Exhibit 10n
The omitted portions indicated by brackets have been separately filed with
the Securities and Exchange Commission pursuant to a request for
confidential treatment under Rule 406, promulgated under the Securities Act
of 1933, as amended.
JOINT DEVELOPMENT AGREEMENT
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This Agreement is effective as of the 11th day of November 1996 by and
among Engelhard Corporation ("Engelhard") having a place of business at 000
Xxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx 00000; Clean Diesel Technologies, Inc.
("CDT") having a place of business at 000 Xxxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxx, Xxxxxxxxxxx 00000; and Nalco Fuel Tech ("NFT") having a place of
business at 0000 Xxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
Engelhard has developed NOx reduction catalysts and systems which can
reduce NOx emissions in the exhaust stream of diesel engines in the
presence of an amine-based reagent through selective catalytic reduction
(SCR).
CDT and NFT have independently developed and own reagents, reagent
injection techniques, injector designs, metering systems, and computer
models that, in conjunction with an NOx reduction catalyst, will reduce NOx
emissions from diesel engines.
CDT, NFT and Engelhard wish to collaborate on the development,
demonstration, and commercialization of a urea-based SCR System for use on
diesel engine power generator sets manufactured by Cummins Engine Company
("Cummins").
Therefore, the parties agree as follows:
1. Engelhard, CDT, and NFT will collaborate on the selection and
testing of Engelhard catalysts and reactors in conjunction with the
CDT and NFT supplied reagent, injectors, and metering equipment prior
to the prototype testing of the System. Pre-prototype testing will
take place at the Engelhard engine lab during 1996 to define overall
system performance.
2. CDT and NFT will share confidential Cummins engine data with
Engelhard for catalyst selection and design, based on authorization
from Cummins. This sharing is contingent upon Engelhard holding such
information in strict confidence, in accordance with the requirements
of CDT's and NFT's Confidentiality Agreement with Cummins.
3. Prototype testing of the System will take place in conjunction with
Cummins on an engine supplied by Cummins during 1997. Engelhard will
provide catalysts and reactors and CDT and NFT will provide the
reagent and injection/metering system. The timing and responsibility
for testing shall be agreed by the parties in advance.
4. Upon successful completion of prototype testing of the System and
based on agreement by the parties with Cummins to proceed with
commercialization of the System, the parties shall support commercial
performance and durability testing of the System as mutually agreed by
the parties with Cummins. Engelhard will provide catalyst and reactor
and CDT and NFT will provide the injection/metering system and
reagent.
Unless otherwise agreed by the parties in writing, the direct
cost of the engine, engine operations, emissions monitor, and data
collection during the durability testing shall not exceed $[ ] per
party, with each party paying one-third of the total.
5. Upon successful completion of durability testing to the
satisfaction of the parties and Cummins, the parties shall negotiate
with Cummins for supply of commercial Systems. CDT and NFT shall be
the overall System supplier, with catalyst and reactor supplied to CDT
and NFT by Engelhard based on mutually agreed price and terms.
6. Parties confirm that they agree not to analyze or have analyzed any
chemical reagents, injectors, metering equipment or catalysts
(hereinafter "Samples") provided by one party to another for
evaluation during this Agreement, and that all such Samples will be
provided free of charge and shall be returned to the party providing
such Samples at the end of each test.
7. (a) Each party shall have equal access to the test results for all
tests conducted in accordance with this Agreement. Data and results
resulting from the work completed during this program ("Subject Data")
shall be jointly owned by the parties, but no party shall have the
right to publish or disclose such data without the prior written
consent of the other parties, which consent will not be unreasonably
withheld. Any inventions first jointly conceived and reduced to
practice from the work completed under this program ("Subject
Inventions") shall be owned by the parties. Any patents resulting from
Subject Inventions will be owned by NFT if related to metering
equipment or reagents, and by Engelhard if related to catalyst. Each
of the two other parties to this agreement shall have a worldwide
royalty-free license to make, use, and sell subject to payment of a
one-third share of reasonable patent preparation, filing and
maintenance costs. Any inventions individually conceived during this
program or conceived and reduced to practice outside of this program
will in no event be Subject Inventions.
(b) All inventions, patents, patent applications, data, know-how and
other intellectual property in the possession of or owned by any of
the parties prior to the Test shall remain the property of such party
and no grant of any right or license whatsoever thereunder to any of
the other parties is intended hereby or should be implied,
notwithstanding that rights in any such intellectual property may be
necessary to enable a party to practice a Subject Invention. No rights
or obligations other than those expressly recited herein are to be
implied from this Agreement. Except as provided above, and relating to
Subject Inventions and Subject Data, no license is hereby granted,
directly or indirectly, under any know-how or patent now or hereafter
held by or licensed by any of the parties.
9. This Agreement shall be governed by and construed in accordance
with the internal laws of the State of New Jersey without regard to
the principle of conflict of laws.
10. This Agreement constitutes the entire understanding between the
parties hereto with respect to the subject matter indicated above, and
its terms may not be changed or amended except by an instrument in
writing.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
signed in triplicate by their duly authorized representatives.
CLEAN DIESEL TECHNOLOGIES, INC. ENGELHARD CORPORATION
By: By:
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Name: Xxxxx X. Xxxxxxxxx Name:
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Title: Chief Operating Officer Title:
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Date: Date:
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NALCO FUEL TECH
By:
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Name:
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Title:
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Date:
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