GERODISC
OPTION AGREEMENT
THIS AGREEMENT is effective on November 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 AMERICAN AXLE
& MANUFACTURING, INC., a Delaware corporation with and office and place of
business at 0000 Xxxxxxxx, Xxxxxxx, Xxxxxxxx 00000 ("AAM").
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. AAM wishes to obtain an option for certain rights, including licenses
under certain patents, to use the GERODISC technology throughout the world,
and also wishes to obtain prototypes that embrace the technology for
evaluation purposes.
C. ASHA is willing to grant certain options to AAM and provide certain
prototypes in accordance with the terms and conditions of this Agreement.
TERMS AND CONDITIONS
1. LICENSE OPTION.
A. Upon execution of this Agreement and payments as per Section l.B, ASHA
grants to AAM an option to acquire a non-exclusive worldwide license to make,
have made, and use GERODISC mechanisms in each of the Applications of Section
l.B that is selected by AAM, and sell such mechanisms.
B. AAM shall pay to ASHA at the signing of this Agreement the following
option fees:
APPLICATION OPTION FEE
Rear Axles $250,000
Transaxles 600,000
Twin-disc Front Axles 300,000
C. The option of the preceding section shall expire on the last day of the
eighteenth month after the effective date of this Agreement.
D. AAM shall have the right to extend the option for six months for any or
all Applications by notifying ASHA in writing prior to the expiration of this
Agreement and payment to ASHA of the following extension fees with such
notice:
APPLICATION OPTION FEE
Rear Axles $ 75,000
Transaxles 100,000
Twin-disc Front Axles 50,000
E. If AAM enters into a license agreement for any of these Applications
during the term of this Agreement defined by Section I.C, the extension fee of
Section x.X shall be waived for the other applications. AAM nonetheless will
notify ASHA of its intention to extend the options for the other'
Applications.
F. During the term of this Option Agreement, including the term of any
extension under Section x.X, 'and the term of any definitive LICENSE AGREEMENT
in the form attached, ASHA will not enter into any option or license agreement
with General Motors regarding the GERODISC mechanisms that are covered by this
Option Agreement. Notwithstanding the preceding sentence, it is understood
that ASHA may discuss GERODISC mechanisms with General Motors at any time when
accompanied by AAM and may furnish prototypes of GERODISC mechanisms to
General Motors as ASHA, AAM, and General Motors might agree.
2. LICENSE.
In the event that AAM chooses to exercise its option with respect to one or
more of the Applications of the foregoing sections, AAM and ASHA will enter
into a definitive LICENSE AGREEMENT for each Application in the form attached
as Exhibit A and which provides for fees and payments not to exceed the
following:
INITIAL OPTION NET ROYALTY
APPLICATION LICENSE FEE CREDIT LICENSE FEE PER UNIT
Rear Axles $1,500,000 $100,000 $1,400,000 $2.50
Transaxles 2,000,000 100,000 1,900,000 3.50
Twin-disc
Front Axle 1,000,000 100,000 900,000 5.00
3. PROTOTYPES.
A. Upon execution of this Agreement, AAM will designate the priority of
prototype development Applications that it wishes to pursue.
B. AAM may order prototypes of two unique designs of GERODISC mechanisms for
the Rear Axle and Twin-disc Front Axle Applications, and three unique designs
of GERODISC mechanisms for the Transaxle Applications, that are selected by
AAM pursuant to Section 1. Each unique design will be jointly agreed upon by
AAM and ASHA. AAM may order up to four Rear Axle prototypes, up to four
Transaxle prototypes, and up to two Twin-disc Front Axle prototypes. AAM will
pay ASHA an additional fee of $50,000 for each additional unique design of
each Application and will include the additional fee with the order.
C. ASHA will install the prototypes in commercially available rear axles,
transaxles, or front axles as appropriate, that AAM supplies and ships to ASHA
facilities at Santa Barbara, California. AAM may have its technical people
present during assembly of the prototypes.
D. AAM will provide to ASHA, at AAM's cost, such engineering data, drawings,
and components, including half-shafts, as may be reasonably required by ASHA
to facilitate the engineering design, fabrication, and assembly of any
GERODISC prototypes developed under this Agreement.
