4
EXECUTION VERSION
Research and Development Umbrella Agreement
This RESEARCH AND DEVELOPMENT UMBRELLA AGREEMENT is dated
as of July 1, 1997, between CORNING INCORPORATED, a New York
corporation ("Corning"), and ELECTROSOURCE, INC., a Delaware
corporation ("Electrosource").
W I T N E S S E T H:
WHEREAS, Electrosource designs, manufactures and markets
proprietary advanced energy storage technologies and systems,
including deep discharge lead-acid batteries; and
WHEREAS, Corning creates leading-edge technologies and
produces advanced materials for the scientific and
environmental markets; and
WHEREAS, the parties have entered into a Note Purchase and
Option Agreement, dated as of March 27, 1997 (the "Note
Purchase Agreement"), and a Stock Option Agreement dated as of
March 27, 1997 (the "Stock Option Agreement"), whereby Corning
may purchase up to 1,227,273 shares of common stock of
Electrosource; and
WHEREAS, Corning has loaned to Electrosource $4,000,000 in
consideration of Electrosource issuing to Corning a 5%
Convertible Promissory Note of equivalent face value, dated
March 27, 1997 (the "5% Convertible Note").
WHEREAS, the parties believe that it would be in the best
interests of each other to jointly conduct and coordinate
certain projects that may involve research, development and
transfers of technology relating to the design, development and
manufacture of deep discharge lead-acid batteries (the
"Projects"); and
WHEREAS, the parties desire to enter into this Research
and Development Umbrella Agreement to define certain terms and
conditions relating to the joint conduct and coordination of
such Projects (this Research and Development Umbrella
Agreement, including any and all Project Annexes (as
hereinafter defined) that may be attached hereto from time to
time, is referred to herein as the "Agreement").
NOW, THEREFORE, in consideration of the foregoing premises
and the mutual covenants and undertakings contained herein, and
subject to and on the terms and conditions set forth herein,
the parties agree as follows:
1. Projects. (a) From time to time Electrosource shall
develop and present to Corning various Projects. With respect
to each such Project, Electrosource shall present a written
proposal to Corning defining the technical and business goals
of such Project, the tasks involved and the milestones
identified for successful completion of such Project, the
suggested involvement and contributions of each of
Electrosource and Corning, and the period during which the
Project shall be completed (each a "Project Period"). Corning
shall review such Project proposal and decide whether it is in
the best interests of Corning to participate. Within a
reasonable time after Electrosource has presented to Corning
such Project proposal, Corning shall notify Electrosource
whether it elects to participate or not, the terms on which it
shall participate and any suggestions that Corning may have
towards the successful conduct and completion of such Project.
Any such Project on which the parties elect to jointly
participate shall be governed by the terms and conditions of
this Agreement, but shall be more particularly defined in an
Annex to be attached hereto, substantially in the form attached
hereto as Exhibit A (each a "Project Annex"), that includes a
definition and goals of such project, a definition of the
involvement and contributions of each of the parties, a
schedule of performance, milestones, payment details, and such
other terms and conditions as the parties shall mutually agree.
These Project Annexes shall be executed and dated by an
authorized officer of each party and shall for all purposes
hereof and thereof be an integral part of this Agreement.
(b) Periodically, representatives of Corning and
Electrosource will meet to identify new areas for cooperation
and assistance that may lead to new Projects and to review
progress on any existing Projects, including the monitoring of
costs and expenses related to particular Projects.
2. Project Committees. (a) Each Project shall be
governed by a committee (each a "Project Committee") consisting
of two managers, one designated by Corning and one designated
by Electrosource. The initial Project Committee members shall
be defined in the respective Project Annex. Each member of
such Project Committee shall serve at the pleasure of the party
which designated that Project Committee member and in the event
of a vacancy, a replacement shall be named prior to the next
scheduled Project Committee meeting by the party entitled to
fill said position.
