority for the time being to carry into effect and/or
to comply with the provisions of this Agreement.
(c) It is expressly agreed that the relationship between the Parties
shall not constitute a partnership or agency of any kind and neither
Party shall have the authority to make any statements,
representations or commitments of any kind, or to take any action,
which shall be binding on the other, without the prior written
authorization of the Party to do so.
10.2 Limited Liability. Except as set forth herein, no Party shall be
liable to the other Party, or any third parties for any obligation of such other
Party.
10.3 Entire Agreement. This Agreement, constitutes the entire agreement
between the parties and supersedes all prior understandings and communications
between the Parties.
10.4 Amendment. This Agreement may be amended only by written agreement of
both Parties. Each Party acknowledges that it shall have no right to rely upon
any amendment, promise, modification, statement or representation made or
occurring subsequent to the execution of this Agreement unless the same is in
writing and executed by both Parties.
10.5 Waiver. No waiver by a Party of any provision hereof, in whole or in
part, shall operate as a waiver of any other provision hereof. The exercise by
any Party of any of its rights under this Agreement shall not preclude or
prejudice such Party from exercising any other right it may have under this
Agreement, irrespective of any previous action or proceeding taken by it
hereunder.
10.6 Severability. In the event that any one or more of the provisions of
this Agreement shall for any reason be held to be void, invalid, illegal or
unenforceable in any respect, such holding
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shall not affect any other provision of this Agreement, but this Agreement shall
be construed as if such void, invalid, illegal or unenforceable provision had
never been contained herein.
10.7 Headings. The headings of the Articles and sections of this Agreement
are inserted for convenience only and shall not constitute a part hereof or
affect in any way the meaning or interpretation of this Agreement.
10.8 Counterparts. This Agreement may be executed by the Parties in
separate counterparts (by original or facsimile signature) each of which when so
executed and delivered shall be an original, but all such counterparts shall
together constitute one and the same instrument.
10.9 Further Assurances. The Parties shall do all such things and provide
all such reasonable assurances as may be required to consummate the transactions
contemplated hereby, and each Party shall provide such further documents or
instruments required by any other Party as may be reasonably necessary or
desirable to effect the purpose of this Agreement and carry out its provisions.
10.10 Notices. All notices, requests, demands and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given if delivered by hand, telecopied (with receipt confirmed), by
overnight courier service or mailed, by certified or registered mail:
(a) If to LTC, to:
Lithium Technology Corporation
0000 Xxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxxxxxx 00000-0000
Attention: Xx. Xxxxx X. Xxxx
Facsimile: (000) 000-0000
With a copy to:
Xxxxxxxxx, Xxxxxx & Xxxxxx
000 Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxxxx X. Xxxxx, Esq.
Facsimile: (000) 000-0000
(b) If to GAIA, to:
GAIA AKKUMULATORENWERKE GmbH
Xxxxxxxxxxxxxxx 00
X-00000 Xxxxxxxxxx
Xxxxxxx
Attention: Xx. Xxxxx Xxxxx Xxxxxx
Facsimile: 49 36 31 616749
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With a copy to:
Xxxxx, Xxxxxxxx & Xxxxxxx, P.C.
14th Floor, Lenox Towers II
0000 Xxxxxxxxx Xxxx, Xxxxxxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: J. Xxxxxxx Xxxxxxxx, Esq.
Facsimile: (000) 000-0000
10.11 Governing Law and Language. This Agreement shall be constructed in
accordance with law of the State of Delaware, United States of America. This
Agreement has been prepared in the English language and, notwithstanding any
translations of this Agreement, the English language shall control its
interpretations. Except as provided herein, all documents, information,
financial statements, notices etc. required to be delivered by either Party
under this Agreement are to be prepared and delivered in English.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the day and year first above written.
LITHIUM TECHNOLOGY CORPORATION
By: /s/ Xxxxx X. Xxxx
------------------------------------
Xxxxx Xxxx
Chairman and Chief Executive Officer
GAIA AKKUMULATORENWORENWERKE GMBH
By: /s/ Xxxxx Xxxxxx
------------------------------------
Xxxxx Xxxxxx
Chief Executive Officer
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