E. ASHA requires two weeks for conducting packaging reviews of each unique
design. ASHA will ship, at its cost, prototype units of the first unique
design to AAM within ten to fourteen weeks of receipt of the axles or
transaxles and the engineering data, drawings, and components of the preceding
section. Shipping schedules for each additional unique design will be delayed
by an incremental period of two weeks. The GERODISC mechanisms will reflect
ASHA technology as developed and reasonably available on the Effective Date of
this Agreement.
F. ASHA will provide drawings and specifications to enable AAM to fabricate
up to fifteen additional prototypes for testing and evaluation in AAM's
laboratories except for the drawings and specifications of the controlling
mechanisms and valving. ASH-A will supply the controlling mechanisms and
valving required for these additional prototypes at no additional cost.
G. AAM will test and evaluate the prototypes in accordance with reasonable
automotive engineering standards. AAM may furnish the prototypes of Section
3.C to General Motors for testing and evaluation by General Motors. AAM will
furnish summaries of the testing and evaluations, including summaries prepared
by General Motors and obtained by AAM, to ASHA within a reasonable time after
the testing and evaluation is completed.
4. TECHNICAL ASSISTANCE.
From time to time during any period in which AAM has an option under this
Agreement, ASHA will inform AAM of significant developments in GERODISC
technology. ASHA will provide to AAM reasonable technical assistance to
support the development, testing, and marketing of the additional prototypes
of Section 3.F in AAM's laboratories and customer demonstrations, as required,
at no additional cost.
5. CONFIDENTIALITY.
A. Each party covenants that it and its employees, agents, and contractors
will keep secret and retain in strictest confidence, the technical information
relating to GERODISC mechanisms transferred to it by the other party and other
matters relating to the business of the other party that it acquires in the
course of activities pursuant to this Agreement, for the term of this
Agreement and for a period of five years after expiration or termination of
this Agreement.
B. Neither party shall have any obligation under the preceding subsection for
information that:
(1) it knew at the time of the transfer,
(2) it shows to be publicly known through no wrongful act of the other party,
(3) it receives from a third party that has the right to transfer the
information,
(4) the other party furnishes to any third party without restrictions,
(5) it independently develops,
(6) is approved for disclosure by the other party,
(7) is required by court order or governmental agency to be disclosed, in
which case the party receiving notice thereof shall provide prompt notice to
the other party so that such party may seek an appropriate protective order or
take such other action as it deems appropriate to protect its information.
C. Notwithstanding the foregoing, AAM may furnish information transferred to
it by ASHA in the course of activities under this Agreement to General Motors
Corporation after General Motors Corporation agrees to handle the information
in accordance with provisions equivalent to those of Section 5.A and 5.B.
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. ENTIRE AGREEMENT AND AMENDMENT.
This Agreement and the License Agreement referenced herein contain the entire
understanding between the parties relating to the subject matter. There are
no terms, obligations, covenants, statements, representations, or conditions
other than those contained in this Agreement and the License Agreement. 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 by this Agreement shall be delivered to a designated agent of
the party and shall be effective upon actual receipt.
10. PRIOR AGREEMENT.
This Agreement replaces the letter agreement dated May 4, 1995, and entered
into by the parties for the purpose of facilitating discussions relative to
the possibility of jointly developing or exploring the potential license by
AAM of certain technology of ASHA relating to the manufacture of differential
cases, and that letter agreement is terminated and of no further force and
effect. All information transferred under the May 4 letter agreement shall be
covered by the provisions of this Agreement.
11. ASSIGNMENT.
This Agreement is personal in nature and shall not be assigned or transferred
without the written consent of the parties.
IN WITNESS WHEREOF, the parties hereto execute this Agreement by duly
authorized representatives.
AMERICAN AXLE & MANUFACTURING, INC. ASHA CORPORATION
By /s/ Xxxxxx X. Xxxxxx By /s/ Xxxx X. XxXxxxxxx
Xxxxxx X. Xxxxxx Xxxx X. XxXxxxxxx
Its: Executive Director Its: President and CEO
Product Engineering
EXHIBIT A TO
GERODISC TECHNOLOGY TRANSFER AND LICENSE AGREEMENT
THIS AGREEMENT is effective on _________, 199_, 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 AMERICAN AXLE
& MANUFACTURING, INC., a Delaware corporation with an office and place of
business at 0000 Xxxxxxxx, Xxxxxxx, Xxxxxxxx 00000 ("AAM").
RECITALS
A. ASHA developed and owns certain technology and 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
technology.