(b) The functions, authority and tasks of each such
Project Committee shall be: to provide overall technical,
commercial and financial guidance and control over the
respective Project; to designate a Project Leader (as defined
in Section 3); to initiate, approve (or disapprove) of
significant changes to the schedule of performance; to review,
amend, disapprove or approve any significant changes proposed
by the Project Leader which relate to tasks or activities
assigned or being performed under the Project; to review and
audit whether Project milestones and schedules are being met by
each party as agreed; to redirect resources where required in
order to meet Project milestones and schedules; to analyze how
and to what extent technology can be implemented and utilized
in products; to ensure that tests are conducted to use and test
such products prior to the end of respective Project Period;
and to decide whether any patent application(s) (domestic or
foreign) should be filed on any invention(s) created during the
course of a Project, the subject matter and jurisdiction of any
patent such applications, and whether any such patent
applications shall be filed, prosecuted and paid for jointly or
by an individual party.
(c) Each Project Committee shall meet as often as
necessary to ensure the successful oversight and completion of
the Project, but in any case not less frequently that quarterly
during the term of the respective Project Period. Such
meetings shall be at mutually agreed upon times and at equally
convenient locations. The host party shall bear the expenses of
providing the meeting facilities, but each party shall bear all
other cost related to its attendance.
(d) Except as otherwise agreed herein, all decisions of a
Project Committee shall be by unanimous vote.
3. Project Leader; Employees. (a) Each Project
Committee shall, by unanimous vote, designate a project leader
who shall, unless otherwise agreed unanimously by such Project
Committee, be an employee of Corning (the "Project Leader"),
and who shall have the task and responsibility to manage and
administer the Project during the Project Period. Any removal
or replacement of the individual serving as Project Leader
shall be subject to the prior approval of, and be in the
discretion of, such Project Committee. The Project Leader
shall be responsible for and shall report to the Project
Committee regarding all significant matters arising in the
course of, or affecting his coordination of, the activities to
be conducted under, and implementation of the Project in
accordance with, this Agreement and the respective Project
Annex.
(b) The Project Leader shall have sufficient authority to
carry out his or her responsibility to administer his assigned
Project and meet the schedule of performance to completion,
including the authority to require that either or both parties
make available or delegate certain personnel of each who have
the expertise or experience necessary to perform the scheduled
activities under the Project. Such Project Leader shall also
have the authority to make changes in the Project schedules as
may be beneficial and necessary from time to time (but only if
any such change does not materially change the overall Project
schedule of performance, milestones, scope, goals, or timing).
Any changes made by the Project Leader which are of a magnitude
so as to constitute a significant revision or change of the
overall Project schedule of performance, milestones, scope,
goals or timing shall require the Project Committee's prior
written approval. The Project Leader shall report to the
Project Committee as often as necessary to successfully
accomplish the Project in accordance with the Project schedule
of performance, but in any case not less frequently than
quarterly. The research and technical personnel of either
party assigned to work on the Project by the party shall be
subject to the direction of the Project Leader with respect to
Project tasks assigned or assumed and being performed by such
party.
(c) Each party agrees that as deemed necessary by the
Project Leader and for the success of the Project, each person
assigned tasks or performing work under this Agreement and the
respective Project Annex will, whenever reasonably possible,
either work solely on the Project during the period he has been
assigned to the Project or be allowed sufficient hours and
facilities so as to accomplish his tasks with respect to the
Project in a timely manner and in accordance with the schedules
and milestones of the Project.
(d) Each party agrees to require its employees to observe
all confidentiality, security, and safety rules and regulations
in effect at the other party's site as a condition of their
admittance to and presence at the other party's site.
(e) Nothing in this Agreement shall entail an obligation
restricting or limiting in any way the assignment or
reassignment of Electrosource employees within Electrosource,
or Corning employees within the group of companies affiliated
with Corning, including (by way of clarification) the Project
Leader.
4. Confidential Information. (a) Corning and
Electrosource recognize that in order to carry out the intent
of this Agreement and any particular Project Annex, the
exchange of certain commercial and technical information will
be required and that such commercial and technical information
may constitute proprietary information of the party furnishing
the same. "Confidential Information" shall mean all information
received by one party from the other party pursuant to this
Agreement or a Project Annex relating to a Project, whether
furnished in writing or orally or visually. Such information
which is provided in written, encoded, graphic or other
tangible form shall be deemed to be Confidential Information
only if it is clearly so marked as being confidential or
proprietary.
