EX-10.2



 Exhibit 10.2 
 [Execution Copy] 
  

 
 CELL TECHNOLOGY TRANSFER AND
LICENSE AGREEMENT 
 dated as of October 31, 2012 

between 

FUELCELL ENERGY, INC. 
 and 
 POSCO ENERGY CO., LTD. 

Confidential treatment requested as to certain portions of this exhibit marked with an *. Such portions have been redacted and filed separately with the
SEC. 
  
  
  








					
	 I. DEFINITIONS
	  	 	6	  
	 II. LICENSE GRANT
	  	 	14	  
	 2.1 FCE Technology License
	  	 	14	  
	 2.2 Grant of Distribution Rights
	  	 	14	  
	 2.3 POSCO Technology License
	  	 	15	  
	 2.4 (a) License to POSCO Energy Upon Expiration of the Term
	  	 	15	  
	 2.4 (b) License to FCE Upon Expiration of the Term
	  	 	16	  
	 2.5 Use of “FCE” Trademarks
	  	 	16	  
	 2.6 Transfer of Technical Data
	  	 	16	  
	 2.7 Joint Committee(s)
	  	 	17	  
	 2.8 Regular Exchange of Technical Data
	  	 	18	  
	 2.9 New Product Development and Improvements
	  	 	18	  
	 2.10 Joint Development of New Application Technology and New Application Products
	  	 	18	  
	 III. OWNERSHIP OF INTELLECTUAL PROPERTY
	  	 	18	  
	 3.1 Ownership of FCE Technology
	  	 	18	  
	 3.2 Ownership of POSCO Technology
	  	 	18	  
	 3.3 Jointly Developed Technology
	  	 	19	  
	 IV. ROYALTIES
	  	 	19	  
	 4.1 Royalty Payments
	  	 	19	  
	 4.2 No Other Royalties, Payments, Etc
	  	 	20	  
	 4.3 Royalty Report
	  	 	20	  
	 4.4 Royalty Determination Firm
	  	 	21	  
	 V. CUSTOMER RESPONSIBILITY
	  	 	21	  
	 5.1 End User Warranty
	  	 	21	  
	 VI. COVENANTS
	  	 	21	  
	 6.1 POSCO Energy Obligations
	  	 	21	  
	 6.2 FCE Obligations
	  	 	22	  
	 6.3 DOE Approval
	  	 	22	  
	 6.4 Other Third Party Approvals
	  	 	22	  
	 6.5 Notification of Certain Matters
	  	 	22	  
	 6.6 Obligations Relating to FCE Intellectual Property
	  	 	22	  
	 6.7 Obligations Relating to POSOC Technology
	  	 	23	  
	 6.8 DFC Technology
	  	 	23	  
	 VII. REPRESENTATIONS AND WARRANTIES
	  	 	23	  
	 7.1 Representations and Warranties of FCE
	  	 	23	  
	 7.2 Representations and Warranties of POSCO Energy
	  	 	25	  
	 VIII. TERM
	  	 	26	  
	 8.1 Term
	  	 	26	  
	 8.2 Extension
	  	 	26	  
	 8.3 Effectiveness of this Agreement; Effective Date
	  	 	26	  
	 IX. TERMINATION
	  	 	27	  
	 9.1 Termination by Mutual Agreement
	  	 	27	  


  
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	 9.2 FCE Termination by Material Breach of POSCO Energy
	  	 	27	  
	 9.3 POSCO Energy Termination by Material Breach of FCE
	  	 	27	  
	 9.4 Return of FCE Technology
	  	 	28	  
	 9.5 Return of POSCO Technology
	  	 	28	  
	 9.6 Survival
	  	 	29	  
	 X. INDEMNIFICATION
	  	 	29	  
	 10.1 POSCO Energy Obligations
	  	 	29	  
	 10.2 FCE Obligations
	  	 	30	  
	 10.3 Limitation of Damage
	  	 	30	  
	 XI. CONFIDENTIAL INFORMATION
	  	 	31	  
	 11.1 Obligations of the Parties
	  	 	31	  
	 11.2 POSCO Affiliate
	  	 	31	  
	 11.3 FCE and POSCO Energy Obligations
	  	 	31	  
	 11.4 Non-Competition
	  	 	32	  
	 XII. NOTICES
	  	 	32	  
	 XIII. ENTIRE AGREEMENT
	  	 	33	  
	 XIV. APPLICABLE LAW AND ARBITRATION
	  	 	33	  
	 14.1 Governing Law
	  	 	33	  
	 14.2 Efforts to Resolve by Mutual Agreement
	  	 	33	  
	 14.3 ICC Arbitration
	  	 	34	  
	 14.4 Waiver of Jury Trial
	  	 	34	  
	 XV. MISCELLANEOUS
	  	 	34	  
	 15.1 Amendment; Waiver
	  	 	34	  
	 15.2 Severability
	  	 	35	  
	 15.3 Government Information
	  	 	35	  
	 15.4 Independent Contractors
	  	 	35	  
	 15.5 Assignment
	  	 	35	  
	 15.6 No Third Party Beneficiary
	  	 	35	  
	 15.7 Headings
	  	 	35	  
	 15.8 Right to Injunction; Specific Performance
	  	 	36	  
	 15.9 Force Majeure
	  	 	36	  
	 15.10 Counterparts
	  	 	36	  
	 15.11 Bankruptcy Rights
	  	 	36	  
	 XVI. SALES TARGETS
	  	 	37	  

  

			
	Exhibits:	  	
	Exhibit A:	  	CTTP
	Exhibit B:	  	Form of DOE Approval
	Exhibit C:	  	List of FCE Patents
	Exhibit D:	  	Sales Targets


  
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	Schedules:	  	
	Schedule A:	  	POSCO Affiliates
	Schedule B:	  	Countries of Asia Market and Non-Asia Market
	Schedule C:	  	FCE Previously Granted Distribution Rights
	Schedule D:	  	FCE Third Parties under a Confidentiality Agreement
	Schedule E:	  	Roadmap


  
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 THIS CELL TECHNOLOGY TRANSFER AND LICENSE AGREEMENT (this
“Agreement”) is made and entered into this 31st
day of October, 2012, by and between FUELCELL ENERGY, INC., a Delaware corporation having a place of business at 3 Great Pasture Rd., Danbury, CT 06813, U.S.A. (“FCE”) and POSCO ENERGY CO., LTD. (formerly POSCO POWER), a Korean corporation
having a place of business at POSCO Center, 440 Teheran-ro, Gangnam-gu, Seoul 135-777, Korea (“POSCO Energy”). 

RECITALS: 

A. POSCO Energy and FCE are parties to a series of agreements identified as follows (collectively, the “Transaction
Agreements”): 
  

	 	(i)	the Alliance Agreement, dated as of February 7, 2007; 

  

	 	(ii)	the Technology Transfer, Distribution and Licensing Agreement, dated as of February 7, 2007, (the “TTA”); and 


 

	 	(iii)	the Stack Technology Transfer and License Agreement dated as of October 27, 2009 (the “STTA”). 


B. The Parties entered into a Securities Purchase Agreement dated as of April 30, 2012; 

C. The Parties simultaneously herewith, agree and acknowledge that the CTTP (defined below) attached hereto as Exhibit A, shall be
a part of this Agreement. 
 D. FCE has developed technology for the conversion of gaseous methane based fuels into electricity
using Molten Carbonate Fuel Cell (“MCFC”) technology known as the “Direct FuelCell®” (DFC®). 
 F.
FCE wishes to grant a license of FCE Technology (defined below) to POSCO Energy and/or POSCO Affiliates and transfer FCE Technology and provide technical assistance and support to POSCO Energy. POSCO Energy wishes to accept such a license and
receive FCE Technology, technical assistance and support, all in accordance with the terms of this Agreement and other Transaction Agreements (defined above), as applicable. 
 G. FCE shall provide necessary information and supports to POSCO Energy and POSCO Affiliates to have the proper technology, know-how, system and organization related to customer service. 

H. The transfer of technology as described in this Agreement is in addition to the Transaction Agreements, and does not supersede those
separate agreements, which remain in full force and effect. The Previous licenses granted for assembly of DFC Cells into DFC Modules, and integration of DFC Modules with BOP into DFC Plants, shall continue as established by the Transaction
Agreements. During the process of such technology transfer, FCE shall exercise good faith and commercially reasonable efforts for POSCO Energy to understand the design process of DFC Cells using the information to be provided under this Agreement as
well as the information having been provided under the Transaction Agreements. 

  
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 I. POSCO Energy, together with the POSCO Affiliates (defined below), wishes to engage in the
manufacture of fuel cell core components using FCE’s DFC Technology (hereafter “DFC Cells”) pursuant to the terms and conditions of this Agreement and to the technical plans in the CTTP and other attachments to this Agreement, and to
continue in the commercialization of the DFC technologies in the Asia Market (defined below). 
 J. POSCO Energy wishes to grant
a license of the POSCO Technology (defined below) to FCE for the purpose of allowing FCE to further improve and modify the DFC Cell technologies developed by FCE, in accordance with the terms of this Agreement and the other Transaction Agreements,
as applicable. 
 K. The Parties acknowledge that DFC Cell manufacturing in Korea (defined below) under the license granted
herein by FCE may achieve, among other things, cost reduction, product improvement, lead time improvement and service quality improvement. It is thus intended that POSCO Energy will engage, directly or indirectly through one or more POSCO Affiliates
or independent third parties, in DFC Cell manufacturing in Korea on terms and conditions set forth herein. 
 NOW, THEREFORE, in
consideration of the foregoing and the terms and conditions set forth below and intending to be legally bound, the parties agree as follows: 
 I. DEFINITIONS 
 As used in this Agreement, the following terms shall have
the following respective meanings which are intended to define the scope of this Agreement: 
 “Actual Losses”
means all actual losses, costs, payments, and expenses arising out of or relating to a material breach of any representation or warranty or material failure to perform any obligation or undertaking to be performed under this Agreement. 

“Additional Term” shall have the meaning set forth in Section 8.2. 

“Applicable Laws” shall mean all applicable laws, treaties, ordinances, judgments, decrees, injunctions, writs, orders,
rules, regulations, interpretations and permits of any Governmental Authority. 
 “Asia Market” shall mean
those countries listed on Schedule B(I) hereunder. 
 “Balance of Plant” or “BOP” shall
mean all subsystems for operation and generation of electrical power by DFCs in one or more stacks and including, but not limited to, fuel pre-treatment boilers, water recovery, fuel exhaust burner, inverter, control system, utility interface and
start-up and stand-by equipment. For the avoidance of doubt, BOP shall mean all components of the DFC Power Plant other than the Fuel Cell Stack Module. 

  
 6 








 “Cell Technology Transfer and License Agreement” shall mean this Agreement.

 “Cell Technology Transfer Program” or “CTTP” shall mean that certain document containing
the detailed terms and schedules relating to the transfer by FCE of FCE Technology, including the scope of assistance and support provided, to POSCO Energy and POSCO Affiliates, as applicable, it being understood and agreed that, the CTTP shall be a
part of this Agreement, as Exhibit A attached hereto. 
 “Dispute” shall have the meaning set forth in
Section 14.2. 
 “DFC” shall mean FCE’s proprietary Direct FuelCell MCFC Technology, which includes,
without limitation, any MCFC know-how and technology owned or controlled by FCE or any affiliate thereof. 
 “DFC
Cells” shall have the same meaning as Repeating Components or RC as defined hereunder. 
 “DFC
Components” means a quantity of Repeating Components (RC), Non-Repeating Components (NRC) and Module Components from which a complete Fuel Cell Stack Module may be assembled. 

“DFC Module Kit” shall mean a set of components comprised of Module Components, NRC, and RC, which are manufactured
wholly by FCE, in sufficient quantity for the subsequent assembly and conditioning by POSCO Energy of a complete Fuel Cell Stack Module. 
 “DFC Power Plant” shall mean the MCFC power plant comprising the Fuel Cell Stack Module and the BOP, and shall specifically exclude items of equipment such as foundations, structures,
enclosures, transmission/distribution lines and interconnections, fuel lines, fuel preparation and clean-up equipment water drainage/removal, computer hardware and software and any other items related to the foregoing. 

“DOE Approval” shall mean the necessary consent or approval from the U.S. Department of Energy, in form substantially
similar to the form of DOE Approval set forth in Exhibit B attached hereto. 
 “Duplicate Royalties”
shall have the meaning set forth in Section 4.1(c). 
 “Effective Date” shall mean the date upon which all
the conditions set forth in Section 8.3 have been satisfied or waived by POSCO Energy. 
 “FCE Affiliates”
shall mean those entities controlled by, or under common control with FCE as set forth in Schedule A. 
 “Fuel
Cell Stack” shall be comprised of RC and NRC as defined herein below. 

  
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 “Fuel Cell Stack Module” shall mean the Module Components and the Fuel Cell
Stack. 
 “Fuel Cell Component Assembly” shall mean a single complete fuel cell package assembled from RC.

 “FCE Product Line” shall mean the Repeating Components, DFC Cells, Fuel Cell Component Assembly,
Non-Repeating Components, Fuel Cell Stack, Module Components, Fuel Cell Stack Module, DFC Module Kit, DFC, DFC Components, MCFC, DFC Products, FCE Products, DFC Power Plant, and the Balance of Plant. 

“FCE Products” shall mean DFC Power Plants which include, without limitation, currently designated DFC300, DFC1500 and
DFC3000, respectively, and any product that is a modification or improvement of DFC300, DFC1500 and DFC3000, regardless of how designated by FCE, which are made available, or in the future may be made available, for commercial use or sale by FCE
during the Term. 
 “FCE Know-How” shall mean all technical information, know-how, inventions (whether patented
or not), trade secrets, version-up histories, and other technical, engineering and design information and data, as and when it becomes available, related to (a) the FCE Product Line, (b) the manufacture of FCE Product Line, and
(c) access to and use thereof, including, without limitation, technical information, know-how, inventions (whether patented or not), and other technical, engineering and design information and data, detailed drawings, and bills of material. FCE
Know-How shall, without limitation, include: 
  

	 	(i)	the technology and know-how to manufacture RC, including but not limited to raw materials, anode, cathode, matrix, flow corrugation, bipolar plate, electrolyte,
reforming unit, unitization/assembly of cell packages;

  

	 	(ii)	the technology and know-how relating to RC Manufacturing Facilities, and RC Assessment, RC Repair, and RC Production Management, Work Progress Management, Quality
Control, and RC Quality Assurance, Inspection and Testing Protocols, and RC Design, Stack Design and Diagnosis, as defined hereunder; 

  

	 	(iii)	any improvements and/or derivations of the FCE Product Line, which, for the avoidance of doubt, includes any portion of the New Applications Technology that constitutes
improvements and/or derivations to the DFC Cells; 

  

	 	(iv)	all technical information, know-how and other technical, engineering and design information and data, as available and/or currently used by FCE, including all
information and know-how provided by third parties to FCE except as subject to appropriate confidentiality agreements, related to RC, NRC and Fuel Cell Stack Module of New Application Technology; 


 

	 	(v)	the New Technology; 


  
 8 









	 	(vi)	all technical information, know-how and other technical, engineering and design information and data, as available and/or currently used by FCE, including all
information and know-how provided by third parties to FCE except as subject to appropriate confidentiality agreements, related to RC manufacturing facility, including but not limited to design, operation control, management, maintenance, repair, and
tooling; 

  

	 	(vii)	all technical information, know-how and other technical, engineering and design information and data, as available and/or currently used by FCE, including all
information and know-how provided by third parties to FCE except as subject to appropriate confidentiality agreements, related to RC manufacturing production and work process management, including but not limited to process and quality control,
process and production management, scheduling, safety management, problem tracking, root cause analysis, and improvement; 

  

	 	(viii)	all technical information, know-how and other technical, engineering and design information and data, as available and/or currently used by FCE, including all
information and know-how provided by third parties to FCE except as subject to appropriate confidentiality agreements, related to RC quality management, including but not limited to quality control methodology, quality control chart, quality
assurance, supplier quality management, critical to quality, critical to process, critical to factor, and failure mode and effect analysis; 

  

	 	(ix)	all technical information, know-how and other technical, engineering and design information and data, as available and/or currently used by FCE, including all
information and know-how provided by third parties to FCE except as subject to appropriate confidentiality agreements, related to the RC materials, parts, and components; the RC design, manufacturing, Assessment, Repairing and Quality Improvement;
the Stack and/or Stack Module design, control and assessment. For the avoidance of doubt, the Stack and/or Stack Module design shall include, but not be limited to the design of a new DFC stack module when changes in the power output, the number of
cells/stack, the number of stacks/module, and/or layout/configuration of the present stack (module) are required, 

  

	 	(x)	all technical information, know-how and other technical, engineering and design information and data, as available and/or currently used by FCE, including all
information and know-how provided by third parties to FCE except as subject to appropriate confidentiality agreements, related to the Stack and/or Stack Module service including but not limited to the Stack and/or Stack Module control and operation;
monitoring, evaluation, diagnosis, post analysis, root cause analysis, improvement, proposing corrective actions; repair, maintenance; tooling, spare part planning, warehousing; repair facility design and operation; disposal, recycling and
reclaiming; 


  
 9 









	 	(xi)	All technical information, know-how and other technical, engineering and design information and data related to the evaluation and assessment including but not limited
to the standard procedure, technology, equipment, facilities and methodologies for RC, NRC, single cell, sub-scale Stack, short Stack, full Stack, and Stack Module; and 


 

	 	(xii)	All technical information, know-how and other technical, engineering and design information and data, as available and/or when it becomes available, which were not
fully transferred under STTP due to the limitation of access to RC related technology or information. 