B. AAM wishes to obtain information relating to GERODISC technology and
licenses under ASHA patents to use the technology throughout the world.
C. ASHA is willing to furnish technology and grant certain licenses to AAM in
accordance with the terms and conditions of this Agreement.
TERMS AND CONDITIONS
1. TECHNOLOGY TRANSFER.
A. Within one month after the Effective Date of this Agreement, ASHA will
transfer to AAM the technical information relating to GERODISC mechanisms in
applications of [rear axles, transaxles, and twin-disc front axles] that ASHA
has in tangible form. This technical information will include drawings,
specifications, engineering data, bills of materials, process sheets, computer
programs and software, and quality standards.
B. ASHA will provide reasonable assistance to AAM during the period of three
years immediately following the Effective Date to assist AAM in understanding
and applying the technical information of the preceding section.
C. From time to time during the term of this Agreement up to the fifth
anniversary of the Effective Date, ASHA will transfer to AAM developments in
GERODISC mechanisms that are made by ASHA.
D. At AAM's option the transfers and assistance of this Section 1 shall be at
either ASHA's facilities in California or AAM's facilities in Michigan. Each
party shall bear its own costs of the transfers and assistance of this Section
1.
E. ASHA hereby grants to AAM nonexclusive rights to use the technical
information transferred pursuant to this section to design and develop
GERODISC mechanisms within the United States of America for [rear axles,
transaxles, and twin-disc front axles] and to make, have made, use, sell, and
service GERODISC mechanisms throughout the world for such [rear axles,
transaxles, and twin-disc front axles].
2. CONFIDENTIALITY.
A. Each party covenants that it and its employees, agents, and contractors
will keep secret and retain in strictest confidence, the technical information
relating to GERODISC mechanisms transferred to it by the other party and other
matters relating to the business of the other party that it acquires in the
course of activities pursuant to this Agreement, for the term of this
Agreement and for a period of five years after expiration or termination of
this Agreement.
B. Neither party shall have any obligation under the preceding subsection for
information that:
(1) it knew at the time of the transfer,
(2) it shows to be publicly known through no wrongful act of the other party,
(3) it receives from a third party that has the right to transfer the
information,
(4) the other party furnishes to any third party without restrictions
(5) it independently develops,
(6) is approved for disclosure by the other party,
(7) is required by court order or governmental agency to be disclosed, in
which case the party receiving notice thereof shall provide prompt notice to
the other party so that such party may seek an appropriate protective order or
take such other action as it deems appropriate to protect its information.
C. Notwithstanding the foregoing, AAM may furnish information transferred to
it by ASHA in the course of activities under this Agreement to its customers
and potential customers that agree to handle the information in accordance
with provisions equivalent to those of Section 2.A and 2.B.
3. LICENSES.
A. ASHA hereby grants to AAM non-exclusive licenses under the patents listed
in Attachment A and patents issuing from the patent applications listed in
Attachment A, to make, have made, use, and sell GERODISC mechanisms in [rear
axles, transaxles, and twin-disc front axles] for original equipment and
service and replacement throughout the world. The grant of this section
includes divisions, reissues, continuations, renewals, and extensions of the
patents.
B. ASHA hereby grants to AAM non-exclusive licenses under patents obtained by
ASHA during the term of this Agreement up to the fifth anniversary of its
Effective Date that are improvements to GERODISC mechanisms covered by the
patents and patent applications listed in Attachment A, to make, have made,
use, and sell GERODISC mechanisms in [rear axles, transaxles, and twin-disc
front axles] for original equipment and service and replacement throughout the
world. The grant of this section includes divisions, reissues, continuations,
renewals, and extensions of the patents.
C. The licenses of this Section shall extend to the last to expire of the
patents licensed under this Section.
D. During the term of this Agreement, ASHA will not enter into any option or
license agreement with General Motors regarding the GERODISC mechanisms that
are covered by this Agreement. Notwithstanding the preceding sentence, it is
understood that ASHA may discuss GERODISC mechanisms with General Motors at
any time when accompanied by AAM and may furnish prototypes of GERODISC
mechanisms to General Motors as ASHA, AAM, and General Motors might agree.