(b) Until the expiration of five (5) years after the
termination or expiration of this Agreement (including by
reason of any early termination), all Confidential Information
(i) shall be maintained in confidence by the receiving party,
(ii) shall not, unless required by law or after prior written
consent of the disclosing party, be disclosed to any third
party, other than directors, employees, representatives, agents
and affiliates of the receiving party, or consultants that are
bound by confidentiality obligations consistent herewith, and
having a reasonable need for access to such information in
order to fulfill such party's obligations under this Agreement,
and (iii) shall be protected with the same degree of care as
the receiving party normally uses in the protection of its own
confidential and proprietary information, but in any event with
no less than reasonable care.
(c) The restrictions herein provided shall not apply with
respect to any Confidential Information which:
(i) is already known by the receiving party at the
time of receipt from the disclosing party as shown
by such party's documents dated prior to such date of
receipt;
(ii) is or becomes a part of the public domain
without breach of this Agreement by the receiving party;
(iii) is obtained by the receiving party from a
third party under conditions permitting its disclosure to
others;
(iv) is independently developed by the receiving
party without reference to any Confidential Information;
or
(v) is disclosed pursuant to valid order or demand
of a court or other governmental body, provided that the
receiving party shall have first given notice to the
disclosing party and been allowed to make an effort to
obtain a protective order or agreement requiring that the
Confidential Information be used only for the governmental
purposes for which the order or demand was issued.
(d) Following the period of confidentiality under this
Section 4, no obligation is assumed by, or is to be implied
against, either receiving party with respect to disclosure of
any Confidential Information received hereunder.
(e) The receiving party shall limit disclosure of
Confidential Information only to those employees of the
receiving party who have a need to know such Confidential
Information.
(f) Prior to receiving Confidential Information, all
employees of the receiving party having access to Confidential
Information shall sign (if they have not already signed
agreements (including labor or employment contracts))
individual confidential information non-disclosure agreements
with their respective employer, agreeing to maintain in
confidence any and all confidential information received as a
result of their
employment. Each party agrees to enforce such confidential
information non-disclosure agreements with respect to the
Confidential Information received from the other party.
5. Intellectual Property Rights in Background Technology.
(a) "Previously Existing Technology" shall mean any and all
knowhow, processes, computer programs, technical data,
prototypes, inventions, discoveries, techniques, improvements,
modifications, technical information and all patents, patent
applications, copyrights, trade secrets and proprietary rights
related thereto that exist prior to the date of any Project
Annex.
(b) Subject to obligations to third parties existing as of
the date of each Project Annex, each party hereby grants to the
other party a nonexclusive, royalty-free, revocable license to
use Previously Existing Technology, but only to the extent
necessary for such other party to perform its obligations
(including performance through additional related parties as a
particular Project Committee may determine) under this
Agreement. The licenses granted under this paragraph shall
automatically terminate at the end of the respective Project
Period for which such license is necessary or, in any case, no
later than the expiration or termination of this Agreement.
6. Project Technology. (a) "Project Technology" shall
mean any and all know-how, processes, computer programs,
technical data, prototypes, inventions, discoveries,
techniques, improvements, modifications, technical information
and all patents, patent applications, copyrights, trade secrets
and proprietary rights related thereto which, in whole or in
part, are conceived by either or both of the parties in
connection with a Project.
(b) Project Technology that is conceived by either party
during the term of this Agreement in the course of work on a
Project shall be owned exclusively and controlled by the party
that conceived such Project Technology. Project Technology
that is jointly conceived by the parties during the term of
this Agreement in the course of work on a Project shall be
jointly owned by the parties and each party shall have the
right to: (i) unilaterally practice such Project Technology in
or outside the field of deep discharge lead-acid batteries (the
"Field) without consideration to, or approval from, the other
party; and (ii) license such party's rights in such Project
Technology (A) without consideration to, or consent from, the
other party if such licensee is not a competitor (and may not
reasonably be considered a potential competitor) of such other
party or (B) with the prior written consent of the other party
if such licensee is a competitor (or may reasonably be
considered a potential competitor) of such other party.
(c) Electrosource may not at any time (except as
specifically provided herein) grant, assign, or transfer any
right, title, or interest in or under Project Technology owned
exclusively by Corning, including any licenses in whole or in
part, directly or indirectly, to any third party without the
prior written consent and approval of Corning.
(d) Corning may not at any time (except as specifically
provided herein) grant, assign, or transfer any right, title,
or interest in or under Project Technology owned exclusively by
Electrosource, including any licenses in whole or in part,
directly or indirectly, within the field of deep discharge lead
acid batteries to any third party without the prior written
consent and approval of Electrosource.
