EXHIBIT 6.6
T&G and EVI Partnership
Extension to Letter of Commitment of October 1998
This letter is to serve as an extension to the Letter of Commitment (hereinafter
LoC- I ) co-signed by the parties thereto, namely T&G Corporation, of Lebanon,
CT, USA (T&G) and Energy Ventures Inc., of Toronto, Ontario, Canada (EVI), on
October 19th and 22nd, 1998, respectively, a copy of which is attached hereto
and is an integral part hereof.
It is the intent of the parties hereto that, pending the incorporation of the
new company, the execution of the associated Shareholder Agreement and of the
License and Research & Development Agreement, all referred to in LoC-1, that the
existing collaboration between the parties hereto should continue, as defined in
LoC-1 and herein. The terms additional to LoC-1 are as follows:
1. The object of the collaboration shall be to commercialize the
electro-permeable (EPM) materials developed and patented by T&G by
selling the EPM materials, by engaging in the joint development of the
materials and applications for them and by entering into agreements to
license the use of EPM materials to third parties.
2. The fields in which collaboration may occur shall be electro-chemical
energy systems based on lead/acid, nickel/zinc, copper/zinc,
zinc/manganese-dioxide, zinc/air couples, fuel cells and, in the
pharmaceutical sector, wound care, together with such other fields of
uses shall be mutually agreed by the parties from time to time during
the period of the collaboration defined herein.
3. The parties shall share equally in the net revenues arising from their
collaboration, after deduction of direct costs associated with such
revenues and subject to the "balancing" of mutually agreed prior and
future expenditures by either party in the development of the
technology and in the operation of this collaborative venture. The
agreed prior investment by T&G is $500,000. The balancing of
investments shall be achieved by allocating 75% of net revenue
disbursements to the party with the larger investment until the
investments by each are equal.
4. If collaboration between the parties hereto is extended through the
formation of a new company, as envisaged in the Letter Agreement of
October 19th and 22nd 1998, referred to above and attached hereto, the
financial arrangements specified in Paragraph 3, above, shall remain in
effect.
5. Management of the collaborative activities shall be by mutual agreement
of the parties, with the limitation that neither party shall be
empowered to commit the other party to any expenditure or other actions
without the agreement of that other party.
6. The term of this Agreement shall be for a period of three years from
the execution hereof. The Agreement shall renew automatically unless
one of the parties shall give notice of its wish to terminate the
Agreement sixty days prior to the end of the initial term or 60 days
prior to any anniversary thereof.
Signed and approved on behalf of EVI Signed and Approved on Behalf of T&G
By: /s/ X.X. Xxxxxxxx By: /s/ X.X. Xxxxx
Name: X.X. Xxxxxxxx Name: X.X. Xxxxx
Date: July 6th 1999 Date: 5 July 1999
On EVI Letterhead
T&G and EVI Partnership
Letter of Commitment
October 22nd 1998,
This letter is to serve as confirmation that the parties Energy Ventures Inc.
(Canada (EVI) and T&G Corporation are entering into a partnership agreement
through a new company to be incorporated in Ontario Canada with initial
ownership established at 51% EVI and 49% T&G.
The purpose of this partnership is to fully exploit certain technologies
substantially under the business terms that are outline in a draft license and
Research and Development dated September 15th 1998 that has been rejected in
favor of the partnership. This partnership will be governed by a shareholders
agreement that is in preparation and will be approved by both parties however
both parties agree to operate with October 1st 1998 as the effective starting
date.
XXX is responsible for preparing the closing documents required and both parties
agree to use best efforts to execute the final documents as soon as possible.
Signed and Approved on behalf of XXX
X.X. Xxxxxxxx Date Oct 22, 1998
Signed and Approved on behalf of T&G
X.X. Xxxxx Date Oct 19, 1998