4. AFFILIATED COMPANIES.
AAM may transfer and grant rights to use the technology obtained from ASHA
hereunder, and may grant sublicenses under patents licensed to AAM hereunder,
to Affiliated Companies of AAM, by entering into agreements with the
Affiliated Companies that contain provisions equivalent to the provisions of
this Agreement. AAM shah own not less than twenty percent of each Affiliated
Company that receives the technology and sublicenses at the time of the
transfer and sublicense, and the rights and sublicenses shall remain in effect
only while AAM maintains this level of ownership interest. AAM will notify
ASHA of each agreement with each Affiliated Company under this section. AAM
shall be responsible for the royalties due and payable for GERODISC mechanisms
manufactured and sold by such Affiliated Companies in accordance with other
provisions of this Agreement.
5. FEES, ROYALTIES, AND REPORTS.
A. AAM will pay ASHA a lump sum fee in accordance with the following
schedule:
(1) $XXX on the Effective Date of this Agreement, and
(2) $XXX on the first anniversary of the Effective Date of this Agreement.
B. The fees of Section 5.A are committed and irrevocable.
C. During the term of this Agreement up to the fifth anniversary of the
Effective Date, AAM will pay ASHA a royalty not to exceed the royalty
specified in the following table for each GERODISC mechanism sold or
transferred by AAM and Affiliated Companies of AAM that (i) embodies any of
the technical information transferred to AAM pursuant to Section 1 of this
Agreement which is proprietary to ASHA, or (ii) is covered by a claim of any
of the patents of Section 2 of this Agreement which has not been declared
invalid by a court with jurisdiction Over such matters.
APPLICATION ROYALTY PER UNIT
Rear Axles $2.50
Transaxles $3.50
Twin-disc Front Axle $5.00
D. During the term of this Agreement following the fifth anniversary of the
Effective Date and extending to the expiration date of the last to expire of
the patents licensed under Section 2, AAM will pay ASHA a royalty not to
exceed the royalty specified in the following table for each GERODISC
mechanism sold or transferred by AAM and Affiliated Companies of AAM that is
covered by a claim of any of the patents licensed under Section 2 of this
Agreement which has not been declared invalid by a court with jurisdiction
over such matters.
APPLICATION ROYALTY PER UNIT
Rear Axles $2.50
Transaxles $3.50
Twin-disc Front Axle $5.00
E. The royalty fees are due and payable upon sale or transfer of the GERODISC
mechanisms by AAM and Affiliated Companies. AAM shall calculate the royalty
fees for each calendar quarter and the royalty fees are due and payable one
month after the end of each calendar quarter during the term of this Agreement
and the two year period immediately following expiration or early termination
of this Agreement. AAM shall accompany each payment with a written statement
showing by Application the number of GERODISC mechanisms manufactured during
the calendar quarter, the number of GERODISC mechanisms sold during the
calendar quarter, and a computation of the amounts payable. AAM may take
appropriate credits for returned goods. If no payment is due for any calendar
quarter, AAM shall render to ASHA a written statement to such effect in
accordance with the timing of this subsection. In the event that AAM has
manufactured GERODISC mechanisms prior to the date of any expiration or
termination of this Agreement but has not sold those mechanisms prior to such
date, AAM will pay the royalty fees of this section upon sale or transfer
thereof.
F. AAM shall keep true books of account consistent with generally accepted
accounting principles that contain an accurate record of all data necessary
for the determination of the royalty fees payable under this section. At any
time during the three year period following any written statement of the
previous section, ASHA may examine AAM's books of account at reasonable times
and upon reasonable advance notice during normal working hours for the purpose
of independently calculating the royalty fees due and payable to ASHA.
G. In no event shall AAM be required to pay royalties based solely upon a
patent claim which has been held invalid by the decision, unappealed or
unappealable, of a court of competent jurisdiction.
H. If ASHA grants to another rights and licenses substantially equivalent to
the rights and licenses granted to AAM by this Agreement at royalty rates
lower than the royalty rates of this Section 5, ASHA will offer the lower
royalty rates to AAM effective with AAM's sales of GERODISC mechanisms
subsequent to the grant.
6. REPRESENTATIONS AND WARRANTIES.
A. ASHA represents and warrants that technical information transferred to AAM
and patents licensed to AAM hereunder, excluding any material deviations made
by AAM to processes or hardware that are based on ASHA's technology or
patents, do not infringe any enforceable right of any other party and that
ASHA has not received any notice or claim of infringement with respect
thereto. If ASHA, during the term of this Agreement, receives any such notice
or claim, it will promptly provide a copy thereof to AAM and the parties will
meet as soon as practicable thereafter to discuss the matter. As provided in
Section 6.B below, ASHA shall have the right to reasonably determine whether
processes and hardware proposed for manufacture by AAM contain any material
deviations to the processes and hardware that are covered by ASHA's technical
information and patents.