 It is
further understood and agreed that FCE Know-How shall not include SOFC; or information and data which is subject to restriction on disclosure by a third party as set forth in Schedule D, provided, however, that FCE shall exercise commercially
reasonable good faith efforts to obtain the consent needed to make such information available to POSCO Energy. Regardless of the disclosure of the information by a third party as set forth in Schedule D, POSCO Energy shall have a right to
contact and purchase necessary goods directly from a third party without prior consent of FCE provided that such contact and purchase is in conformance with the procedures relating to supply chain contained in the CTTP Section C. It is further
understood, for purposes of Section 2.1, that FCE Know-How shall not include the New Application Technology except for that which is set forth in subsection (iii) and (iv) of this definition. The detailed contents of FCE Know-How and
the specific methods of technology transfer will be reflected in the CTTP. 
 “FCE Patents” shall mean the
letters, patents, and any applications for letters patent which have a “Convention Date” under the International Convention for the Protection of Industrial Property prior to the earlier of the expiration or termination date of this
Agreement and which are owned or acquired by FCE or in which FCE has or acquires a licensable interest (including without limitation any U.S. or non-U.S. patents and patent applications that are counterparts thereof, and/or any divisions,
continuations, continuations-in-part or reissues, reexaminations, renewals, substitutions, extensions, supplementary protection certificates in respect thereof) and which relate to the technology being licensed hereunder to POSCO Energy as listed in
Exhibit C attached hereto. 
 “FCE Technology” shall mean FCE Patents and FCE Know-How. 

“Force Majeure” shall mean unforeseen circumstances beyond the reasonable control and without the fault or negligence of
either Party and which such Party is unable to prevent or provide against by the exercise of reasonable diligence including, but not limited to, acts of God, any acts or omissions of any civil or military authority, earthquakes, strikes or other
labor disturbances, wars (declared or undeclared), terrorist and similar criminal acts, epidemics, civil unrest and riots. 

“Governmental Authority” shall mean any supranational, national, federal, state, municipal or local government or
quasi-governmental or regulatory authority (including a national securities exchange or other self-regulatory body), agency, court, commission or other similar entity, domestic or foreign. 

  
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 “Governmental Order” shall mean any order, writ, judgment, injunction,
decree, stipulation, determination or award entered by or with any Governmental Authority. 
 “Initial Term”
shall have the meaning set forth in Section 8.1. 
 “Joint Diagnosis Committee” shall mean a committee to
be formed by the Parties as set forth in Section 2.7 below. 
 “Korea” shall mean Republic of Korea.

 “Korean Company” shall include any corporation, company or entity established under the laws of the Korea,
including any Subsidiary thereof, wherever located or established, other than POSCO Energy and POSCO Affiliates. 

“MCFC” shall mean molten carbonate fuel cell. 
 “Module Components” shall mean parts and component of the Fuel Cell Stack Module other than Fuel Cell Stack, necessary to assemble a Fuel Cell Stack Module, including but not limited to
the catalytic oxidizer, mixer/eductor, stack enclosure vessel, enclosure insulation, flex hoses and instrumentation tubing. 

“New Technology” shall mean innovations made by FCE during the Term using molten carbonates as electrolyte and resulting
in increases to the rated power output, efficiency, and/or stack life as set forth in the roadmap attached hereto in Schedule E (hereafter the “Roadmap”), and any other improvements to rated power output, efficiency, and/or stack
life which are not presently included on the Roadmap but which are made by FCE during the Term; it being acknowledged and understood by the Parties that the Roadmap represents FCE’s plans as of the Effective Date, the fulfillment of which shall
be subject to available funding, facilities, equipment, and personnel, and to technical achievements which may be beyond the reasonable control of FCE and, further, that failure to achieve the results indicated in the Roadmap shall in no way
diminish or reduce FCE’s rights to the privileges outlined in this Agreement, including compensation; and any other improvements and innovations which result in cost savings and/or cost reductions in the FCE Product Line. 

“New Application Products” shall mean, as currently designated by FCE, the DFC/T®, the DFC/H2®, the
DFC-ERG®, products related to the building application (as described in the Joint Development Agreement dated November 23, 2010), the maritime shipping application, and any modifications and derivations in whole or in part thereof,
regardless of designation and future products developed by FCE without the participation of POSCO Energy. 
 “New
Application Technology” shall mean all technical information, know-how, inventions (whether patented or not) or trade secrets, which relate to the New Application Products. 

  
 11 









 “Non-Asia Market” shall mean those countries listed on Schedule
B(II) hereunder. 
 “Non-Repeating Components” or “NRC” means parts and components
necessary for the assembly of the Fuel Cell Stack other than RC, including but not limited to supporting hardware, manifolds, instrumentation, assembly and compression hardware. 

“Party” shall mean FCE or POSCO Energy, or when used in the plural, FCE and POSCO Energy. 

“Person” shall mean any natural person, firm, partnership, association, corporation, company, joint venture, trust,
business trust, Governmental Authority or other entity. 
 “POSCO Affiliate” shall mean each of those entities
controlled by, or under common control with, POSCO Energy, which may receive all or part of the FCE Technology in connection with this Agreement, and which are listed in Schedule A, it being understood and agreed that additional entities may
be added as mutually agreed by the Parties. 
 “POSCO Cells” shall mean Fuel Cell Component Assemblies
manufactured by POSCO under license from FCE. 
 “POSCO Modules” shall mean Fuel Cell Stack Modules
manufactured by POSCO under license from FCE. 
 “POSCO Cells Net Sales” shall mean the revenues generated from
the sales by POSCO Energy or POSCO Affiliate of the POSCO Modules; less the POSCO Cells Net Sales Adjustments, all determined in accordance with Section 4.1(c) below. 
 “POSCO Cells Net Sales Adjustments” shall include (a) any Duplicate Royalties amount, and (b) any costs or expenses incurred for DFC Components, DFC Module Kits, or any
components or parts for the POSCO Cells, purchased by POSCO Energy and/or any POSCO Affiliate from FCE. 
 Further, sales and
purchases, by and between POSCO Energy and any POSCO Affiliate to effect the sales of POSCO Cells to customers shall be excluded from the revenues to be counted for the purpose of POSCO Cells Net Sales only to the extent such POSCO Cells are not put
into use or operation by such POSCO Affiliate. If such POSCO Cells are subsequently resold to third parties, such subsequent sale to the third party shall be included for the revenues to be counted for the purpose of POSCO Cells Net Sales.

 “POSCO Parts” shall mean any parts or components of POSCO Products. 

“POSCO Products” shall mean any products that are manufactured by POSCO Energy, regardless of designation, which are the
same as, or a modification or derivation in whole or in part of FCE Products. 

  
 12 









 “POSCO Technology” shall mean all inventions, know-how, trade secrets, data
or information arising, during the Term, by POSCO Energy and POSCO Affiliates and (i) by any employee of POSCO Energy or POSCO Affiliate or (ii) by POSCO Energy or POSCO Affiliate vendors, subcontractors, consultants or suppliers (but only
to the extent that POSCO Energy or POSCO Affiliate has obtained rights thereto), derived from or based on the FCE Technology, including, without limitation, technical information, know-how, inventions (whether patented or not), trade secrets, and
other technical, engineering and design information and data, detailed drawings, bill of material, system analytical models, system operating software, manufacturing plant data, vendor qualification and selection procedures, and quality assurance
procedures. 
 It is further understood and agreed that POSCO Technology shall not include information and data which is subject
to restriction on disclosure by a third party, provided, however, that POSCO Energy shall exercise commercially reasonable good faith efforts to obtain the consent needed to make such information available to FCE. 

“Repeating Components” or “RC” shall consist of discrete fuel cell packages composed of active fuel
cell components, which include but are not limited to anodes, cathodes, current collector plates, and matrices. 

“Royalty Determination Firm” shall have the meaning set forth in Section 4.4. 

“SOFC” shall mean solid oxide fuel cell. 
 “Subsidiary” shall mean, with respect to any Person (for the purposes of this definition, the “parent”), any other Person (other than a natural person), whether incorporated or
unincorporated, of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly
owned by the parent or by one or more of its respective Subsidiaries or by the parent and any one or more of its respective Subsidiaries. 
 “Term” shall have the meaning set forth in Section 8.2. 

“Transaction Agreements” shall have the meaning set forth in the Recitals. 

“Upfront Payment” shall have the meaning set forth in Section 4.1(a). 

To the extent such terms are defined by reference to the other Transaction Agreements, for purposes hereof, such terms shall continue to have their
original definitions notwithstanding any termination, expiration or amendment of such agreements except to the extent the Parties hereto agree to the contrary herein. 

  
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 II. LICENSE GRANT 

2.1 FCE Technology License. 
 (a) During the Term, and subject to the terms of this Agreement, FCE hereby grants to POSCO Energy and POSCO Affiliates, subject to FCE’s prior separate approval for each POSCO Affiliate, an
exclusive right and license to make, have made, use and sell the POSCO Parts, POSCO Products, POSCO Modules, POSCO Cells and POSCO Modules (incorporating POSCO Cells) incorporating the FCE Technology, including without limitation, the right to
construct, assemble, manufacture, import and export, maintain, service and/or repair POSCO Parts, POSCO Products, POSCO Modules, POSCO Cells, POSCO Modules (incorporating POSCO Cells) and manufacturing facilities thereof in the Asia Market as set
forth in Schedule B(I). 
 (b) The rights and licenses granted to POSCO Affiliates hereby are subject to the execution by
POSCO Affiliates of confidentiality agreements substantially similar to the terms and conditions set forth in Article XI of this Agreement. 
 (c) At the request of POSCO Energy, and upon consent by FCE, FCE may designate any POSCO Affiliate indicated by POSCO Energy as an additional licensee under this Agreement, subject to POSCO Energy
providing reasonable business justification and rationale for its request to designate the named POSCO Affiliate and such POSCO Affiliate shall provide its written concurrence that this Agreement shall govern the POSCO Affiliates’ duties,
responsibilities and performance as a licensee hereof. 
 (d) Manufacturing pursuant to the license granted hereunder in the
Asia Market outside Korea, shall require the development of business plans, quality procedures and provisions for the protection of intellectual property. The parties shall mutually agree to such plans, procedures and provisions. However,
manufacturing of Balance of Plant in the Asian Market outside of Korea shall require FCE’s prior review of plans, procedures and provisions, but not consent. 
 2.2 Grant of Distribution Rights. 
 (a) During the Term, and subject to the
terms of this Agreement and U.S. export law, FCE hereby grants to POSCO Energy and POSCO Affiliate, as applicable, an exclusive right to distribute, sell, import, export, install, commission, service and/or repair POSCO Cells, POSCO Modules
(incorporating POSCO Cells), POSCO Modules, POSCO Products, FCE Product Line and/or other products incorporating FCE Technology, in the Asia Market. 
 (b) During the Term, and subject to the terms of this Agreement and U.S. export law, FCE hereby grants to POSCO Energy and POSCO Affiliate, as applicable, a non-exclusive right to distribute, sell,
import, export, install, commission, service and/or repair POSCO Cells, POSCO Modules (incorporating POSCO Cells), POSCO Modules, POSCO Products, FCE Product Line and/or other products incorporating FCE Technology in the Non-Asia Market as set forth
in Schedule B(II). 

  
 14 









 (c) During the Term of this Agreement and provided this Agreement remains valid and in good
standing, and subject to compliance with U.S. export law, FCE shall not directly or indirectly (i) in any way extend the term of any distribution rights granted to any third parties prior to the date hereof upon expiration or termination
thereof; or (ii) distribute, make, sell, maintain, export/import, service and/or repair the FCE Product Line, the New Application Products or any products incorporating the FCE Technology or the New Application Technology to: (x) any
Person in the Asia Market, other than POSCO Energy or the POSCO Affiliate, or (y) any Person which, in its reasonable judgment after due inquiry, may have an intention to distribute, make, sell, maintain, export/import, service and/or repair
the FCE Product Line, the New Application Products or any products incorporating the FCE Technology or the New Application Technology in the Asia Market. 
 (d) A list of all distribution rights granted by FCE prior to the date hereof is set forth in Schedule C attached hereto. 
 (e) For the avoidance of doubt, the rights under this Section 2.2 includes products incorporating the licensed technology under the Transaction Agreements. 

2.3 POSCO Technology License. During the Term, and subject to the terms of this Agreement, POSCO Energy hereby
grants to FCE and FCE Affiliate(s) a non-exclusive, non-assignable, non-sublicensable and paid-up license to use, manufacture, have manufactured and sell FCE Products that incorporate POSCO Technology provided, however, that for application in the
Asia Market and the Non-Asia Market, (i) FCE and FCE Affiliate(s) shall agree with POSCO Energy regarding further non-competition agreement following the execution of this Agreement and (ii) POSCO Energy’s prior written consent shall
be required before they take any actions allowed hereby. Notwithstanding the foregoing, the Parties agree that FCE may sub-license the POSCO Technology to a third party for the sole purpose of further developing and improving the FCE Technology,
with prior written consent of POSCO Energy, provided that any such development or improvement shall be transferred to POSCO Energy and that the third party shall not use or commercialize the POSCO Technology, without the prior written consent
of POSCO Energy, which consent shall be given at POSCO Energy’s sole discretion. 
 The Parties agree that any sub-licensed
rights granted by FCE to third parties are subject to the execution by such third parties of confidentiality agreements substantially similar to the terms and conditions set forth in Article XI of this Agreement. 

2.4 (a) License to POSCO Energy Upon Expiration of the Term. Upon expiration of the Term, FCE hereby agrees to
continue and extend the grant and license to POSCO Energy of all rights set forth under Sections 2.1 and 2.2 of this Agreement, subject to the payment by POSCO Energy to FCE of royalties to be mutually determined by the Parties upon such expiration
through commercially reasonable good faith efforts; provided, that in the absence of an agreed royalty determination within the sixty (60) day period immediately following the initial request by either Party to determine the royalties,
the Parties will submit to binding determination in accordance with Section 4.4. Such determination shall take into account any compensation owed by FCE to third parties. 

