THIS JOINT DEVELOPMENT AGREEMENT (this Agreement or JDA) is entered into as of 01 July 2017 (the Effective Date), by and between SOLID POWER, INC., a with a principal place of business at 500 S. Arthur Ave., Unit 300, Louisville, CO 80027, USA (Solid Power) and BMW OF NORTH AMERICA, LLC, a Delaware limited liability company with a principal place of business at 300 Chestnut Ridge Road, Woodcliff Lake, New Jersey 07677 (BMW).
WHEREAS, Solid Power designs and develops technology in the field of all solid state batteries and solid state electrolytes, in addition to the related fields of electrolyte manufacturing, electrode coatings, electrode assembly, cell formation, cell cycling, and electrolyte composition;
WHEREAS, BMW conducts, supports, and promotes research and development in the field of advanced automotive technologies, including those related to automotive batteries; and
WHEREAS, the objective of this JDA is to [ * * * ]; and
WHEREAS, Solid Power shall develop commonly defined product for use by BMW as defined below. BMW shall commit to participate in the cost of such development and shall commit to a purchase process as further specified below.
Now, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the parties hereby agree as follows:
1. DEFINITIONS. The following capitalized terms shall have the meanings ascribed to them below.
1.1 Affiliate in relation to a Party shall be defined as a company, which is directly or indirectly controlled by that Party, controls that Party, or is under common control with that Party, whereby control means that at least 50% of the shares or voting rights are being held.
1.2 Automotive Charter Customer is [ * * * ].
1.3 Automobile Manufacturer means any person or entity generating, or being member of a group generating or intending to generate, revenues by way of manufacturing and selling complete or substantially complete automobiles, trucks, busses or motorbikes.
1.4 Automotive Product means any product for the integration or use in automobiles, trucks, buses, motorbikes or stationary storage units.
1.5 Background IP shall mean:
(a) any Intellectual Property (and associated Intellectual Property Rights) developed prior to the Effective Date of the JDA; and
(b) Intellectual Property (and associated Intellectual Property Rights) developed, by or for, a party independent of the activities of the JDA.
1.6 BMW means the contracting party BMW of North America LLC.