B. AAM will disclose to ASHA the processes and hardware it proposes to use in
its final design of GERODISC mechanisms six (6) months prior to AAM's expected
commercial production of such mechanisms. ASHA will promptly examine such
processes and hardware within sixty (60) days, and if such processes and
hardware do not materially deviate from the technology or patents licensed by
ASHA to AAM under Section 3 above or otherwise expose ASHA to liability beyond
the level of exposure undertaken by ASHA pursuant to Section 6A above, ASHA
shall extend in writing the representations and warranties of Section 6A to
such processes and hardware of AAM. Should ASHA determine in good faith that
such processes and hardware are not covered by ASHA's patents and technical
information, ASHA shall notify AAM that the mechanisms are outside the scope
of this Agreement. Any GERODISC mechanism which is produced by AAM without
ASHA's written representations or warranties as provided above will not enjoy
the benefits of such representations and warranties.
C. ASHA and AAM each represent and warrant 'that it has the legal power and
authority to enter into this Agreement and that it has not made any
commitments to others inconsistent with or in derogation of its obligations
under this Agreement. ASHA represents and warrants that ASHA has proprietary
rights to technical information transferred to AAM under Section 1 and is the
owner of the patents and patent applications listed in Attachment A.
D. ASHA makes no other express or implied representations or warranties.
7. LITIGATION.
A. If AAM receives notice of a claim for infringement of third party's rights
in respect to the GERODISC technical information and patents as they relate to
mechanisms manufactured and/or sold by AAM, AAM shall notify ASHA and provide
ASHA with all information which it has relating to such claim at the time of
sending such notice. ASHA shall defend all such claims at its expense in a
timely and good-faith manner, and AAM shall cooperate with and provide
assistance to ASHA in such defense.
B. If AAM believes that a third party is manufacturing, using, or selling
GERODISC mechanisms that infringe any claim licensed to AAM under Section 3 of
this Agreement that has not been declared invalid, the parties will proceed in
accordance with the following:
(1) AAM shall notify ASHA of the identity of the third party and provide all
information known to AAM regarding the nature and extent of the infringing
activities.
(2) ASHA will investigate the claim of infringement and will report the
results of its investigation to AAM.
(3) If ASHA does not initiate actions, including negotiations or litigation,
to stop infringement by a competitor of AAM within nine (9) month of the
notice, AAM may suspend paying the royalties to ASHA that are specified in
Section 5 of this Agreement until the infringement has stopped. If ASHA has
initiated actions to stop the infringement and is pursuing such actions
diligently, AAM's obligations to pay royalties shall not be suspended and
shall continue in full force and
(4) Instead of suspending payment of royalties under the preceding subsection
3, AAM at its option shall be entitled, at its sole expense to bring suit in
its own name or, if required by law, jointly will ASHA, to stop such
infringement. AAM shall be entitled to retain all damages, settlements, and
awards of whatever nature that it recovers on such suit.
8. ENTIRE AGREEMENT AND AMENDMENT.
This Agreement contains the entire understanding between the parties relating
to its subject matter. There are no terms, obligations, covenants, statements,
representations, or conditions other than those contained in this Agreement.
This Agreement may be modified only by a written amendment that is signed by
an authorized representative from each party.
9. NOTICES.
Notices required by this Agreement shall be effective only when a writing is
actually received by the designated representative of the parties as follows:
To ASHA:
Mr. Xxxx XxXxxxxxx, President
ASHA Corporation
000 X Xxxx Xxxxx
Xxxxx Xxxxxxx, XX 00000
To AAM:
Xx. Xxxxxx X. Xxxxxx, Executive Director
Product Engineering
American Axle & Manufacturing, Inc.
Technical Center
0000 Xxxxxxxxxx Xxxxx
Xxxxxxxxx Xxxxx, XX 00000-0000
With a copy to:
Xxxxxxx X. Xxxxxxxxx, Esq.
General Counsel
American Axle & Manufacturing, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000-0000
Each party may change its designated representative from time to time by
notice to the other party.