  
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 (b) License to FCE Upon Expiration of the Term. Upon expiration of the Term, POSCO
Energy hereby agrees to continue granting to FCE on a non-exclusive basis all rights set forth under Section 2.3 of this Agreement, subject to the payment by FCE to POSCO Energy of royalties to be mutually determined by the Parties upon such
expiration through commercially reasonable good faith efforts, taking into consideration the contribution of each Party to the POSCO Technology; provided, that in the absence of an agreed royalty determination within the sixty (60) day
period immediately following the initial request by either Party to determine the royalties, the Parties will submit to binding determination in accordance with Section 4.4, provided that any sublicensing or resale to any Korean Company by FCE
shall be subject to POSCO Energy’s consent in its sole discretion. 
 2.5 Use of “FCE”
Trademarks. During the Term, FCE grants POSCO Energy the right to use “FCE” marks, in connection with the labeling, advertising or sale of POSCO Cells and/or POSCO Modules (incorporating POSCO Cells), that POSCO Cells and/or POSCO
Modules (incorporating POSCO Cells) made by POSCO Energy are “manufactured under license of FUELCELL ENERGY, INC., U.S.A.”, or any other similar statement, to the extent that such is, in fact, the case. In addition, FCE hereby grants to
POSCO Energy a non-exclusive fully paid-up license and right to use, consistent with the terms of this Agreement, any and all trademarks and trade names owned by FCE and subject to appropriate provisions concerning protection of trademarks and trade
names, including quality control. 
 2.6 Transfer of Technical Data. FCE hereby agrees to provide POSCO
Energy, upon completion of payment obligations described in Section 4.1(a)(i) hereunder, technical data and other information existing in documented form as of the Effective Date, relating to the FCE Technology in accordance with the terms of
the CTTP. FCE hereby agrees that it will supply or cause to be supplied to POSCO Energy and POSCO Affiliates, as applicable, free of any charges, except as indicated in the CTTP, full up-to-date information, to the extent available in documented
form of FCE Technology in a form (e.g., drawings, standard operating procedures, blueprints, written memoranda, training of employees or personal consultation, upon FCE’s prior consent, participation of POSCO Energy’s
technologist/engineers in the projects currently conducted by FCE, and/or projects jointly conducted by technologists/engineers of both companies) or other visual forms in a commercially reasonable manner and form that will satisfactorily and
expeditiously accomplish the transfer of FCE Technology to POSCO Energy. FCE will supply all such information in a reasonably usable and understandable form and in the English language using U.S. Customary Units of Measure. FCE further agrees that
POSCO Energy may reasonably request information or explanations from FCE relating to the FCE Technology being transferred herein. Upon such reasonable request, FCE will supply or cause to be supplied to POSCO Energy and POSCO Affiliates, as
applicable, such information or explanations which will be in a reasonably understandable form and included in the transactions contemplated hereby. POSCO Energy may transfer to POSCO Affiliates the technical data described in this Section, for the
purpose, and subject to limitations, set forth in Section 2.1(c). 

  
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 2.7 Joint Committee(s). The Parties shall form one or more joint
committee(s) consisting of at least two members selected from time to time by each of FCE and POSCO Energy, for the purposes of developing, as described in detail in the CTTP (“Joint Committee(s)”): (i) an integrated Global
Supply Chain strategy in support of collective business growth and both companies’ DFC Cell Manufacturing Operations, following the framework and procedures contained in the CTTP, as indicated in Section 2.7 (a) below (hereafter the
“Integrated Global Supply Chain Plan”), (ii) a plan for executing the FCE Know-How technology transfer in accordance to the CTTP (hereinafter the “CTTP Transfer Plan”), (iii) a plan for the construction, equipment
procurement, facilitization, troubleshooting, shakedown and initial operation of a facility for the manufacture of DFC Cells in Korea pursuant to the terms of this Agreement (the “Facility Construction Plan”), (iv) a plan for stack
monitoring, diagnosis, and repairing for abnormal status and failure, and for organizing Joint Diagnosis Committee for DFC Power Plants. 
  

	 	(a)	The Integrated Global Supply Chain Plan shall include, but not be limited to, a mutually agreed plan to: (i) reduce RC material supply risk; (ii) ensure long
term security of supply for both companies; (iii) avoid short term supply disruptions; (iv) lower direct and indirect costs; (v) improve direct material quality; (vi) reduce inventory and lead times; (vii) leverage both
companies’ overall strengths to optimize the value chain; and (viii) ensure compliance with third party confidentiality agreements; and (ix) localize NRC components including FCE BUY (category III) based on NRC Localization Joint Plan
dated April 24, 2012. 

  

	 	(b)	The CTTP Transfer Plan shall include, but not be limited to the plans to: (i) draft and finalize the initial CTTP draft to be completed by the Effective Date
of this Agreement, (ii) monitor the transfer progress in view of the CTTP as jointly deemed necessary, (iii) modify or update the CTTP, and (iv) assist and function as the communication channel between the Parties.


  

	 	(c)	The Facility Construction Plan shall include, but not be limited to, the plans to construct, procure equipment for, install equipment into, initially operate,
troubleshoot and shakedown the facility for the manufacture of DFC Cells in Korea, including detailed roles and responsibilities for each Party.

  

	 	(d)	The Stack Diagnosis Plan shall include, but is not limited to: (i) making the standard diagnosis and repair methodology in the event of DFC stack module failure.
Joint Committee shall monitor and diagnose the DFC stack module condition, life and failure, execute root cause analysis, and propose corrective actions, (ii) developing product quality improvement program. 


  
 17 










	 	(e)	The Fuel Cell Stack technology transfer shall include, but is not limited to transfer of FCE Know-How related to: (i) stack design technology, (ii) design of
new DFC stack modules, without limitation, when changes in the power output, the number of cells/stack, the number of stacks/module, and/or layout/configuration of the present stack (module) are required. 


2.8 Regular Exchange of Technical Data. During the Term, the Parties shall exchange on a regular basis certain
reasonably available technical data in connection with the performance of this Agreement, in accordance with the terms of the CTTP. 
 2.9 New Product Development and Improvements. FCE acknowledges that POSCO Energy will be making efforts to develop new products and improve the FCE Technology and agrees to provide POSCO Energy
with technical and related information reasonably necessary and to the extent reasonably available to FCE for such new product development and improvement efforts in accordance with the requirements of Section 2.6. For the avoidance of doubt,
any new products, developments and improvements described in this Section 2.9 shall not be regarded as Jointly Developed Technology and shall be POSCO Technology, if solely developed by POSCO Energy. 

2.10 Joint Development of New Application Technology and New Application Products. For the development of the New
Application Technology or efforts to commercialize any New Application Technology or New Application Products, the Parties recognize the need of a separate joint development agreement. POSCO Energy shall have the right of first offer and to
exclusively negotiate with FCE as to any joint development agreement of the New Application Technology or New Application Products for the Asia Market. The Parties shall negotiate in good faith and use their commercially best efforts to enter into
joint development agreements with respect to the New Application Products and the New Application Technology as justified by market demands. 
 III. OWNERSHIP OF INTELLECTUAL PROPERTY 
 3.1 Ownership
of FCE Technology. POSCO Energy acknowledges that all FCE Technology in and relating to the FCE Products, whether developed by or for FCE prior to or after the Effective Date of this Agreement, is and shall remain the property of FCE or its
third party licensors. 
 3.2 Ownership of POSCO Technology. All inventions, know-how, trade secrets, data
or information made, invented, conceived, created or otherwise developed by POSCO Energy and POSCO Affiliates, as applicable, and their employees, derived or resulting from the FCE Technology shall be considered POSCO Technology and shall be the
sole property of POSCO Energy or POSCO Affiliates, as applicable. For the avoidance of doubt, it is understood and agreed that nothing contained herein shall convey ownership to POSCO of any FCE Technology from which such POSCO Technology is
derived. 

  
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 3.3 Jointly Developed Technology. All inventions, know-how,
trade secrets, data or information which result from joint development by the Parties (“Jointly Developed Technology”) shall be jointly owned by the Parties and shall be subject to separate joint development agreements negotiated by the
Parties. The Parties hereby agree to cooperate in good faith in the filing of any and all patent applications in all jurisdictions. 
 IV. ROYALTIES 
 4.1 Royalty Payments. 

In consideration of the license and rights granted herein by FCE to POSCO Energy, POSCO Energy agrees to pay to FCE the following payments
upon satisfaction or waiver of the conditions set forth in Section 8.3 and subject to Parties’ fulfillment of their obligations as further set forth in in this Agreement including but not limited to CTTP: 

(a) License payments: 
  

	 	i.	A payment in the amount of USD $10 million (the “Upfront Payment”) shall be paid by POSCO Energy and received by FCE on or before Effective Date but no later
than October 31, 2012. 

  

	 	ii.	 A payment in the amount of USD $2 million shall be paid by POSCO Energy and received by FCE upon Parties’ completion of CTTP Milestone 1 (as
defined in CTTP Appendix A) but no later than December 31, 2013 (“1st Milestone Payment”). 


  

	 	iii.	 A payment in the amount of USD $2 million shall be paid by POSCO Energy and received by FCE upon Parties’ completion of CTTP Milestone 2 (as
defined in CTTP Appendix A) but no later than June 30, 2014 (“2nd Milestone Payment”). 


  

	 	iv.	 A payment in the amount of USD $2 million shall be paid by POSCO Energy and received by FCE upon Parties’ completion of CTTP Milestone 3 (as
defined in CTTP) but no later than December 31, 2014 (“3rd Milestone Payment”). 


  

	 	v.	 A payment in the amount of USD $2 million shall be paid by POSCO Energy and received by FCE upon Parties’ completion of CTTP Milestone 4 (as
defined in CTTP) but no later than June 30, 2015 (“4th Milestone Payment”). 


 (b) Running Royalty. A
running royalty in the amount of three percent (3%) of POSCO Cells Net Sales shall be paid by POSCO Energy in U.S. dollars. The royalty payment shall be paid quarterly and within forty-five (45) calendar days of the end of each calendar
quarter. 

  
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 (c) Notwithstanding anything to the contrary, the Parties agree that there shall not be any
duplicate royalties counting for any single transaction by calculating royalties under the previous TTA, STTA and this Agreement (“Duplicate Royalties”). Any royalty calculation resulting from the POSCO Cells Net Sales under this Agreement
shall take into account the calculation of the royalties resulting from the Net Sales of DFC Power Plants, POSCO Modules, POSCO Products and/or POSCO Parts under the TTA and STTA. To the extent there are any Duplicate Royalties, such amount shall
count towards the POSCO Cells Net Sales Adjustment. 
 (d) The Parties acknowledge that although the royalty set forth above in
Section 4.1(b) shall be applicable, it may be difficult to ascertain the royalties in certain transactions. Such transactions may include, but are not limited to, transactions in which the POSCO Cells are leased, loaned, bartered or exchanged
for goods or services, transferred to a third party or any entity affiliated or closely associated with POSCO Energy at a price other than market price or on terms other than in an arm’s length, or otherwise put into use by POSCO Energy or
POSCO Affiliates. POSCO Energy agrees to notify FCE within fifteen (15) business days after entering into such arrangements, and the Parties shall subsequently use commercially reasonable good faith efforts to establish guidelines for
determining the royalties for such transactions within sixty (60) days from the date such notice is received, taking into consideration the principles of the Korean GAAP and U.S. GAAP and incorporating the principles of best accounting
practices. If the Parties fail to reach agreement, the Parties agree to abide by the procedures set forth in Section 4.4. 

(e) In case there arises a Dispute as to either Party’s obligations set forth in this Agreement, including but not limited to, CTTP,
but only in the case where such disputes arise due to the fault of FCE, POSCO Energy may withhold some portion of any disputed amounts under Section 4.1 (a)(ii),(iii),(iv), and (v) the Parties shall engage in their best efforts to resolve
such Dispute in due course as set forth in Section 14. 
 4.2 No Other Royalties,
Payments, Etc. The Parties acknowledge and agree that, other than the Upfront Payment, 1st Milestone Payment, 2nd Milestone Payment, 3rd Milestone Payment and 4th Milestone Payment and the running royalty as set forth in Section 4.1(b), and certain expenses to be reimbursed pursuant to the CTTP, POSCO Energy or any POSCO Affiliates shall not be liable for any
fees, royalties, expenses or payments in connection with the license rights granted herein or the use by POSCO Energy or POSCO Affiliates of the FCE Technology under this Agreement. 

4.3 Royalty Report. 
 (a) Regular Reports. When rendering payment of the foregoing royalties, POSCO Energy shall provide FCE with a written quarterly report showing the calculation of the royalty, the number of products
to which the royalty is applicable. At its expense, FCE may, by its designated independent public accountants, audit the royalty amounts reported by POSCO Energy no more than once a year. To the extent any sales are made by any POSCO Affiliates,
POSCO Energy agrees to furnish to FCE copies of relevant books and records of the POSCO Affiliates for the sole purpose of such audit by FCE. 

  
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 (b) Final Report. POSCO Energy shall deliver a written report to FCE within sixty
(60) days of the termination or expiration of this Agreement, containing information relevant to the calculation of the royalties due under this Agreement; provided that such report shall include the Net Sales of POSCO Cells that are
sold and on order by POSCO Energy on or prior to the date of termination or expiration and not previously reported to FCE, and such other information as may be necessary to determine the royalties due hereunder. 

4.4 Royalty Determination Firm. The Parties agree that in case of any dispute with respect to the determination of
royalty pursuant to Sections 2.4, 4.1(d) and 9.2(b), any such determination shall be determined by an internationally recognized independent accounting firm jointly selected and paid for by the Parties (“Royalty Determination Firm”). If
the Parties dispute the royalty amount determined by the Royalty Determination Firm, then the disputing Party has the right at its own expense to retain another internationally recognized independent accounting firm; and in such event, the
determination of the royalty shall be the average of the two determinations, provided that, the average of the two determinations shall not exceed by more than 10% of the difference between the royalty amount determined by the Royalty Determination
Firm and the royalty amount determined by the independent determination firm. 
 4.5 In accordance with the
relevant laws, regulations, decrees, guidelines or ordinances of the Korea as may then be in effect, POSCO Energy shall withhold taxes owed to the appropriate tax office of Korea (hereafter “Korea License Compensation Taxes”) from the
license compensation owed to FCE hereunder and paid to the appropriate tax office of Korea directly by POSCO Energy. For the avoidance of doubt, the amounts listed in Section 4.1(a) hereunder is net of such taxes (i.e., taxes have already been
considered and deducted from the amounts indicated in Section 4.1(a)), while such taxes shall be deducted in the future from the amounts described in Section 4.1(b). 
 V. CUSTOMER RESPONSIBILITY 
 5.1 End User Warranty.
For POSCO Modules (incorporating POSCO Cells) manufactured and assembled by POSCO Energy and/or POSCO Affiliates pursuant to this Agreement, POSCO Energy shall be responsible to the end user for warranty, performance guarantees and service
obligations related to the POSCO Cells. FCE shall have no obligations under any agreements which POSCO Energy may execute with end users for POSCO Cells, beyond the performance guarantees and warranties contained in separate agreements to be further
entered between the Parties. 
 VI. COVENANTS 

6.1 POSCO Energy Obligations. POSCO Energy hereby agrees to comply with the U.S. Department of Commerce Export
Administration Regulations concerning exportation and re-exportation of technical data (including computer software), direct products thereof or any components purchased hereunder to any countries or territories. POSCO Energy hereby gives FCE the
assurance required by the U.S. Department of Commerce Export Administration Regulations with respect to the U.S. origin technical information furnished by FCE hereunder and the direct product of such technical information. 

  
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 6.2 FCE Obligations. FCE hereby agrees to comply with the U.S.
Department of Commerce Export Administration Regulations concerning exportation and re-exportation of technical data (including computer software), direct products thereof or any components purchased hereunder to any countries or territories. FCE
hereby gives POSCO Energy the assurance required by the U.S. Department of Commerce Export Administration Regulations with respect to the U.S. origin technical information furnished by FCE hereunder and the direct product of such technical
information. 
 6.3 DOE Approval. As soon as practicable after the date hereof, FCE shall obtain all
necessary consent, approval or waiver from the U.S. Department of Energy (“DOE”), at its expense, in form substantially similar to the form of DOE Approval set forth in Exhibit B attached hereto. 

6.4 Other Third Party Approvals. In addition to complying with the requirements set forth in Section 6.3, FCE
shall complete each of the actions and filings and obtain all necessary approvals, consents or waivers from any third party or Persons as required, as soon as practicable after the date hereof.

6.5 Notification of Certain Matters. During the period from the date hereof to the Effective Date, each of the
parties hereto shall promptly give notice to each of the other parties of (i) the occurrence of any event which occurrence has caused or is likely to cause, any representation or warranty of the notifying party contained in this Agreement to be
untrue, inaccurate or misleading or which might reasonably be expected to prevent the consummation of the transactions contemplated hereby, (ii) any failure of such party to comply with or satisfy any material covenant, condition or agreement
to be complied with or satisfied by it under this Agreement, and (iii) any change, event, condition or development which will, or which could reasonably be expected to, delay the consummation of this Agreement and the license grant contemplated
hereby; provided, however, that right to indemnification, payment of damages or other remedy hereunder based on such representations, warranties, covenants, and obligations will not be affected by any such notification. 

6.6 Obligations Relating to FCE Intellectual Property. FCE shall diligently file, prosecute and maintain the
patents, patent applications and trademarks of the FCE Technology to fully protect POSCO Energy’s interest in the license to the FCE Technology as set forth in Article II of this Agreement. FCE shall, at its own expense, take all action
necessary to perfect, maintain, preserve, protect against infringement, defend the validity of and/or renew any applicable title and/or interest in the FCE Technology and/or any intellectual property rights set forth in this Agreement and
transactions contemplated hereby. 