(e) Corning hereby grants to Electrosource a non-
exclusive and royalty free worldwide license in respect of
Project Technology owned exclusively by Corning to make, have
made, use, offer to sell or sell deep discharge lead-acid
batteries. Electrosource hereby grants to Corning a non-
exclusive and royalty free worldwide license in respect of
Project Technology owned exclusively by Electrosource to make,
have made, use, offer to sell or sell products other than deep
discharge lead-acid batteries. Under each such license:
(i) the licensee shall have the right to modify
or enhance the licensed Project Technology, but the
licensor shall receive a royalty free non-exclusive
license to use such modifications or enhancements
conceived during the term of this Agreement;
(ii) the licensee shall have no right to
sublicense the licensed Project Technology; provided,
however, that in the event that either party desired
to license the manufacture of products to
manufacturer(s) located outside of the United States
and such manufacture required the use of Project
Technology owned by the other party, the party owning
such Project Technology would grant to the other
party the right to sublicense such Project Technology
to such foreign licensee(s) solely for the
manufacture outside the United States of such
products to be sold exclusively outside of the United
States, all in exchange for reasonable royalty
payments as shall be negotiated; and
(iii) any and all licensed Project Technology
shall be treated as Confidential Information in
accordance with the terms hereof.
The parties shall enter into a license agreement regarding the
licensed Project Technology including the terms set forth
herein and any other appropriate terms and conditions mutually
agreed upon by the parties. As appropriate, the licensor shall
provide to the licensee technical assistance, on terms and
conditions to be agreed to between the parties, to implement
the use of the licensed Project Technology.
(f) In the event that certain licensed Project Technology
(other than patents and patent applications) shall become part
of the public domain without breach of this Agreement by the
licensee thereof, the licenses referred to in paragraph (e) of
this Section 4 in respect of such Project Technology shall
terminate and each party shall be free to use and apply such
Project Technology without restriction.
(g) In the event that a Project Committee decides to file
a joint patent application in respect of Project Technology,
Corning shall have the right of first refusal to file and
prosecute such patent application for and on behalf of both
parties. In the event that a Project Committee decides not to
file a joint patent application in respect of Project
Technology, the inventing party may initiate and prosecute
application(s) for patent(s) arising in connection with a
Project, in any jurisdiction, and shall have sole ownership and
control in respect of any such applications and patents;
provided, however, that if any inventing party shall fail or
refuse to initiate or prosecute within a reasonable time or
shall discontinue prosecution of the same in any jurisdiction,
the other party may elect to initiate or prosecute the same.
Both parties shall share all expenses incurred in applying for,
prosecuting, and securing joint patents (provided the relevant
Project Committee has approved such expenditures) and both
parties shall be named as and shall be joint and equal owners
thereof. Both parties shall share equally all maintenance and
any other fees and costs relating to the maintenance of such
jointly owned patents.
(h) In the event of any third party infringement of any
patents, copyrights, trade secrets, or registration rights
hereunder which are jointly owned by the parties, both parties
(or either party in the event that the other party elects not
to participate) may elect in its or their discretion to
initiate and conduct appropriate action or legal proceedings;
provided, however, that (i) in the event that both parties
hereto participate in such action or proceedings, any and all
sums recovered as a result of such action or proceedings shall
first be used to reimburse such party or parties costs and
expenses incurred to recover the same, and any sums remaining
or obligations owed thereafter shall be shared equally between
the parties and (ii) in the event that only one party hereto
elects to participate in such action or proceedings, such party
shall bear all costs and expenses associated therewith and
shall retain all sums recovered and shall be solely responsible
for all obligations owed as result of such action or
proceedings.
7. Results of Projects. (a) Each Project Leader shall
cause to be delivered to each member of the relevant Project
Committee prior to each quarterly meeting a technical and
commercial report containing the following:
(i) a complete detailed description of all
activities of the Project undertaken by each party (and by
any third party) during that quarter and results,
including a description of any material technology
developments and any areas in respect of which patent
filings should be considered;
(ii) a report of any material commercial transactions
undertaken in connection with the Project; such report
shall include a report on amounts paid out or approved for
payment by the Project Leader for services performed
during such quarter pursuant to the schedule of
performance or otherwise; amounts due and payable by the
parties as adjustments or otherwise and unpaid; any monies
received and the sources and reasons for such.