10. ASSIGNMENT.
This Agreement is personal in nature and shall not be assigned or transferred
without the written consent of the other pa@ except in connection with the
sale of the entire line of business relating to GERODISC mechanisms.
11. WAIVER.
Failure by either party to this Agreement to exercise or enforce or to insist
upon the strict performance of any of the terms or conditions of this
Agreement will not constitute a waiver of that party's rights to enforce each
and every term and condition of this Agreement for any subsequent breach or
default of the terms of this Agreement.
12. 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 and shall be construed in accordance with and governed by
the law of the State of Michigan.
13. DISPUTE RESOLUTION.
A. If a dispute arises between the parties relating to this Agreement, the
parties will meet within ninety days at a more senior level in a good faith
effort to resolve the dispute. If the meeting is not successful, the parties
will meet within thirty days at a more senior level in another good faith
effort to resolve the dispute. Each meeting must be attended by employees and
representatives of each party with authority to agree on reasonably
anticipated actions to resolve the dispute, but neither party shall be
obligated to include its chief executive officer in a meeting.
B. If the dispute is not resolved, either party may proceed in accordance
with applicable law.
14. OPTION AGREEMENT.
This Agreement supersedes the portion of the Option Agreement entered into by
ASHA and AAM relating to the Applications licensed in this Agreement. To the
extent that the Option Agreement has not expired for other Applications, such
Option Agreement shall remain in full force and effect. All information
transferred under the Option Agreement shall be covered by the provisions of
this Agreement.
15. TERMINATION.
A. Unless otherwise terminated as provided below, this Agreement shall
continue in effect until expiration of the last-to-expire of the patents
licensed under Section 3.
B. If either ASHA or AAM is in default of 'any obligation under this
Agreement, the parties will proceed in accordance with the Dispute Resolution
procedure of Section 13. If the Dispute Resolution procedure does not resolve
the default, the other party, at its option, may terminate this Agreement by
giving written notice specifying the nature and extent of the default and
stating its intention to terminate this Agreement not less than three months
from the date of the notice.
C. AAM may terminate this Agreement at any time by providing notice to ASHA
at least two months in advance of a termination date.
D. Upon termination AAM and all Affiliated Companies shall cease
manufacturing and selling GERODISC mechanisms except to the extent reasonably
necessary to fulfill contracts in existence on the date of the notice and
provided that AAM continues to comply with the obligations of Section 5 of
this Agreement.
IN WITNESS WHEREOF, the parties hereto execute this Agreement by duly
authorized representatives.
AMERICAN AXLE & ASHA CORPORATION
MANUFACTURING, INC.
By: By:
Its: Its:
FOR IMMEDIATE RELEASE CONTACT:
Alain X-X C1enet
Chairman and CEO
ASHA Corporation
(000) 000-0000
Xxxxx X. Xxxxxxx
Director of Investor Relations
GCI Xxxxxxxx
(000) 000-0000 xIO3
MAJOR EUROPEAN AUTOMOTIVE SUPPLIER
SIGNS OPTION AGREEMENT FOR ASHA'S GERODISC
SANTA BARBARA, Calif., December 13,1995 - ASHA Corporation (OTC:ASHA) today
announced Steyr-Daimler-Puch has signed an option agreement for future license
applications of ASHA's GERODISC traction control system. The company has
declined to disclose the dollar value of the agreement.
Steyr-Daimler-Puch, headquartered in Gratz, Austria, is engaged in the
development and production of all-wheel-drive components and all-wheel-drive
vehicles.
ASHA, headquartered in Santa Xxxxxxx, is engaged in the development of
advanced technology products for the automotive industry.
ATTACHMENT A
CAPTION>
ASHA NO. TITLE SERIAL NO. PATENT NO. ISSUE
DATE
0128 PUS Hydraulic Limited Slip 07/855,728
Differential for Drive Axle
of Vehicle Drivetrain
0129 PUS Hydraulic Coupling for 07/855,727
Auxiliary Drive Axle of
Vehicle Drivetrain
0134 PUS Vehicle Drivetrain 08/016,168 U.S. 5,310,388
5/10/94
Hydraulic Coupling
0134 PCT Vehicle Drivetrain PCT/US9
Hydraulic Coupling 302098
0134 PMX Vehicle Drivetrain 94 0391
Hydraulic Coupling
0134 PCN Vehicle Drivetrain
Hydraulic Coupling
0135 PUS Vehicle Drivetrain
Hydraulic Coupling