  
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 6.7 Obligations Relating to POSCO Technology. POSCO Energy shall
diligently file, prosecute and maintain the patents, patent applications and trademarks of the POSCO Technology to fully protect FCE’s interest in the license to the POSCO Technology as set forth in Section 2.3 of this
Agreement. POSCO Energy shall, at its own expense, take all action necessary to perfect, maintain, preserve, protect against infringement, defend the validity of and/or renew any applicable title and/or interest in the POSCO Technology and/or
any intellectual property rights set forth in this Agreement and transactions contemplated hereby. 
 6.8 DFC
Technology. During the Term of this Agreement, FCE shall make commercially reasonable efforts to improve and enhance the DFC technology to maintain market competitiveness. 
 VII. REPRESENTATIONS AND WARRANTIES 
 7.1
Representations and Warranties of FCE. FCE represents and warrants to POSCO Energy that as of the date hereof and as of the Effective Date: 
 (a) It has all requisite right, power and authority, to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; 

(b) The execution, delivery and performance by FCE of this Agreement, and the consummation by FCE of the transactions contemplated hereby,
have been duly and validly authorized by all necessary corporate action on the part of FCE and no other corporate actions or proceedings on the part of FCE are necessary to authorize this Agreement and the transactions contemplated hereby. Assuming
due authorization, execution and delivery of this Agreement by POSCO Energy hereto, this Agreement constitutes a legal, valid and binding obligation of FCE enforceable against it in accordance with its terms; 

(c) The execution, delivery and performance by FCE of this Agreement, and the consummation by FCE of the transactions contemplated hereby
do not (i) violate any Applicable Law; (ii) violate or conflict with any contract or agreement to which FCE is a party; (iii) violate any Governmental Order; (iv) require the approval, consent or permission of any Governmental
Authority having authority over FCE except for the DOE Approval; or (v) violate FCE’s organizational documents; 
 (d)
Neither FCE or any of its Subsidiaries nor any director, officer, agent, employee or other Person acting on behalf of FCE or its Subsidiaries has, in the course of its actions for, or on behalf of, FCE or any of its Subsidiaries (i) used any
corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from
corporate funds; (iii) violated or is in violation of in any material respect any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made or received any unlawful bribe, rebate, payoff, influence payment,
kickback or other unlawful payment to or from any foreign or domestic government official or employee; 

  
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 (e) POSCO Energy’s contemplated use of the FCE Technology under this Agreement does not
infringe, constitute an unauthorized use of or otherwise violate any valid rights, including but not limited to patent rights, copyrights, trademarks or other intellectual property rights owned or controlled by third parties or Persons in any
country. No other third parties or Persons in any country is infringing, misappropriating or violating any of the FCE Technology. 
 (f) The FCE Technology furnished to POSCO Energy and POSCO Affiliates pursuant to this Agreement will correspond to the specifications and requirements of FCE Technology used by FCE in the manufacture of
FCE Products; provided that to the extent FCE Technology provided hereunder does not meet such specifications or requirements and POSCO Energy notifies FCE, FCE shall promptly correct the discrepancy at its own expense, by furnishing corrected FCE
Technology; 
 (g) FCE Power Plants using FCE Technology are designed with commercially reasonable safety precautions and FCE
participates in on-going safety certification programs for its plants, such as the Canadian Standard Association; 
 (h) FCE has
taken, and will continue to take after the Effective Date, commercially reasonable defensive and offensive measures to protect FCE Technology against encroachment by any third parties. FCE recognizes and acknowledges that maintaining the scope of
protection on the FCE Technology in Korea is critical to the success of the continued commercialization of POSCO Products in Korea; 
 (i) FCE Technology transferred to POSCO Energy will be complete and sufficient to construct, assemble, and manufacture of POSCO Cells and POSCO Modules (incorporating POSCO Cells) such that the POSCO
Cells and POSCO Modules (incorporating POSCO Cells) (i) meets or exceeds the standard of quality and performance that is commensurate with the quality and performance of similar products constructed, assembled, and manufactured by FCE to sell,
maintain, service/repair, and distribute, and (ii) meets or exceeds any specification requirements of similar products constructed, assembled, and manufactured by FCE and that are marketed and advertised to its customers, suppliers, and
vendors; 
 (j) As a part of FCE Technology transfer, Cell Technology transfer will be completed upon achievement of
specific goals which will be described in the CTTP; 
 (k) FCE will apply commercially reasonable efforts to achieve the
capacity and/or specification goals contained in the Roadmap attached hereto as Schedule E. 
 (l) There is no claim,
action, suit, proceeding or order pending or threatened against FCE in respect of the FCE Technology. FCE has not received a written notice that (i) challenges the rights of FCE in respect of the FCE Technology, or otherwise challenges the
registration, validity, enforceability, scope or sole and exclusive ownership of the FCE Technology, or (ii) FCE is in violation of any law, regulation, order or other legal requirement that apply to the FCE Technology. 

  
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 (m) FCE has obtained and effected any consents, approvals, waivers and notices of or to any
other third parties or Persons which are required pursuant to any law or contract, including without limitation, (i) DOE Approval and (ii) consents, approvals, waivers and/or notices for confidentiality agreements and/or non-disclosure
agreements relating to FCE Technology as set forth in Schedule D attached hereto. FCE has obtained and effected such consents, approvals, waivers and notices in connection with the right and license to use FCE Technology being granted to
POSCO Energy herein, and the execution and delivery of, and performance under, this Agreement.
 7.2
Representations and Warranties of POSCO Energy. POSCO Energy represents and warrants to FCE that as of the date hereof and as of the Effective Date: 
 (a) It has all requisite right, power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; 

(b) The execution, delivery and performance by POSCO Energy of this Agreement, and the consummation by POSCO Energy of the transactions
contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of POSCO Energy and no other corporate actions or proceedings on the part of POSCO Energy are necessary to authorize this Agreement, and the
transactions contemplated hereby. Assuming due authorization, execution and delivery of this Agreement by FCE hereto and thereto, this Agreement constitutes a legal, valid and binding obligation of POSCO Energy enforceable against it in accordance
with its terms; 
 (c) The execution, delivery and performance by POSCO Energy of this Agreement, and the consummation by POSCO
Energy of the transactions contemplated hereby, do not: (i) violate any Applicable Law; (ii) violate or conflict with any Contract to which POSCO Energy is a party; (iii) violate any Governmental Order; (iv) require the approval,
consent or permission of any Governmental Authority having authority over POSCO Energy except for the DOE Approval; or (v) violate POSCO Energy’s organizational documents; and 

(d) Neither POSCO Energy or any of its Subsidiaries nor any director, officer, agent, employee or other Person acting on behalf of POSCO
Energy or its Subsidiaries has, in the course of its actions for, or on behalf of, POSCO Energy or any of its Subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to
political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of in any material respect any provision of the U.S.
Foreign Corrupt Practices Act of 1977, as amended; or (iv) made or received any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to or from any foreign or domestic government official or employee; and


  
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 (e) All work to be performed by POSCO Energy in its manufacture, assembly and test
activities hereunder shall be performed in accordance with drawings, manufacturing practices, instructions and quality plans as furnished by FCE or as mutually agreed upon by the parties. 

VIII. TERM 
 8.1 Term. The initial term of this Agreement (the “Initial Term”) shall commence on the Effective Date and shall continue, unless earlier terminated in accordance with the
provisions set forth herein or in any Transaction Agreement, for a period of fifteen (15) years from the Effective Date. 
 8.2 Extension. The Initial Term may be extended for additional terms (each, “Additional Term”, and, together with the Initial Term, the “Term”), each for a period
of five (5) years, by mutual agreement by the Parties on terms and conditions comparable to this Agreement, but for avoidance of doubt, the payment due to FCE shall be limited to the running royalty, which will be no higher than what is set
forth in this Agreement, and exclude other payments, i.e. upfront payment and milestone payments. 
 8.3
Effectiveness of this Agreement; Effective Date. This Agreement shall not be effective until the satisfaction or, to the extent permitted by applicable law, waiver in writing by POSCO Energy of each of the following conditions: 

(a) All governmental approvals necessary for the transactions contemplated under this Agreement, including, without limitation, DOE
Approval as set forth in Section 6.3, shall have been obtained and be in full force and effect; 
 (b) The representations
and warranties with respect to FCE set forth in Section 7.1 shall be true and correct in all material respects (except those representations and warranties qualified by “materiality” or words of similar meaning, which must be true and
correct in all respects) on and as of the Effective Date with the same effect as though such representations and warranties had been made on and as of such date (or, with respect to representations and warranties that are given as of a specific
date, as of such date). 
 (c) POSCO Energy shall have obtained final internal approval of the transactions contemplated hereby,
including without limitation, resolution of its board of directors. 

  
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 IX. TERMINATION 

9.1 Termination by Mutual Agreement. This Agreement may be terminated, without any further obligation or liability
by mutual written agreement of the Parties. 
 9.2 FCE Termination by Material Breach of POSCO Energy.

 (a) Notwithstanding anything to the contrary contained herein or in any other Transaction Agreements, in the event POSCO
Energy materially breaches any representation or warranty or materially fails to perform any obligation or undertaking to be performed by it under this Agreement and such material breach or failure is not cured within sixty (60) days after
notice from FCE specifying the nature of the breach, then, FCE shall have the right to terminate this Agreement after complying with the procedures set forth in Section 14.2 below. 

(b) FCE Remedy. In the event that FCE terminates this Agreement pursuant to Section 9.2(a): 

(i) FCE may elect to retain all POSCO Technology, including all copies and summaries thereof, furnished by POSCO Energy prior to such
termination; 
 (ii) Other than the Asia Market, FCE shall have a non-exclusive perpetual license and right to use the POSCO
Technology to manufacture and sell the FCE Products, only to the extent that FCE Products incorporate POSCO Technology at the time of such termination, under all patents of all countries under which POSCO Energy or POSCO Affiliates, as applicable,
during the Term, has or may acquire the right to grant such licenses, provided that any sublicensing or resale to any Korean Company by FCE shall be subject to POSCO Energy’s consent in its sole discretion, and provided,
further, that the foregoing license shall be subject to the payment by FCE to POSCO Energy of royalties to be mutually determined by the Parties in a commercially reasonable good faith manner, it being understood and agreed that if the
Parties are unable to reach agreement within sixty (60) days following the initial request of FCE, the royalties determined pursuant to Section 4.4 above shall be final and binding upon the Parties; 

(iii) POSCO Energy further agrees that POSCO Energy shall, at the request of FCE, continue to supply POSCO Modules to FCE, if such are in
production, on terms and conditions to be mutually agreed upon by the Parties in good faith; and 
 (iv) POSCO Energy, on its
own behalf and on behalf of POSCO Affiliates, shall pay Actual Losses; provided, however, that such Actual Losses shall not include any consequential, special, incidental, or indirect losses or damages. 

The foregoing provisions of this Section 9.2 represent, the sole and exclusive remedy of FCE in the event of termination by material breach of POSCO
Energy. 
 9.3 POSCO Energy Termination by Material Breach of FCE. 

(a) In the event FCE materially breaches any representation or warranty or materially fails to perform any obligation or undertaking to be
performed by it under this Agreement and such material breach or failure is not cured within sixty (60) days after notice from POSCO Energy specifying the nature of the breach, then, POSCO Energy shall have the right to terminate this Agreement
after complying with the procedures set forth in Section 14.2 below (except as noted below in Section 9.3(b)(i)). 

  
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 (b) POSCO Energy Remedy. Notwithstanding anything to the contrary contained herein or
in any other Transaction Agreements, in the event that POSCO Energy terminates this Agreement pursuant to Section 9.3(a) above: 
 (i) FCE shall pay to POSCO Energy for Actual Losses and a reduction on the remaining royalties by 1%, and in addition, if the FCE Technology has not been fully transferred to POSCO Energy as scheduled in
the CTTP, FCE shall promptly and in a commercially reasonable manner transfer to POSCO Energy all of the remaining FCE Technology. FCE further acknowledges and shall agree that POSCO Energy shall be entitled to seek and obtain from FCE specific
performance of FCE’s obligations under this section in the U.S. District Court for the Southern District of New York or in any competent court in the State of New York or Connecticut, if FCE fails to transfer the FCE Technology to POSCO Energy,
as set forth in the CTTP. For the avoidance of doubt, in the event FCE dissolves, (i) FCE shall pay all outstanding debts and obligations, including without limitation the payment of Actual Losses pursuant to this Section 9.3(b)(i) to
POSCO Energy before making any distributions to shareholders in accordance with Applicable Laws and (ii) POSCO Energy shall not be obligated to pay any remaining royalties to FCE; 

(ii) POSCO Energy may elect to retain all FCE Technology, including all copies and summaries thereof, furnished by FCE prior to such
termination; 
 (iii) POSCO Energy shall have a perpetual non-exclusive license and right in and of the FCE Technology as set
forth in Section 2.1 of this Agreement and a non-exclusive perpetual distribution right as set forth in Section 2.2 of this Agreement; and 
 (iv) FCE further agrees that FCE shall, at the request of POSCO Energy, continue to supply DFC Components on terms and conditions to be mutually agreed upon by the Parties in good faith. 

The foregoing provisions of this Section 9.3 represent the sole and exclusive remedy of POSCO Energy in the event of termination by material breach
of FCE. For the purpose of Section 9.3(b)(i) above, the Parties hereto consent to the jurisdiction of such court in respect of any action or proceeding thereunder. 

9.4 Return of FCE Technology. In the event this Agreement is terminated pursuant to Section 9.1 or
Section 9.2 above, POSCO Energy shall return to FCE all FCE Know-How, including all copies and summaries thereof, furnished by FCE prior to such termination and shall not be permitted to make any further use of such FCE Technology. 

9.5 Return of POSCO Technology. In the event this Agreement is terminated pursuant to Section 9.1 or
Section 9.3 above, FCE shall return to POSCO Energy all POSCO Technology including all copies and summaries thereof, furnished by FCE prior to such termination and shall not be permitted to make any further use of such POSCO Technology.


  
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 9.6 Survival. Upon expiration or termination of this Agreement as
provided herein, or by operation of law or otherwise, all rights granted and all obligations undertaken hereunder shall terminate forthwith except the following provisions: 
 (a) Upon expiration of the Term, Sections 2.4(a) (‘License to POSCO Energy Upon Expiration of the Term’) and 4.4 (‘Royalty Determination Firm’) and Articles III (‘Ownership of
Intellectual Property’), IX (‘Termination’), X (‘Indemnification’), XI (‘Confidential Information’), XII (‘Notices’), XIII (‘Entire Agreement’), XIV (‘Applicable Law and Arbitration’)
and XV (‘Miscellaneous’); and 
 (b) Upon termination of this Agreement, Sections 4.4 (‘Royalty Determination
Firm’), Articles III (‘Ownership of Intellectual Property’), IX (‘Termination’), X (‘Indemnification’), XI (‘Confidential Information’), XII (‘Notices’) and XIII (‘Entire Agreement’),
XIV (‘Applicable Law and Arbitration’), XV (‘Miscellaneous’) and the CTTP. 
 X. INDEMNIFICATION

 10.1 POSCO Energy Obligations. POSCO Energy shall indemnify and hold harmless FCE and its
affiliates, officers, directors, members, employees and agents, against any and all judgments, damages, liabilities, costs and losses of any kind (including reasonable attorneys’ and experts’ fees) (collectively, “Losses”) that
arise out of or relate to (i) any breach by POSCO Energy of its representations or warranties or covenants under this Agreement, (ii) any claim, action or proceeding that arises from defects caused by the manufacture by POSCO Energy or
POSCO Affiliates of POSCO Modules, or (iii) any claim, action or proceeding that arises from defects caused by the servicing by POSCO Energy or POSCO Affiliates of the FCE Products; provided, however, that FCE must promptly notify
POSCO Energy in writing of any such claim, action or proceeding (but the failure to do so shall not relieve POSCO Energy of any liability hereunder except to the extent that POSCO Energy has been materially prejudiced therefrom). POSCO Energy may
elect, by written notice to FCE within ten (10) days after receiving notice of such claim, action or proceeding to assume the defense thereof with counsel acceptable to FCE. If POSCO Energy does not so elect to assume such defense or disputes
its indemnity obligation with respect to such claim, action or proceeding, or if FCE reasonably believes that there are conflicts of interest between FCE and POSCO Energy or that additional defenses are available to FCE with respect to such defense,
then FCE shall retain its own counsel to defend such claim, action or proceeding, at POSCO Energy’s defense. POSCO Energy shall reimburse FCE for expenses as these are incurred under this Section. FCE shall have the right, at its own expense,
to participate in the defense of any claim, action or proceeding against which it is indemnified hereunder; provided, however, that FCE shall have no right to control the defense, consent to judgment or agree to settle any such claim,
action or proceeding without the written consent of POSCO Energy unless FCE waives its right to indemnity hereunder. POSCO Energy, in the defense of any such claim, action or proceeding, except with the written consent of FCE, shall not consent to
entry of any judgment or enter into any settlement which (i) does not include, as an unconditional term, the grant by the claimant to FCE of a release of all liabilities in respect of such claims or (ii) otherwise adversely affects the
rights of FCE. 

