EXHIBIT 10.3
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October 18, 2005
Xx. Xxx Xxxxxx
Chairman
Pacific Fuel Cell Corp.
000 X. Xxxxxx Xxx.
Suite 100
Tustin, CA 92780
Re: Agreement for Scale-Up Development Activities of the nanoMEA
Dear Xxx:
Bourns, Inc. ("Bourns") and Pacific Fuel Cell Corp. ("PFC") have had discussions
regarding the proprietary manufacturing processes for electro-catalyst and
nanostructured membrane electrode assembly ("nanoMEA") that incorporates the
aforementioned electro-catalyst. Specifically, the electro-catalyst with carbon
nanotube and carbon nanofiber support is prepared by a reduction process of
platinum salt using ethylene glycol under reflux conditions that has been shown
to have better performance than other catalysts such as E-TEK catalyst for
hydrogen as well as methanol fuel cells, and the nanoMEA is manufactured by a
filtration process that has the potential of offering better alignment for the
nanotubes and nanofibers and higher throughput for the nanoMEA production than
the current spray or brush techniques.
PFC has created a bench- top scale process and is interested in working with
Bourns to attempt to scale up the catalyst preparation process to be able to
manufacture nanoMEA products on a commercially practical basis. Bourns is
interested in working with PFC to help develop commercially practical nanoMEA
products.
After discussion, the parties have reached the following agreement (this
"Agreement").
1. Under the technical direction and with the technical support of PFC,
Bourns will attempt at its Riverside, California facility to scale up
PFC's new process for making electro-catalyst and nanoMEA products from
bench-top scale to commercial scale.
A. These scale-up efforts will commence promptly after execution of
this Agreement and are expected to take approximately two months.
X. Xxxxxx, at its expense, will provide equipment, supplies and
Bourns employees for the scale-up experiments. Bourns agrees not
to submit any of its expenses to PFC for payment or reimbursement.
C. PFC, at its expense, will provide a parts list, supplier contacts,
process parameters, special equipment and PFC technical personnel
as needed for the scale-up experiments. PFC agrees not to submit
any of its expenses to Bourns for payment or reimbursement.
2. If Bourns and PFC are able to scale up PFC's new process from bench-top
scale to commercial scale, Bourns agrees to supply reasonable quantities
of samples of the catalysts and nanoMEA's produced from the scaled-up
process to PFC for further testing and evaluation by PFC. PFC agrees that
all such samples shall be provided by Bourns on an "AS-IS" basis without
representation or warranty of any kind. PFC shall be solely responsible
for any losses or liabilities of any nature arising out of or related to
PFC's handling, use or disposition of such samples.
3. All rights to inventions that are conceived and reduced to practice
solely by PFC shall be the sole property of PFC. All rights to inventions
that are conceived and reduced to practice solely by Bourns shall the
sole property of Bourns. PFC and Bourns shall jointly own all rights to
inventions that are conceived and reduced to practice by PFC and Bourns.
4. Either Bourns or PFC may terminate its involvement in these activities at
any time without cause or reason, upon written notice to the other party.
In such case, Bourns shall return to PFC any unused materials or
equipment provided by PFC in connection with the scale-up experiments.
5. Following conclusion of the activities described in this Agreement, the
parties may, but are not obligated to, enter into further discussions
regarding such subjects as manufacturing of the nanoMEA product,
licensing of the MEA production process, and test marketing of the
nanoMEA product.
If the above accurately sets forth the understanding between Bourns and PFC,
please sign below where indicated and fax a copy back to me at (000) 000-0000.
We look forward to working together with PFC.
Sincerely, Agreed to and Accepted by:
BOURNS, INC. PACIFIC FUEL CELL CORP.
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Xxxxx Xxxxxx Xxx Xxxxxx
Vice President Engineering - Trimpot Division Chairman
Date: , 2005
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