(b) Each party shall be required to keep accurate
technical records with respect to all activities undertaken
pursuant to this Agreement (including with respect to third
party contracts). Such records shall be maintained at the site
where the work was done of the respective party. Each party
shall have access to the records of the other party during
normal business hours, from time to time, upon written request
of the other party, but in no event less than quarterly each
year.
(c) Not later than three (3) months after the end of each
Project Period (or from time to time during each Project
Period, if feasible, and subject to any analyses and
assessments by the relevant Project Committee), the parties
shall finalize their analyses and assessments and analyze which
Project Technology can be exploited and utilized to manufacture
products, and the possible markets for such products. During
or at the end of each Project Period the parties shall use
their best efforts to produce or market all of the proprietary
information embodied in the corresponding Project results.
8. Payments. (a) Corning shall receive payment for
participation in any Project on a monthly basis, in the amounts
and on the dates specified in the corresponding Project Annex.
Corning compensation shall be in the form of options
("Options") to purchase Electrosource common stock ("Common
Stock").
(b) All Options shall be issued on the relevant payment
dates as set forth in the respective Project Annexes. Each
Option issued shall bear an exercise price and be deemed for
purposes hereof and thereof to have a value on the issue date
as follows:
Issue Date
Subsequent to On or prior to Exercise Price Value
July 1, 1997 June 30, 1998 $7.125 $2.50
July 1, 1998 June 30, 1999 $8.000 $3.00
July 1, 1999 June 30, 2000 $9.000 $3.50
. (c) On the relevant payment dates as defined in each
Project Annex, Electrosource shall deliver to Corning an
agreement or certificate(s) representing that number of options
set forth in such Project Annex or, if no specific number is
set forth, that number of options calculated by dividing the
U.S. dollar value of the payment then due by the option value
deemed to apply according to the provisions of Section 8(b).
Each such agreement or certificate shall confirm or extend the
applicability to such Options of the representations,
warranties and covenants of the parties made in respect of the
options granted under the Note Purchase Agreement.
(d) Performance hereunder, including the issuance to
Corning of options or the conversion of such options into
Common Stock, shall in no way modify, supersede or prejudice
the rights and obligations of the parties under the Note
Purchase Agreement, the Stock Option Agreement, the 5%
Convertible Note or any agreements related thereto.
9. Registration Rights. In respect of any shares of
Common Stock issued upon conversion of any options issued
hereunder, Corning shall have the registration rights provided
under the provisions of Part 6 of the Note Purchase Agreement,
which provisions are hereby incorporated by reference herein,
provided, however, that (a) in such provisions where there is
reference to a "Note" or the "purchase of" a Note or a similar
reference to a Note, such provision and the construction
thereof shall, for purposes of this Agreement, be interpreted
as applying to the Options granted hereunder and (b) Corning
shall exercise such rights only in combination with the
exercise thereunder in respect of the Notes issued thereunder
or, in the alternative, no more frequently than once during any
twelve (12) month period.
10. Costs. Except as otherwise expressly provided herein or
in a Project Annex, each of Corning and Electrosource shall
perform its respective obligations under this Agreement at its
own costs without charge to the other.
11. Conflict of Law. This Agreement shall be subject to
and governed by the substantive laws of the State of New York
without regard to any conflict of laws principles that would
lead to a different result.
12. Publicity. No public releases or advertisements by
either Corning or Electrosource relating to the subject of this
Agreement shall be made without the agreement of both parties
except to the extent that either party is advised by its
counsel that disclosure of such subject is required by law.
13. Notices. All notices required to be given hereunder
shall be in writing and shall be given by first class mail,
postage prepaid, addressed to the parties as follows:
To Corning: Corning Incorporated
Xxx Xxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxx
cc: Corning Incorporated
Xxx Xxxxxxxxxx Xxxxx Xxxxxxx, XX
00000
Attn.: Corporate Secretary
To Electrosource:
Electrosource, Inc.
0000 Xxxxxxxxxx 00 Xxxxx
Xxx Xxxxxx, XX 00000
Attn.: President
cc: Xxxx Xxx Xxxx
Attorney-at-Law
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Either party shall have the right to change the address to
which notices are to be sent by the giving of not less than ten
(10) days written notice to the other party.