  
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 10.2 FCE Obligations. FCE shall indemnify and hold harmless POSCO
Energy and its affiliates, officers, directors, members, employees and agents, against any and all Losses that arise out of or relate to (i) any breach by FCE of its representations, warranties, covenants or agreements under this Agreement
(it being understood and agreed that any indemnity with respect to the FCE Products shall be governed by a separate purchase order contract), (ii) any claim, action or proceeding that arises from or relates to the servicing by FCE of
POSCO Cells, POSCO Modules (incorporating POSCO Cells), POSCO Modules or FCE Products, (iii) any claim, action or proceeding that arises from any licensor of FCE or any third party, in or relating to the FCE Technology (it being understood
and agreed that this obligation includes an obligation to take all necessary steps to ensure the continued use by POSCO Energy of the FCE Technology, without interruption), provided, however, that POSCO Energy must promptly notify
FCE in writing of any such claim, action or proceeding (but the failure to do so shall not relieve FCE of any liability hereunder except to the extent that FCE has been materially prejudiced therefrom). FCE may elect, by written notice to POSCO
Energy within ten (10) days after receiving notice of such claim, action or proceeding to assume the defense thereof with counsel acceptable to POSCO Energy. If FCE does not so elect to assume such defense or disputes is indemnity obligation
with respect to such claim, action or proceeding, or if POSCO Energy reasonably believes that there are conflicts of interest between FCE and POSCO Energy or that additional defenses are available to POSCO Energy with respect to such defense, then
POSCO Energy shall retain its own counsel to defend such claim, action or proceeding, at FCE’s defense. FCE shall reimburse POSCO Energy for expenses as these are incurred under this Section. POSCO Energy shall have the right, at its own
expense, to participate in the defense of any claim, action or proceeding against which it is indemnified hereunder; provided, however, that POSCO Energy shall have no right to control the defense, consent to judgment or agree to
settle any such claim, action or proceeding without the written consent of FCE unless POSCO Energy waives its right to indemnity hereunder. FCE, in the defense of any such claim, action or proceeding, except with the written consent of POSCO Energy,
shall not consent to entry of any judgment or enter into any settlement which (i) does not include, as an unconditional term, the grant by the claimant to POSCO Energy of a release of all liabilities in respect of such claims or
(ii) otherwise adversely affects the rights of POSCO Energy. 
 10.3 Limitation of Damage. In no
event, whether as a result of breach of contract, warranty, tort (including negligence), strict liability, indemnity, or otherwise, shall either Party or its subcontractors or suppliers be liable to the other Party for loss of profit or revenues, or
for any special, consequential, incidental, indirect or exemplary damages. 

  
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 XI. CONFIDENTIAL INFORMATION 

11.1 Obligations of the Parties. All written information marked “proprietary” or
“confidential” (or if oral, subsequently reduced to a writing so marked and delivered to the receiving Party within thirty (30) days of its oral disclosure) which the disclosing Party discloses to the receiving Party as a result of
the provisions of this Agreement, whether contained in blueprints, drawings, written reports, letters or memoranda, process descriptions, operating procedures, supplier lists and/or other written data, shall be treated as confidential unless
(a) such information shall have been in the possession of the receiving Party prior to its receipt from the disclosing Party, (b) such information is or becomes part of the public knowledge or literature through no fault of the receiving
Party, vendors or suppliers, (c) such information shall otherwise become available to receiving Party from a source other than the disclosing Party, said source not being violative of any obligation of secrecy with respect to such information,
or (d) the furnishing or use of such information is required by any legal requirement or any Governmental Authority. Information which is so considered to be confidential shall be held by the receiving Party for its sole benefit and used only
in accordance with this Agreement; provided that the receiving Party may share proprietary or confidential information with its affiliates; and, further provided, that the receiving Party shall cause its Affiliates to restrict the use
so as to be consistent with the terms of this Agreement and to restrict disclosure to its employees, on a need-to-know basis, of any confidential or proprietary information shared with such affiliates. The receiving Party shall use all reasonable
efforts to prevent the use of all or any part of such confidential information belonging to the disclosing Party in any other connection or the transmission thereof to third parties unless and until it has first obtained the written consent of the
disclosing Party specifically authorizing such use or transmission. The Parties understand that information may be provided which is subject to a confidentiality agreement with a third party. The Parties agree that such information shall be held in
confidence in accordance with the terms of the third party confidentiality agreement. No Party shall be obligated to divulge third party confidential information to the other Party. Each Party shall require, as a condition precedent to any agreement
for any FCE Product or POSCO Product sales, as the case may be (incorporating respective FCE Technology or POSCO Technology, as the case may be), lease, or other similar transaction, that the purchaser, lessor, or customer for such transaction must
agree to accept the terms of this paragraph, including the requirement for any subsequent purchaser to accept the terms of this paragraph. Any breach of the confidentiality provisions of this paragraph may be considered material breach of this
agreement by the non-breaching Party. 
 11.2 POSCO Affiliate. The Parties agree that each POSCO Affiliate
for which an additional license is granted by FCE pursuant to Section 2.1(c) hereunder, shall enter into a confidentiality agreement with POSCO Energy containing the terms that are substantially similar to the confidentiality provision set
forth above. 
 11.3 FCE and POSCO Energy Obligations. All obligations under this article shall apply
mutatis mutandis to the Parties. 

  
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 11.4 Non-Competition. 

(a) For the Term of this Agreement, and provided that this Agreement remains valid and in good standing, POSCO Energy, for itself and on
behalf of POSCO Affiliates, agrees that (i) POSCO Energy and/or POSCO Affiliates will not engage any third party to develop DFC-based MCFC RC technology without the prior consent of FCE; (ii) POSCO Energy and/or POSCO Affiliates will not
share FCE technology with any unauthorized third party without the written consent of FCE; and (iii) that POSCO Energy and/or its Affiliates will not introduce DFC-based MCFC RC technology to the market which is not royalty bearing pursuant to
this Agreement, and FCE agrees not to unreasonably withhold its approval and will notify POSCO Energy of the review result within twenty (20) business days after POSCO Energy provides a description/explanation of the program as to engagement of
and/or sharing information with third party; and 
 (b) For the Term of this Agreement, and provided that this Agreement remains
valid and in good standing, FCE, for itself and on behalf of FCE Affiliates, agrees that (i) FCE and/or FCE Affiliates will not engage any third party to develop POSCO Technology without the prior consent of POSCO Energy; (ii) FCE and/or
FCE Affiliates will not share POSCO Technology with any unauthorized third party without the written consent of POSCO Energy; and (iii) FCE and/or FCE Affiliates will not introduce any DFC-based MCFC RC technology to the Asia Market except
pursuant to this Agreement. 
 XII. NOTICES 
 All notices pursuant to this Agreement shall be in writing and will be deemed to have been duly given if delivered personally or by internationally recognized courier service, or by facsimile to the
parties at the addresses set forth below. 
 if to FCE, to: 

FuelCell Energy, Inc. 
 3 Great Pasture Road 
 Danbury, CT 06813 

Facsimile: (203) 825-6079 
 Attention: Ben Toby 
 with copy to: 

FuelCell Energy, Inc. 
 3 Great Pasture Road 
 Danbury, CT 06813 

Facsimile: (203) 825-6069 
 Attention: Ross Levine 
 if to POSCO Energy, to: 

POSCO Energy 

POSCO Center, 440 Teheran-ro 
 440 Teheran-ro, Gangnam-gu 
 Seoul, 135-777, Korea 

Attention: JiHyung Kim, Esq. 

  
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 All notices under this Agreement that are addressed as provided in this Section (i) if
delivered personally or by internationally recognized courier service, will be deemed given upon delivery or (ii) if delivered by facsimile, will be deemed given when confirmed. Either Party from time to time may change its address or designee
for notification purposes by giving the other Party notice of the new address or designee and the date upon which such change will become effective. 
 XIII. ENTIRE AGREEMENT 
 This Agreement, including any Exhibits and
Schedules attached hereto, and any other Transaction Agreements, constitutes the full and complete statement of the agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and
understandings, whether written or oral, between the Parties with respect to the subject matter hereof, including, for the avoidance of doubt, the Memorandum of Understanding dated as of March 7, 2012 and Memorandum of Agreement dated
April 30, 2012. There are no representations, understandings or agreements relating to this Agreement that are not fully expressed in this Agreement other than those representations, understandings or agreements contained in the other
Transaction Agreements. To the extent there is any inconsistency between this Agreement and any other Transaction Agreements, the provisions of this Agreement shall prevail. 
 XIV. APPLICABLE LAW AND ARBITRATION 
 14.1 Governing
Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York, U.S.A., without giving effect to any choice of law rules that may require the application of the laws of another
jurisdiction. 
 14.2 Efforts to Resolve by Mutual Agreement. Other than a dispute with respect to the
determination of royalty which shall be resolved pursuant to Section 4.4, any dispute, action, claim or controversy of any kind arising from or in connection with this Agreement or the relationship of the Parties under this Agreement (the
“Dispute”) whether based on contract, tort, common law, equity, statute, regulation, order or otherwise, shall be resolved as follows: 
 (i) Upon written request of either FCE or POSCO Energy, the Parties shall meet and attempt to resolve any such Dispute. Such meetings may take place via teleconference or videoconference. The Parties
shall meet as often as the Parties reasonably deem necessary to discuss the problem in an effort to resolve the Dispute without the necessity of any formal proceeding. 
 (ii) Formal proceedings for the resolution of a Dispute may not be commenced until the later of (i) the Parties concluding in good faith that amicable resolution through continued negotiation of the
matter does not appear likely; or (ii) the expiration of a sixty (60) day period immediately following the initial request by either Party to resolve the Dispute; provided, however, that this Section 14.2 will not
be construed to prevent a Party from instituting formal proceedings earlier to avoid the expiration of any applicable limitations period, to preserve a superior position with respect to other creditors or to seek temporary or preliminary injunctive
relief. 

  
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 14.3 ICC Arbitration. If the Parties are unable to resolve any
Dispute pursuant Section 14.2 above and except as otherwise specified in Section 9.3(b)(i), the Dispute shall be finally settled under the Rules of Arbitration (the “Rules”) of the International Chamber of Commerce
(“ICC”) by three (3) arbitrators designated by the Parties. Each Party shall designate one arbitrator. The third arbitrator shall be designated by the two arbitrators designated by the Parties. If either Party fails to designate an
arbitrator within thirty (30) days after the filing of the Dispute with the ICC, such arbitrator shall be appointed in the manner prescribed by the Rules. An arbitration proceeding hereunder shall be conducted in Singapore, and shall be
conducted in the English language. The arbitration shall be the sole and exclusive forum for resolution of any such Dispute, and the decision or award of the arbitrators is final and binding on both Parties. Any award of the arbitrators shall be in
writing and shall state the reasons upon which such decision or award is based. The arbitration panel shall award the prevailing Party its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other
costs associated with the arbitration, the enforcement of any arbitration award and the costs and attorney’s fees involved in obtaining specific performance of an award; provided, however, that if the claims or defenses are
granted in part and rejected in part, the arbitration panel shall proportionately allocate between the Parties those arbitration expenses in accordance with the outcomes; provided, further, that the attorney’s fees and costs of
enforcing a specific performance arbitral award shall always be paid by the non-enforcing Party, unless the applicable action was determined to be without merit by final, non-appealable decision. The arbitration panel may only award damages as
provided for under the terms of this Agreement and in no event may punitive, consequential and special damages (or as otherwise specified in this Agreement, including, without limitation, Section 10.3) be awarded. In the event of any conflict
between the Rules and any provision of this Agreement, this Agreement shall govern. 
 14.4 Waiver of Jury
Trial. The Parties hereto hereby irrevocably waive, to the fullest extent permitted by Applicable Law, any and all right to trial by jury in any legal proceeding arising out of or relating to Section 9.3(b)(i). 

XV. MISCELLANEOUS 
 15.1 Amendment; Waiver. This Agreement may not be modified or amended except by a writing duly signed by the authorized representatives of both Parties. Any waiver by any Party of any condition, or
of the breach of any provision, term, covenant, representation or warranty contained in this Agreement, in any one or more instances, shall not be deemed to be or construed as a furthering or continuing waiver of any such condition, or of the breach
of any provision, term covenant, representation or warranty contained in this Agreement. 

  
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 15.2 Severability. If any provision of this Agreement is invalid or
unenforceable under any applicable statute or rule of law, then the remainder of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner
adverse to any party hereto. Upon determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 

15.3 Government Information. Nothing in this Agreement shall authorize the disclosure of, or access to, classified
or restricted information, material or know-how of the Government of the United States of America to persons not authorized or licensed to disclose or receive such classified or restricted information. 

15.4 Independent Contractors. The Parties are independent contractors, and nothing contained in this Agreement
shall be construed as (a) giving either Party the power to direct and control the day-to-day activities of the other, (b) constituting either Party as a partner, a joint venture, a co-owner or a fiduciary of the other or (c) creating
any other form of legal association that would impose liability on one Party for the act or failure to act of the other or as providing either Party with the right, power or authority (express or implied) to create any duty or obligation of the
other. 
 15.5 Assignment. This Agreement will be binding upon and inure to the benefit of the Parties and
their respective successors and permitted assigns. Neither Party may, nor will it have the power to, assign this Agreement, or any part hereof, without the prior written consent of the other Party, and any such unauthorized assignment shall be null
and void, except that the Parties acknowledge and agree that POSCO Energy may, without the consent of FCE assign its rights and obligations to any entity controlled by POSCO Energy or a POSCO Affiliate, provided that POSCO Energy remains liable for
the obligations set forth in this Agreement and in other Transaction Documents to which it is a Party. In the event of any other assignment of this Agreement by either Party, the assignee shall assume, in writing (in form and substance reasonably
satisfactory to the other Party), the rights and obligations of the assigning Party under this Agreement. 
 15.6
No Third Party Beneficiary. Except as expressly contemplated herein, this Agreement shall be binding upon and inure solely to the benefit of each Party hereto and nothing in this Agreement is intended to confer upon any other person or entity
any rights or remedies of any nature whatsoever under or by reason of this Agreement. 
 15.7 Headings.
The headings preceding the text of Articles and Sections included in this Agreement and the headings to Exhibits and Schedules attached to this Agreement are for convenience only and shall not be deemed part of this Agreement or be given any effect
in interpreting this Agreement. 

  
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 15.8 Right to Injunction; Specific Performance. The Parties
acknowledge and agree that each Party will suffer irreparable harm, which is not compensable by monetary damage, in the event the other breaches its obligations under Article IX or XI. Accordingly, in the event of a breach by one Party of such
obligations, the other shall be entitled to injunction or injunctions to enforce and remedy such breach in addition to all other remedies available at law or in equity. 

15.9 Force Majeure. Neither Party shall be liable to the other for a failure to perform any of its obligations
under this Agreement, except for payment obligations under this Agreement, during any period in which such performance is delayed due to a Force Majeure, and if such Party notifies the other of the delay; provided, however, that in the event
a period of Force Majeure restricts a Party’s performance for greater than 120 days, the non-restricted Party may terminate this Agreement without further cause and without liability for such termination. The date of delivery shall be extended
for a period equal to the period of a delay due to Force Majeure, in addition to any additional time as may be reasonably necessary to overcome the effect of such excusable delay; provided, further, that the Party seeking relief under this
Section 15.9 shall promptly notify the other of the Force Majeure event, the anticipated resolution of such event, the actual resolution of such event and the actual impact on its obligations hereunder. 

15.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but
all of which shall constitute the same agreement. 
 15.11Bankruptcy Rights. 

(i) All rights and licenses granted under or pursuant to this Agreement are, and shall otherwise be deemed to be, for purposes of
Section 365(n) of the U.S. Bankruptcy Code and/or any similar or comparable section of the U.S. Bankruptcy Code (as such sections may be modified, amended, replaced or renumbered from time to time), licenses of rights to “intellectual
property” as defined under Section 101(35A) of the U.S. Bankruptcy Code and/or any similar or comparable section of the U.S. Bankruptcy Code (as such sections may be modified, amended, replaced or renumbered from time to time). The Parties
shall retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code. Upon the commencement of bankruptcy proceedings by or against either Party under the U.S. Bankruptcy Code, the other Party shall be
entitled to retain all of its license rights and use rights granted under this Agreement. 
 (ii) The Parties further agree
that, in the event of any default of this Agreement by the licensor or any time the licensee reasonably needs access for purposes of the rights and licenses hereunder, the licensor shall not interfere with the licensee’s rights to intellectual
property and all embodiments of intellectual property, and shall assist and not interfere with the licensee in obtaining intellectual property and all embodiments of intellectual property from another entity, all subject to the terms of this
Agreement and limitations hereunder. The term “embodiments” of intellectual property includes all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodying
intellectual property, regulatory filings and related rights.

  
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 (iii) If any Party should be dissolved, file a voluntary petition in bankruptcy, have a
reorganization proceeding commenced against it, or should an order be entered pursuant to any law relating to bankruptcy or insolvency appointing a receiver or trustee of any Party, then such event shall be deemed a material breach and the other
non-breaching Party shall have the right to terminate this Agreement, upon written notice, in accordance with Sections 9.2 or 9.3 (as applicable). 
 (iv) The Parties agree that the TTA and STTA are hereby amended to add the provisions contained in this Section 15.11. 
 XVI. SALES TARGETS 
 Sales Targets. In the event that the sales
targets in Exhibit D hereunder are not reached, the Parties shall undertake a performance review in good faith and in a commercially reasonable manner to decide on the feasibility and desirability of the continuation of the exclusivity
provisions set forth in Section 2 hereunder. The performance review shall take into consideration, among other things, past performance, market conditions, business prospects, profitability, bona fide efforts by the Parties, quality issues
affecting marketability and future plans. 

  
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 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in a manner
binding upon them by their duly authorized officers as of the date first above written. 
  

							
		 		 	FUELCELL ENERGY, INC.
				
		 		 	By:	 	/s/ Arthur A. Bottone
		 		 	Name:	 	Arthur A. Bottone
		 		 	Title:	 	President & CEO
		 		 	Company: FuelCell Energy, Inc.
		 		 	Date: October 31, 2012

  

							
		 		 	POSCO ENERGY CO., LTD.
				
		 		 	By:	 	/s/ ChangKwan Oh
		 		 	Name:	 	ChangKwan Oh
		 		 	Title:	 	President & CEO
		 		 	Company: POSCO ENERGY, CO., LTD
		 		 	Date: October 31, 2012


  
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 EXHIBIT A 
 CELL TECHNOLOGY TRANSFER PROGRAM 
 The purpose of this Cell Technology
Transfer Program (“CTTP”) is to describe the transfer by FCE to POSCO Energy of the FCE Technology which shall have the meaning set forth in the Cell Technology Transfer License Agreement (“CTTA”). The CTTP contains the detailed
terms and schedules relating to the transfer by FCE of FCE Technology, including the scope of assistance and support provided, to POSCO Energy/POSCO Affiliates, it being understood and agreed that, the CTTP shall be a part of the CTTA. It being
further understood that FCE shall provide all related materials and information to POSCO Energy upon execution of the CTTA. Capitalized terms used herein, but not defined herein, shall have the meanings given to them in the CTTA. 

OVERVIEW 
 1. Types of
Information to be Transferred 
 The CTTP shall cover the following aspects of the technology transfer: 

1.1 Cell Technology Information 
 Cell
technology information to be transferred and the process for the transfer are outlined in Section A. 
 1.2 Manufacturing Realization Support

 Manufacturing information to be transferred and support for the development of a repeating component factory are described in Section B.

 1.3 Integrated Global Supply Plan 

Description of a program for developing an integrated global supply chain is described in Section C. 

1.4 Service Technology Transfer 
 Description
of a program for transferring technology with respect to operation, maintenance and diagnosis of fuel-cell cells, stacks, modules and power plants is described in Section D. 
 2. Method of Transfer 
 For each of the above types of information, both companies will appoint a
joint team to develop a plan to complete the transfer of information and provide other necessary support. Approval of these plans must be completed by Senior Vice President or higher level of management from each company within 60 days of the
Effective Date of this CTTP, with the exception of the Integrated Global Supply Plan, which shall be 90 days. 







 3. Obligation to Exercise Good Faith Efforts 
 Consistent with the objectives of the Alliance Agreement, the Parties shall use good faith efforts to cooperate with each other to effectuate the transactions contemplated by the CTTA, including this
CTTP. 
 4. Costs 
 FCE shall use
commercially reasonable efforts to provide technical consultation and assistance in connection with POSCO Energy/POSCO Affiliate’s activities under this CTTP without additional charge up to 500 man-days for the duration of the CTTA. 500
Additional man-days beyond the 500 man-days shall be provided by FCE subject to payments from POSCO Energy to FCE. Payments shall be based upon mutually agreeable terms and conditions. For the purposes of this section, a “man-day” shall be
defined as eight (8) working hours, and a “man-year” shall be defined as 1,920 working hours. The specific category of activities that qualify as counting towards the 500 man-days shall be mutually agreed upon within 60 days of the
Effective Date of this CTTP, it being understood that preparation time of documents or data for the purpose of (i) transferring technology to POSCO, and (ii) reorganizing available technology data do not qualify as “man-day”
activities and shall not count towards consuming man-day time. These 500 man-days apply only to efforts associated with sections A, C, and D, below. 
 4.1 Tracking. 
 FCE shall continually track the number of man-days consumed, and the number of
man-days remaining. FCE shall provide on a quarterly basis a Work Progress Summary outlining activities and deliverables completed or ongoing from the prior reporting period, as well as a summary of the number of man-hours remaining. POSCO
Energy/POSCO Affiliates shall make payments on the additional man-days beyond 500 man-days on a quarterly basis upon receiving the Work Progress Summary. 
 4.2 Payment Default Rate 
 In the event that any payment due from POSCO Energy under this CTTP is
not paid when due, POSCO Energy shall pay FCE interest (“Overdue Payment Interest”) on such overdue payment during a period commencing on such due date until the date that such overdue payment is actually made to Seller, the annual rate of
interest being equal to two percent (2%) above the highest commercial prime rate as published in the Wall Street Journal on the day the payment first became due. Nothing in this paragraph shall prevent the FCE from exercising other remedies
available under this CTTP. The above Overdue Payment Interest applies on condition that any invoice provided by FCE is clear, sufficiently-detailed and understandable. In the event that an invoice provided by FCE is ambiguous as to its details,
inadequately describes the work and materials performed contains errors material to the work performed, was not timely sent or causes any other delay at no fault to POSCO Energy/POSCO Affiliates, POSCO Energy shall not be obligated to pay any
Overdue Payment Interest on payment of such invoices. 







 5. New Product Development and Improvement 
 5.1 Process 
 5.1.1 Independent Development 

FCE and POSCO Energy shall agree to adopt the established approval process known as “4-Step Process” as described below and in Attachment 2 for
the formal approval communication process of technology changes initiated by POSCO Energy. 
 Step 1. POSCO Energy requests and describes
requirement for new or localized part, material or process. 
 Step 2. FCE respondsse defining information needed to implement the POSCO
Energy’s request. 
 Step 3. POSCO Energy responds with requested information. 
 Step 4. FCE approval. 
 5.1.2 Joint Development 

The Parties agree to undertake the Joint Development Program activities in a spirit of partnership, and shall strive to foster dialog and mutual
cooperation to achieve efficient and expeditious outcomes, and maximize the chances of success. In addition, each Party agrees to provide the other Party with technical and related information reasonably necessary and to the extent reasonably
available to carry out their respective responsibilities under the Joint Development Program. 
 5.1.2.1 Resource Allocation and Development
Costs 
 Each party agrees to bear its own costs incurred in the Joint Development Program, except as specifically provided for in a separate
instrument. The Parties acknowledge and agree that each Party’s participation in the Joint Development Program shall be determined based upon the availability of its own technical personnel and financial resources, at the sole discretion of
each individual participating Party. Further, the contribution of each party in terms of intellectual property shall be duly considered, alongside consideration of the level of effort in personnel and resources contributed to the Joint Development
Program, when determining joint ownership of resulting intellectual property. 







 Section A. 
 Cell Technology Transfer 
 A.1 Scope of Cell Technology Transfer 

A.1.1 Cell Technology. 
 FCE shall transfer the
FCE Know-How to POSCO Energy and POSCO Affiliates, including but not limited to the following: 
  

	A.	Assessment 

  

	 	a.	Assessment Facility 

  

	 	i.	Design of test facility 

  

	 	ii.	Bill of Material 

  

	 	iii.	Operation (Annex A.1 and A.2) 

  

	 	iv.	Maintenance (Annex A.2) 

  

	 	v.	Troubleshooting (Annex A.1) 

  

	 	vi.	Safety management (Annex A.2) 

  

	 	b.	Assessment Technology 

  

	 	i.	Performance, durability (Annex A.6) 

  

	 	ii.	Post Test (Table 1) 

  

	B.	New Technology 

  

	 	a.	FCE’s technology development roadmap (Annex A.4) 

  

	 	b.	Research project list and status (Annex A.5) 

  

	 	c.	Transfer time, plan and notification of new technology (Annex A.4) 

  

	 	d.	Process stabilization after application (Annex A.3) 

  

	C.	Design 

  

	 	a.	Assessment for design and improvement (Annex A.3) 

  

	 	b.	Repeating components design (Annex A.8, 9, 10) 

  

	D.	Development Process (Annex A.3) 

  

	E.	Miscellaneous 

  

	 	a.	Field application data (performance and durability of stack module) 

  

	 	b.	Development history and technical achievement of Cell & stack 

 A.1.2 Method for the Technology Transfer 
  
 A.1.2.1 Personnel 
 FCE and POSCO Energy/POSCO Affiliate will each appoint a dedicated Program
Manager to serve as the primary point of interface between POSCO Energy/POSCO Affiliate and FCE. FCE will also support the program with management and expertise gathered from its manufacturing department and related departments to successfully
execute this CTTP. 
 A.1.2.2 Mechanism for the Transfer of Technology 
 Information will be transferred using a web-based portal known as *. FCE will notify 
 POSCO Energy
as soon as practicable when any changes to the information have been made by FCE, and will post such modified information on the web portal for downloading by POSCO Energy/POSCO Affiliate. FCE will supply a report of technology and design changes
weekly, following the same process that has been established for the STTP. A procedure for managing changes to the cell design technology, manufacturing process, raw materials, or change in supply chain that affect short- and long-term performance
shall be implemented and maintained by both parties mutually. FCE will notify POSCO Energy of impacts due to changes that affect manufacturing processes or component designs, and will transfer revised procedures. Other than the aforementioned
method, information will also be transferred by the following method, consistent with Section 4 above, and the specific plan will be decided within 60 days of the Effective Date of this CTTP. 

 

	 	i)	Training session for general and/or specific design activity (Annex B) 

  

	 	ii)	Periodic and/or ad hoc Q&A session 

  

	 	iii)	Participation of POSCO Energy in FCE’s existing projects upon FCE’s prior consent 


 

	 	iv)	Project jointly conducted by both companies 

 For
the avoidance of doubt, a similar plan will also be developed for the stack design information and technology transfer within the same date mentioned above. 
 * Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment. 







 A.1.3 Compensation for FCE’s activities beyond initial Cell Technology Transfer 

In the occasion POSCO Energy requires FCE’s labor for transferring information beyond currently available material, including but not limited to
training, documentation of undocumented information, meetings, communications (verbal or written), technical experiments and activities, POSCO Energy shall initiate Service request process by following the steps below. 

Step 1. POSCO Energy requests FCE’s support or labor by submitting a written communication to FCE counterpart arranged in the joint team of each
information transfer activity. 
 Step 2. FCE provides assessment of time and material with the schedule of completion to be required in
fulfilling the request, within ten (10) working days from initial request submitted by POSCO Energy. Such assessment shall include a proposed milestone based estimated fee structure for the required activity. 

Step 3. POSCO Energy reviews FCE’s assessment on time and material with completion schedule and provide a written approval to FCE. 

Step 4. FCE initiates its activity requested by POSCO Energy. 
 Step 5. FCE shall bill POSCO Energy based upon the schedule of the estimated fee structure agreed to in Step 2. When each milestone is met, FCE shall provide a detailed invoice including actual labor
performed and materials used. POSCO Energy shall remit funds within 30 days of the detailed invoice receipt. 
 A.1.3.1 Travel Expenses

 Documented travel and living expenses for FCE personnel during visits to POSCO Energy/POSCO Affiliate facilities in Korea or other locations,
when carried out pursuant to the Cell Technology Transfer or at the request of POSCO Energy or POSCO Affiliate, shall be borne by POSCO Energy or POSCO Affiliate, and, if paid by FCE, shall be reimbursed to FCE by POSCO Energy. The parties agree to
follow the payment standard for traveling expenses by FCE’s employees as shown in Attachment 1. Invoices from FCE to POSCO Energy/POSCO Affiliates shall be issued to POSCO Energy. 







 Section B. 
 Cell Manufacturing Facility Technical Support 
 B.1 Repeating Component
Manufacturing Realization 
 FCE shall transfer the Repeating Component Manufacturing FCE Know-How listed in Appendix “B” of this
agreement to POSCO Energy in accordance with the Repeating Component Manufacturing Facility Program schedule set forth in Appendix “A” of this Agreement. 
 B.1.1. Manufacturing Information to be transferred 
 FCE shall provide the RC manufacturing related
information, as described in Appendix “B”. 
 B.1.2 Facility Design Basis and Costs 

The design basis for the Repeating Component Manufacturing Facility is shown in Appendix “C”. 

B.1.3 Method for the Technology Transfer 

B.1.3.1 Personnel 
 FCE and POSCO Energy/POSCO
Affiliate will each appoint a dedicated Program Manager to serve as the primary point of interface between POSCO Energy/POSCO Affiliate and FCE. FCE will also support the program with management and expertise gathered from its manufacturing
department and related departments to successfully execute this agreement. 
 B.1.3.2 Mechanism for the Transfer of Technology 

Initial Repeating Component Manufacturing FCE Know-How will be transferred using a web-based portal known as *. Following the initial transfer of the FCE
Know-How, FCE will notify POSCO Energy as soon as practicable when any changes to the information have been made by FCE, and will post such modified information on the web portal for downloading by POSCO Energy/POSCO Affiliate. A procedure for
managing changes to the manufacturing processes that affect short-term and/or long-term performance shall be implemented and maintained by both parties mutually. FCE will notify POSCO Energy of impacts due to changes that affect manufacturing
process, or component design, and transfer revised procedures. In addition, processes for recording the RC manufacturing data of the RCs manufactured at the POSCO facility shall be implemented, maintained and accessible by both parties mutually.

  

	*	Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment.









 B.1.3.3 Training 
 B.1.3.3.1 Certification Training Program for Repeating Component Manufacturing 
 FCE shall develop
Certification Training Programs for repeating component 
 manufacturing processes, which shall be offered to POSCO Energy and/or POSCO Affiliate
consistent with the scope and timing of the technology transfer program described hereunder. POSCO Energy agrees to undertake the training program designed by FCE, and FCE agrees to confer certified status on employees of POSCO Energy and/or POSCO
Affiliate who successfully complete the training. FCE shall provide a POSCO Energy trainer certification program. Additionally, POSCO Energy and/or POSCO Affiliate agree to undergo periodic refresher training by FCE to maintain the certification
status of all personnel who are to be employed at the repeating component manufacturing facility. Periodic refresher training shall take place by mutual agreement between POSCO Energy and FCE. All training will be administered per the project
schedule of Appendix “A”. 
 B.1.3.4 Organization and Personnel Recommendations 

FCE will provide a recommended organizational structure, job descriptions and required background experience for each position. FCE will specify which job
descriptions need certification, including the duration of the certification, per paragraph B.1.3.3.1. 
 B.1.3.5 Meetings 

B.1.3.5.1 Regular Meetings 
 Regular meetings
will take place as defined in the project schedule in Appendix “A”. Following is a brief description of the various types of meetings which shall be scheduled: 

 

	a.	Program Reviews are conducted to ensure that milestones have been met in accordance with the requirements as defined in Appendix “A”.