14. Relationship. The relationship of the parties hereto
shall be that of independent contractors and nothing herein
contained shall be deemed to create any relationship of agency,
partnership or joint venturers.
15. Entire Agreement. This Agreement constitutes the
entire agreement between the parties regarding the Projects and
supersedes any and all other prior agreements and
understandings whether written, verbal or implied, relating to
the subject matter hereof. No changes, alterations, or
modifications to this Agreement shall be effective unless in
writing and signed by the parties hereto.
16. Term and Termination. The term of this Agreement
shall commence as of the date hereof and extend through the
date that is the earlier of (i) three years from the date
hereof or (ii) the date on which all amounts payable (hereunder
or otherwise) from Electrosource to Corning shall have been
paid in full and Corning no longer holds any shares of the
common stock of Electrosource or instruments convertible into
such common stock. Notwithstanding the foregoing sentence, this
Agreement may be terminated by either party at any time and may
be extended upon the mutual written consent of the parties.
Upon any termination of this Agreement, the provisions of
Sections 4, 8, 9, 11, 12, 13, 14, 15, 18 and 19 shall survive
as provided therein, or if no date is provided therein then
indefinitely.
17. Other Development Activities. Either party hereto,
subject to its obligations hereunder in connection with the
other party's confidential information, may pursue development
activity not related to deep discharge lead-acid batteries,
with others or independently, provided such activity does not
otherwise violate or materially interfere with a party's
obligations hereunder.
18. Disclaimer. It is understood and agreed that (i)
each party makes no representation or warranty of any kind
(whether express or implied, written or oral, or otherwise) as
to the participation or continued participation by such party
in any Project or the results or success of any Project
undertaken hereunder, and (ii) each party shall not be
responsible or liable in any way for any failure to meet any
levels of expectation or accomplishment with respect to goals
that the parties jointly or severally may consider desirable.
19. Indemnification. Except to the extent caused by the
negligence or willful misconduct of Corning or its affiliates,
directors, employees or agents, Corning shall not be liable for
any third party claims or charges related to or arising out of:
(a) the infringement or alleged infringement of
proprietary rights, including but not limited to any
infringement or alleged infringement of patents, patent
applications, copyrights, mask work rights, or trade
secret or know-how rights, related to the performance of
work in connection with a Project or Projects or the
design, development, manufacture, production,
distribution, sale, use, misuse, handling, storage or
disposal of products or services arising from or related
to a Project or Projects; or
(b) the performance of work in connection with a
Project or Projects or the design, development,
manufacture, production, distribution, sale, use, misuse,
handling, storage or disposal of products or services
arising out of or related to a Project or Projects,
including in any case, but not limited to, any direct,
indirect, special or consequential damages such as the
loss of capital, use, production, profits, or claims of
Electrosource customers.
Electrosource agrees to defend, indemnify and hold harmless
Corning and Corning's affiliates, directors, employees and
agents (the "Indemnified Parties") against all claims, suits,
costs, damages, judgments and or penalties incurred, claimed or
sustained by third parties, whether for infringement, personal
injury, property damage or otherwise, arising out of or related
to the performance of work in connection with a Project or
Projects or the design, development, manufacture, production,
distribution, sale, use, misuse, handling, storage or disposal
of products or services arising from or related to a Project or
Projects.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first above
written.
CORNING INCORPORATED
By __________________________
ELECTROSOURCE, INC.
By __________________________
Annex A
Form of
Project Annex
1. The Project. The definition and goals of the
Project;
the involvement and contributions of the parties; and the
schedule of performance, the milestones and the Project Period
in respect of the Project each shall be as described in
sections ___ through ___ of the Project Proposal attached
hereto as Exhibit 1, which such sections ____ through ___ of
such Project Proposal are hereby incorporated by reference
herein.
2. The Project Committee. The initial Project Committee
members shall be ___________________, who is hereby so
designated by Corning, and _____________________, who is hereby
so designated by Electrosource.
3. Payments. Payments to Corning shall be as follow:
Date Payment Amount
Accepted and agreed this ___ day of __________, ____.
CORNING INCORPORATED ELECTROSOURCE, INC.
By__________________________ By_________________________
Name:_______________________ Name:______________________
Title:______________________ Title:_____________________
Date:_______________________ Date:______________________