  

	b.	Facility Design Reviews are technical reviews of repeating component manufacturing facilities, and they are conducted to ensure best practices in manufacturing are
captured prior to commencing construction activities. FCE proposes both preliminary and final Facility Design Reviews. 

  

	c.	Quality Reviews are joint reviews of Quality Assurance Methodologies conducted per Section B.4. 


B.1.3.5.2 Ad Hoc Meetings 
 Ad
Hoc meetings beyond the above regular meetings will take place on an as-needed basis by mutual agreement. 
 B.1.4 Repeating Component
Manufacturing Facility 
 Technical advisory and supporting services in the installation, troubleshooting, and preparing for operations of the
equipment and facilities in the Facility shall be addressed. 
 B.1.4.1 Building 
 POSCO Energy shall be directly responsible for providing sufficient space for the Repeating Component Manufacturing Facility. 
 B.1.4.2 Equipment 







 POSCO Energy shall be directly responsible for the procurement and quality of all equipment and tools
required and procured for the Repeating Component Manufacturing Facility. POSCO Energy is responsible for all aspects of the equipment, including but not limited to safety, commissioning, qualification, and environmental considerations. POSCO Energy
is also responsible for all adders to equipment purchase orders, including but not limited to those that happen during commissioning and qualification at the Pohang site. 
 Appendix “F” outlines the Repeating Component Manufacturing Facility Capital Equipment Procurement Strategy. Both companies agree to follow this strategy. 

B.1.4.3 Logistics and Customs 
 POSCO Energy
shall be directly responsible for activities of logistics and customs clearance relating to timely delivery of equipment required for the Repeating Component Manufacturing Facility. 
 B.1.4.4 Technical Support, Commissioning and Training 
 FCE shall provide, with compensation to be
agreed on in a separate contract, technical support, commissioning, training, materials and travel expenses required for normal operation of the Repeating Component Manufacturing Facility. 
 B.1.4.5 Method of Payment 
 POSCO Energy shall remit payment to FCE via wire
transfer (T/T). 
 B.1.5 Use of Affiliates 
 Where any party uses or proposes to use an Affiliate to meet any of its obligations under this Agreement, such party, prior to any services being provided by the Affiliate, shall cause the Affiliate to
execute and deliver an undertaking in a form satisfactory to the other party binding the Affiliate to this Agreement. 
 B.1.6 Dispatch of
Technical Personnel 
 Each Party agrees to send its employees with relevant technical knowledge to the other’s premises to promote the
execution of the Repeating Component Manufacturing Facility Program and to host such employees sent by the other Party. The identity and number of such employees shall be mutually agreed by the Parties. 

B.1.7 Roles and Responsibilities 
 The parties
agree to follow and execute per “Roles and Responsibilities Matrix” listed in Appendix “D”. 
 B.1.8 Deliverables

 Throughout the Repeating Component Manufacturing Facility Program, the Parties shall produce drawings, documents, and reports as listed in
Appendix “G”. 








	B.1.9 	Exchange of Information 

 The Parties acknowledge
and agree that the exchange of information between FCE and POSCO Energy under this Agreement shall be consistent with the grant of licensed technology in the CTTA; and that the accelerated schedule for the Repeating Component Manufacturing Facility
Program will necessitate focused contributions by each of the Parties and will discuss to include the opportunity for formal training sessions. FCE agrees to provide to POSCO Energy the information reasonably available and in then-current use by
FCE, to enable POSCO Energy to carry out this purpose. 
 B.2. Quality Plans 
 Current quality methodologies for repeating component manufacturing and material supply management will be transferred. Both parties will work together to develop and exchange future improved quality
assurance methodologies for repeating component manufacturing and supply chain management. 
 B.3. Quality Audits 

For three (3) years from the operational date of the new facility, to ensure that POSCO Energy is working in accordance to FCE’s specifications,
upon mutual agreement as to reasonable time and condition, FCE may inspect: (1) POSCO Energy’s repeating components during their manufacture, including repeating component manufacturing, inspection, transportation and storage;
(2) POSCO Energy’s training records of personnel involved in manufacturing and storing the fuel-cell components and products, as well as work instructions and other training material developed by POSCO Energy for the production of
fuel-cell components; (3) POSCO Energy’s tooling and tooling documentation used to produce fuel-cell components and products; and (4) POSCO Energy’s supplier quality. 







 Section C. 
 Integrated Global Supply Plan 
 C.1. Integrated Global Supply Plan 

Within ninety (90) days of the Effective Date of this CTTP, the Parties shall establish and mutually agree to the Integrated Global Supply Plan in
accordance with the Integrated Global Supply Chain Strategy in Appendix “H”. The Integrated Global Supply Plan shall include the vendor and material information, qualification processes, and the target schedule for the integrated global
supply chain strategy consistent with the CTTA, subject to the changes to be made by the Parties upon negotiation. 
 C.2 Compensation for the
Labor 
 The Parties agree to be mutually responsible for the cost of labor incurred by activities creating commercially agreeable mutual
benefits in relation to Integrated Global Supply Strategy included in Exhibit “J”. 
 When additional activities such as, but not
limited to, validation of new RC material substitution, RC material vendor qualification for POSCO Energy’s own supplier development are required for FCE to conduct, POSCO Energy shall compensate FCE by issuing a written purchase order based on
agreed to time and material quotation provided by FCE per FCE Standard Service labor Rate of Attachment 3. 
 Step 1. POSCO Energy requests
FCE’s support or labor by submitting a written communication to FCE counterpart arranged in the joint team of each information transfer activity. 
 Step 2. FCE provides assessment of time and material with the schedule of completion to be required in fulfilling the request, within ten (10) working days from initial request submitted by POSCO
Energy. Such assessment shall include a proposed milestone based estimated fee structure for the required activity. 
 Step 3. POSCO Energy
reviews FCE’s assessment on time and material with completion schedule and provide a written approval to FCE. 
 Step 4. FCE initiates its
activity requested by POSCO Energy. 
 Step 5. FCE shall bill POSCO Energy based upon the schedule of the estimated fee structure agreed to in
Step 2. When each milestone is met, FCE shall provide a detailed invoice including actual labor performed and materials used. POSCO Energy shall remit funds within 30 days of the detailed invoice receipt. 

C.2.1 Travel Expenses 
 Documented travel and
living expenses for FCE personnel during visits to POSCO Energy/POSCO Affiliate facilities in Korea or other locations, when carried out pursuant to Integrated Global Supply Plan or at the request of POSCO Energy or POSCO Affiliate, shall be borne
by POSCO Energy or POSCO Affiliate, and, if paid by FCE, shall be reimbursed to FCE. The parties agree to follow the payment standard for traveling expenses by FCE’s employees as shown in Attachment 1. Invoices from FCE to POSCO Energy/POSCO
Affiliates shall be issued to POSCO Energy. 







 C.3 Quality Plans 
 Current quality methodologies for repeating component manufacturing and material supply management will be transferred. Both parties will work together to develop and exchange future improved quality
assurance methodologies for repeating component manufacturing and supply chain management. 
 C.4 Quality Audits 

For three (3) years from the operational date of the new facility, to ensure that POSCO Energy is working in accordance to FCE’s
specifications, upon mutual agreement as to reasonable time and condition, FCE may inspect: (1) POSCO Energy’s repeating components during their manufacture, including repeating component manufacturing, inspection, transportation and
storage; (2) POSCO Energy’s training records of personnel involved in manufacturing and storing the fuel-cell components and products, as well as work instructions and other training material developed by POSCO Energy for the production of
fuel-cell components; (3) POSCO Energy’s tooling and tooling documentation used to produce fuel-cell components and products; and (4) POSCO Energy’s supplier quality. 







 Section D. 
 Service Technology Transfer 
 D.1. Scope of Service Technology
Transfer 
 FCE shall transfer the FCE Know-How relating to Customer Service Technology listed in Appendix “I” of this agreement
as available to POSCO Energy/POSCO Affiliate. 
  

	D.1.1 	Method for the Technology Transfer 

  

	D.1.1.1 	Personnel 

 FCE and POSCO Energy/POSCO Affiliate
will each appoint a dedicated Program Manager to serve as the primary point of interface between POSCO Energy/POSCO Affiliate and FCE. FCE will also support the program with management and expertise gathered from its service department and related
departments to successfully execute this agreement. 
  

	D.1.1.2	Mechanism for the Transfer of Technology 


Initial FCE Know-How relating to Customer Service Technology will be transferred using a web-based portal known as *. Following the initial transfer of
the FCE Know-How, FCE will notify POSCO Energy as soon as practicable when any changes to the information have been made by FCE, and will post such modified information on the web portal for downloading by POSCO Energy/POSCO Affiliate. 

A procedure for managing changes to the POSCO Energy fleet shall be implemented and maintained by both parties mutually. FCE will notify POSCO Energy of
product or process changes that are expected to affect operation, maintenance and repair processes and analysis procedures with regard to the POSCO Energy fleet. 
  

	D.1.1.3	Training Programs 

 Both Parties agree to develop
and use OJT Programs to support the service technology transfer. FCE agrees to develop OJT programs for related to the maintaining, operating , monitoring, repairing, upgrading and evaluating Stack Modules, which shall be offered to POSCO Energy
and/or POSCO Affiliate consistent with the scope and timing of the CTTP. POSCO Energy agrees to undertake the OJT program designed by FCE, and FCE agrees to confer certified status on employees of POSCO Energy and/or POSCO Affiliate who successfully
complete the OJT. 
 D.2 Compensation for FCE’s activities beyond initial Service Technology Transfer In the occasion POSCO Energy requires
FCE’s labor for transferring information beyond currently available material, including but not limited to training, documentation of undocumented information, meetings, communications (verbal or written), technical experiments and activities,
POSCO Energy shall initiate Service request process by following the steps below. 
  

	*	Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment.









 Step 1. POSCO Energy requests FCE’s support or labor by submitting a written communication to FCE
counterpart arranged in the joint team of each information transfer activity. 
 Step 2. FCE provides assessment of time and material with the
schedule of completion to be required in fulfilling the request, within ten (10) working days from initial request submitted by POSCO Energy. Such assessment shall include a proposed milestone based estimated fee structure for the required
activity. 
 Step 3. POSCO Energy reviews FCE’s assessment on time and material with completion schedule and provide a written approval to
FCE. 
 Step 4. FCE initiates its activity requested by POSCO Energy. 
 Step 5. FCE shall bill POSCO Energy based upon the schedule of the estimated fee structure agreed to in Step 2. When each milestone is met, FCE shall provide a detailed invoice including actual labor
performed and materials used. POSCO Energy shall remit funds within 30 days of the detailed invoice receipt. 
  

	D.2.1 	Travel Expenses 

 Documented travel and living
expenses for FCE personnel during visits to POSCO Energy/POSCO Affiliate facilities in Korea or other locations, when carried out pursuant to the Service Technology Transfer or at the request of POSCO Energy or POSCO Affiliate, shall be borne by
POSCO Energy or POSCO Affiliate, and, if paid by FCE, shall be reimbursed to FCE by POSCO Energy. The parties agree to follow the payment standard for traveling expenses by FCE’s employees as shown in Attachment 1. Invoices from FCE to POSCO
Energy/POSCO Affiliates shall be issued to POSCO Energy. 







 List of Appendices, Tables and Attachments 

LIST OF APPENDICES 
  

			
	Appendix “A”	  	Repeating Component Manufacturing Facility Program Schedule
		
	Appendix “B”	  	Repeating Component Manufacturing Process Information to be transferred by CTTP
		
	Appendix “C”	  	Repeating Component Manufacturing Facility Design Basis
		
	Appendix “D”	  	Repeating Component Manufacturing Facility Roles and Responsibilities Matrix
		
	Appendix “E”	  	Repeating Component Manufacturing Facility Sample Organization Structure
		
	Appendix “F”	  	Repeating Component Manufacturing Facility Capital Equipment Procurement Strategy
		
	Appendix “G”	  	Repeating Component Manufacturing Facility Program Milestones and Deliverables
		
	Appendix “H”	  	Integrated Global Supply Chain Strategy
		
	Appendix “I”	  	Customer Service related Information to be Transferred by CTTP

 LIST OF ATTACHMENTS 
  

			
	Attachment 1	  	Payment Standard for Traveling Expenses by FCE’s Employees
		
	Attachment 2	  	FCE Standard Service Labor Rate
		
	Attachment 3	  	Formal Process for Request and Approval of Technology Changes (4-Step Process)

 LIST OF TABLES 
  

			
	Table 1	  	FCE Post Test Procedures
		
	Annex A	  	Other Available Documents
		
	Annex B	  	Examples of expected training Topic








 Appendix “A” 
 Target CTTP Schedule 
  

																																																																									
	 	  	Year 1 - 2013	  	Year 2 - 2014	  	Year 3 - 2015
	 	  	1	  	2	  	3	  	4	  	5	  	6	  	7	  	8	  	9	  	10	  	11	  	12	  	13	  	14	  	15	  	16	  	17	  	18	 	  	19	  	20	  	21	  	22	  	23	  	24	  	25	  	26	  	27	  	28	  	29	  	30	  	31	  	32	  	33	  	34	  	+
	 Techn. Transfer
	  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  				  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  	 	*	  	  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  	
	 Manufacturing Realization
	  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  				  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  	

 CTTP Milestone 1 – * 
 CTTP Milestone 2 – * 
 CTTP Milestone 3 – * 

CTTP Milestone 4 – * 

  

	*	Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment.










 Appendix “B” 
 Repeating Component Manufacturing Facility Process Information to be Transferred by CTTP 
  

			
	 Document Type
	  	 Description

	*	  	*


  

	*	Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment.










 Appendix “C” 
 Repeating Component Manufacturing Facility Design Basis 
 Capacity 

The facility shall provide 140MW/y of repeating component production. Initially, only 70MW/y of capital equipment shall be installed, while the building
and utilities shall be built for 140MW/y. 
 Site 
 The facility shall be contiguous to the south side of the current Module Production Facility so repeating components can be moved directly into Final Assembly. Appropriate space will be left outside the
building for the necessary parking and logistical traffic, and space will be allowed within the facility to permit warehousing the required level of raw materials for repeating components and transfer of non-repeating components to the Module
Production Facility. It is expected that most warehousing will be provided at another facility on the campus. 
 The building dimensions shall
be approximately 120m wide by 138m long. 
 Space must be planned for bulk gasses required by the manufacturing equipment. 

Process Improvements 
 *


  

	*	Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment.










 APPENDIX “D” 
 RC Component Manufacturing Facility Realization Program Roles and Responsibility 
  

					
	 Phases and Tasks
	  	FCE	  	PE
	 *
	  	*	  	*


  

	*	Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment. The
information omitted herein consisted of 2 pages of confidential information. 









 Appendix “E” 
 Repeating Component Manufacturing Facility Sample Organization Structure 
  

	*	


  

	*	Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment.










 Appendix “F” 
 Capital Equipment Procurement Strategy 
  

	*	


  

	*	Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment. The
information omitted herein consisted of 4 pages of confidential information. 









 Appendix “G” 
 Repeating Components Manufacturing Facility Program Milestones and Deliverables 

* 

  

	*	Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment.










 Appendix “H” 
 Integrated Global Supply Chain Strategy 
 * 

  

	*	Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment. The
information omitted herein consisted of 2 pages of confidential information. 









 Appendix “I” 
 Service Technology to be Transferred by CTTP 
  

			
	 Technology and
Know-how
	  	 Description

	*	  	*


  

	*	Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment.










 Table 1, FCE Post Test Procedures 
 * 

  

	*	Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment.










 Annex A, Other Available Documents and Documents that could be developed under Section 4

 * 

  

	*	Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment.










 Annex B, Examples of expected training Topic 

* 

  

	*	Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment.










 Attachment 1, Payment Standard for Traveling Expenses by FCE’s Personnel

 1. SCOPE 
 The present standard
shall apply to the standard for traveling expenses by officers or employees of FuelCell Energy, Inc. (“FCE”) for the purposes of transfer of fuel cell stack module assembly technology or construction of manufacturing plant in Korea at
POSCO Energy or POSCO Affiliate’s request. 
 2. PAYMENT STANDARD 

 

	 	1)	Transportation, food, and lodging expenses shall be paid for the traveling personnel except for the amount corresponding to purposes other than the affairs involving
POSCO Energy or POSCO Affiliate. 

  

	 	2)	Transportation expenses shall mean airfare in principle, but in the event no airlines in Korea or other reasons not permitting air travel exist, railroad, automobile,
or passage fare will be paid for the traveling personnel. 

  

	 	3)	The standard payment rate for transportation expenses shall follow Schedule A. 


 

	 	4)	Traveling personnel’s food and lodging expenses shall be paid by the number of days spent for the business trip in case of food expenses and the number of days
requiring lodging in case of lodging expenses in accordance with Schedule B. In the case of business trip by air travel, however, lodging and food expenses shall be paid only in the cases requiring lodging due to events beyond one’s control.


  

	 	5)	Food and lodging expenses as specified in Schedule B shall be paid as much as the actual expenses within the range specified in Schedule B for Officers, and as a fixed
per diem amount for all employees as shown. Receipts or proof of expenses must be produced for the reimbursement. 

  

	 	6)	Officers shall mean the employees whose title is Vice President or higher at FCE 

 Schedule A: Transportation Expenses 
 (Unit : US$) 

 

							
	 Item
	  	Airfare	  	Railroad / Auto / Passage Fare
	  	Domestic	  	International	  
	 Officer
	  	Business Class	  	Business Class	  	Actual Expense
	 Employee
	  	Economy Class	  	Business Class	  	

  

	Note) 1)	In the event that no reservation for the designated class above can be made, the designated class can be changed to higher or lower class. 


Schedule B: Traveling Expenses 
 (Unit : US$) 
  

					
	 Item
	  	 Food Expenses (Actual Expense)
	  	 Lodging (Actual Expenses)

	 Officer
	  	Actual Expense	  	 Actual Expense
 (Standard
Room)

	 Employee
	  	80 Per Diem	  	140

  

	Note)	Food and lodging expenses for the employees shall be paid as much as the actual expenses/ Pier Diem within the limit shown above (receipt or proof of expenses is
required). 

 3. PAYMENT METHOD 
 1) Transportation expenses and traveling expenses shall be calculated in units of one month in principle, and FCE shall bill POSCO Energy or POSCO Affiliate for the expenses. 

2) “POSCO Energy or POSCO Affiliate” shall write up and send to FCE the statement of payment based on the bill sent by FCE and directly pay the
corresponding amount in US dollars along with the statement of payment by applying the first basic rate of foreign exchange (USD) as of the date the bill is paid. 
  

	 	•	 	 Payment Date : 30 days within the date on the bill issued by FCE if there are no debatable issues 



 

	 	•	 	 Payment Method : wire transfer to a bank account designated by FCE 









 Attachment 2 
 FCE Standard Labor Rates 
  

					
	 Labor Category
	  	Rate,$/hour	 
	 Engineer - Product/Manufacturing
	  			
	 Hourly Rate
	  	 	*	  
	 Service Team Leader
	  			
	 Hourly Rate
	  	 	*	  
	 Technician - MFG or Service
	  			
	 Hourly Rate
	  	 	*	  
	 Advanced Technology/R&D
	  			
	 Hourly Rate
	  	 	*	  
	 Project, Construction, or Customer Manager
	  			
	 Hourly Rate
	  	 	*	  

 If overtime is required in support of specific tasks, as pre agreed to by Posco Energy, rates will have
to be increased and paid in adherence to Connecticut labor laws. Which is essentially 150% over 40 hours in a given week and 200% for any hours worked on a holiday. 

  

	*	Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment.










 Attachment 3 
 Request and Approval of Technology Changes (4-Step Process) 
 *


  

	*	Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment. The
information omitted herein consisted of 4 pages of confidential information. 









 EXHIBIT B 
 U.S. DOE APPROVAL 
  
 



 







  
 



 







  
 



 







  
 



 







  
 



 







  
 



 







  
 



 







  
 



 







 



 







 



 







 



 







 



 







 EXHIBIT C 
 LIST OF FCE PATENTS 
 I. U.S. Patents Held by FCE 

 

																	
	 	  	 Title
	  	Inventor(s)	  	Status	 	  	Application No.	 	  	Patent No.	 
						
	1	  	Improved anode structure for molten carbonate fuel cell	  	A. Hilmi
 C. Yuh

M. Farooque
	  	 	Patented	  	  	 	11538922	  	  	 	8,062,779	  
						
	2	  	Anode with Ceramic Additives for Molten Carbonate Fuel Cell	  	Hilmi, Abdelkader
Yuh, Chao-Yi
Farooque,
Mohammad	  	 	Patented	  	  	 	12054997	  	  	 	8,163,437	  
						
	3	  	Fuel Cell Anode and Fuel Cell	  	Doyon J	  	 	Patented	  	  	 	8336870	  	  	 	5,558,948	  
						
	4	  	Dual-Porosity Ribbed Fuel Cell Cathode	  	R. Johnsen,
 C. Yuh and

M. Alexander
	  	 	Patented	  	  	 	10226450	  	  	 	6,890,679	  
						
	5	  	Continuous Method for Manufacture of Uniform Size Flake or Powder	  	J. Doyon and
 T. Lucas
	  	 	Patented	  	  	 	10171148	  	  	 	6,884,269	  
						
	6	  	Continuous Method and Apparatus for Manufacture of Uniform Size Flake or Powder	  	J. Doyon and
 T. Lucas
	  	 	Patented	  	  	 	10835786	  	  	 	7,060,219	  
						
	7	  	Electrolyte Matrix for Molten Carbonate Fuel Cells	  	Huang C
 Yuh C
	  	 	Patented	  	  	 	766518	  	  	 	5,869,203	  
						
	8	  	Method of Making Matrix for Carbonate Fuel Cells	  	C. Huang,
 C. Yuh, J. Doyon
	  	 	Patented	  	  	 	9135811	  	  	 	5,997,794	  
						
	9	  	Bipolar separator plate for use in a fuel cell assembly and for preventing poisoning of reforming catalyst	  	C. Yuh	  	 	Patented	  	  	 	12016564	  	  	 	7,985,512	  
						
	10	  	Process for preparing a separator plate for a melt carbonate fuel cell and separator plate prepared according to this process	  	Nitschke, Felix |
Wind, Jorg |
Huber, Heinz	  	 	Patented	  	  	 	695860	  	  	 	5,698,337	  
						
	11	  	Bipolar Separator	  	Farooque M
Doyon J D
Primerano T	  	 	Patented	  	  	 	8725286	  	  	 	5,773,161	  
						
	12	  	Bipolar Separator for Use in a Fuel Cell Assembly	  	M. Farooque, M.
Primerano, C. Yuh	  	 	Patented	  	  	 	9135737	  	  	 	6,159,627	  
						
	13	  	Bipolar Separator Plate with Improved Wet Seals	  	C. Yuh, J. Li, M.
Primerano, and T.
Lucas	  	 	Patented	  	  	 	9451132	  	  	 	6,372,374	  









															
						
	14	  	Method of Coating a Support Plate and Fuel Cell Provided with Such a Support Plate	  	R.C. Makkus
 E. Bullock
A.H.H. Janssen

Y. Denos
 M. Cassier
	  	Patented	  	 	9807025	  	  	 	6,761,927	  
						
	15	  	Fuel Cell Plate Structure Having Baffles in Wet Seal Area	  	Z. Ma
 C. Yuh
 D. Kelley
 M. Farooque
 W. Beesley
	  	Patented	  	 	11396151	  	  	 	7,740,988	  
						
	16	  	Cathode Side Hardware for Carbonate Fuel Cells	  	G. Xu
 C. Yuh
 M. Farooque
	  	Patented	  	 	10867975	  	  	 	7,914,946	  
						
	17	  	Cathode Side Hardware for Carbonate Fuel Cells	  	G. Xu
 C. Yuh
	  	Patented	  	 	11137018	  	  	 	7,919,214	  
						
	18	  	Fuel Cell Assembly and Method of Making Same	  	Correa, Salvador
E. Lucas, Thomas
M. Novacco,
Lawrence J.	  	Patented	  	 	11746911	  	  	 	8,137,741	  
						
	19	  	Sol-gel Coated Cathode Side Hardware for Carbonate Fuel Cells	  	C. Huang and J. Li	  	Patented	  	 	9848023	  	  	 	6,645,657	  
						
	20	  	Method of Manufacturing an Electrochemical Cell	  	Sitters, Eric
Franciscus Van Heuveln,

Frederik Hendrik
	  	Patented	  	 	793846	  	  	 	5,885,309	  
						
	21	  	Inactive end cell assembly for fuel cells for improved electrolyte management and electrical contact	  	C. Yuh,
 R. Johnsen and

M. Farooque
	  	Patented	  	 	10407544	  	  	 	7,201,985	  
						
	22	  	Internal Reforming Fuel Cell Assembly With Simplified Fuel Feed	  	M. Farooque, L.J.
Novacco, J.P.
Allen	  	Patented	  	 	9251196	  	  	 	6,200,696	  
						
	23	  	High performance internal reforming unit for high temperature fuel cells	  	Z. Ma
 R. Venkataraman

L. Novacco
	  	Patented	  	 	11030747	  	  	 	7,431,746	  
						
	24	  	Flexible Fuel Cell Gas Manifold System	  	M. Cramer;
 J. Shah;

R. Hayes and
 D. Kelley
	  	Patented	  	 	10264866	  	  	 	6,887,611	  
						
	25	  	Retention System for Fuel Cell Stack Manifolds	  	S. Blanchet,
 M. Cramer and

R. Zepko
	  	Patented	  	 	9636452	  	  	 	6,461,756	  
						
	26	  	Fuel Cell End Unit with Integrated Heat Exchanger	  	S. Blanchet
 P. Patel
	  	Patented	  	 	10329182	  	  	 	7,070,874	  
						
	27	  	Fuel Cell End Unit with Integrated Heat Exchanger	  	S. Blanchet
 P. Patel
	  	Patented	  	 	11436748	  	  	 	7,393,605	  
						
	28	  	Fuel Cell Stack Compressive Loading System	  	S. Blanchet	  	Patented	  	 	10329116	  	  	 	6,797,425	  
						
	29	  	Fuel Cell Stack Compression System	  	S. Blanchet, M.
Cramer and R.
Hayes	  	Patented	  	 	9651921	  	  	 	6,413,665	  









															
	30	  	Fuel Cell System with Mixer/Eductor	  	S. Blanchet and
P. Patel	  	Patented	  	 	10187495	  	  	 	6,902,840	  
						
	31	  	Wet-Seal Caulk for Carbonate Fuel Cell	  	D. Kelley
 C. Yuh
 M. Farooque
	  	Patented	  	 	11396154	  	  	 	8,057,955	  
						
	32	  	Fibrous ceramic material and method for making same	  	C. Yuh
 D. Kelley
 N. Jalani
	  	Patented	  	 	12233427	  	  	 	8,088,697	  
						
	33	  	Manifold gasket accommodating differential movement of fuel cell stack	  	D. Kelley
 M. Farooque
	  	Patented	  	 	11022977	  	  	 	7,294,427	  
						
	34	  	Ultra-Smooth Dielectric Members for Liquid Electrolyte Fuel Cells	  	Li J
 Maru H
	  	Patented	  	 	9736549	  	  	 	6,514,636	  
						
	35	  	Fuel cell system including a unit for electrical isolation of a fuel cell stack from a manifold assembly and method therefor	  	M. Farooque
 D. Kelley

K. Davis
	  	Patented	  	 	11020593	  	  	 	7,276,304	  
						
	36	  	Dielectric frame assembly and fuel cell manifold	  	E. Hansell
 K. Dickson

M. Farooque
 D. Kelley

P. Gilbert
	  	Patented	  	 	11020592	  	  	 	7,494,736	  
						
	37	  	Modular Fuel-Cell Stack Assembly	  	W. Urko and
P.Patel	  	Patented	  	 	10916235	  	  	 	7,323,270	  
						
	38	  	Modular Fuel-Cell Stack Assembly	  	P. Patel	  	Patented	  	 	11970411	  	  	 	7,754,393	  
						
	39	  	High-lithium electrolyte for use in molten carbonate fuel cells and method for making same	  	A. Hilmi
 C. Yuh
 M. Farooque
	  	Patented	  	 	11130378	  	  	 	7,524,576	  
						
	40	  	Carbonate Fuel Cell and Components Thereof for In-Situ Delayed Addition of Carbonate Electrolyte	  	R. Johnsen
C.Yuh M. Farooque
	  	Patented	  	 	11139758	  	  	 	7,939,219	  
						
	41	  	Method for producing plate-shaped components or combinations of components	  	De Rooij, Robert
Nammensma,
Pieter	  	Patented	  	 	9194360	  	  	 	6,217,812	  
						
	42	  	Carbonate Fuel Cell Matrix	  	M. Farooque
 C. Yuh
	  	Patented	  	 	8319269	  	  	 	5,580,673	  
						
	43	  	Carbonate Fuel Cell with Direct Recycle of Anode Exhaust to Cathode	  	Bernard R M.	  	Patented	  	 	8237675	  	  	 	5,422,195	  
						
	44	  	Fuel Cell Sub-Assembly with a Plurality of Dimples	  	J. Allen	  	Patented	  	 	8698439	  	  	 	5,795,665	  
						
	45	  	Catalyst Assembly for Internal Reforming Fuel Cell	  	M. Farooque
 P. Patel

J. Allen
	  	Patented	  	 	8667980	  	  	 	5,660,941	  
						
	46	  	Catalyst and/or Electrolyte Loaded Plate and Method of Making Same	  	C. Haung, C.
Yuh, M.
Farooque	  	Patented	  	 	10361393	  	  	 	6,942,943	  









															
	47	  	Electrolyte Creepage Barrier for Liquid Electolyte Fuel Cells	  	J. Li, M. Farooque,
C. Yuh	  	Patented	  	 	10405569	  	  	 	7,320,838	  
						
	48	  	Manifold and Sealing Assembly for Fuel Cell Stack	  	D. Kelley and R.
Hayes	  	Patented	  	 	9797021	  	  	 	6,531,237	  
						
	49	  	Corrugated Current Collector for Direct Internal Reforming Fuel Cells	  	S. Blanchet, L.
Novacco and J.
Doyon	  	Patented	  	 	9891690	  	  	 	6,492,045	  
						
	50	  	Anode Support for Carbonate Fuel Cells	  	C. Yuh and J. Li	  	Patented	  	 	10028599	  	  	 	6,719,946	  
						
	51	  	Compliant Manifold Gasket	  	M. Farooque
 C. Yuh

M. Cramer
 D. Kelley
	  	Patented	  	 	10627035	  	  	 	6,964,825	  
						
	52	  	Reforming Catalyst and Method and Apparatus for Making and Loading Same	  	S. Katikaneni
 S. Correa

E. Gladke
	  	Patented	  	 	11280633	  	  	 	7,655,196	  
						
	53	  	In-Situ Removal of Electrolyte from Gas Oxidizer	  	S. Katikaneni
 M. Farooque
	  	Patented	  	 	11022914	  	  	 	7,381,487	  
						
	54	  	Reactant Flow Arrangement of a Power System of Several Internal Reforming Fuel Cell Stacks	  	N. J. J. Dekker
 R. G. Fellows
	  	Patented	  	 	9297835	  	  	 	6,344,289	  
						
	55	  	Flow Control Assembly for Use with Fuel Cell Systems Operating on Fuels with Varying Fuel Composition	  	J. Daly
 F. Jahnke
 S. Koehler
	  	Patented	  	 	11931746	  	  	 	8,062,804	  
						
	56	  	Gasket for Molten Carbonate Fuel Cell	  	Farooque,
Mohammad Allen,
Jeff	  	Patented	  	 	7570034	  	  	 	5,110,692	  
						
	57	  	High-Efficiency Dual-Stack Molten Carbonate Fuel Cell System	  	F. Jahnke
 M. Farooque

H. Ghezel-Ayagh
	  	Patented	  	 	13275524	  	  	 	8,236,458	  
						
	58	  	Catalyst assembly for use in anode gas oxidizing systems of high temperature fuel cells	  	S. Blanchet
 S. Katikaneni
	  	Patented	  	 	11195146	  	  	 	7,678,483	  
						
	59	  	Control assembly for controlling a fuel cell system during shutdown and restart	  	R. Venkataraman
M. Farooque G. Carlson

G. Berntsen
 D. Beachy

S. Peterhans
 M. Bischoff
	  	Patented	  	 	11202010	  	  	 	7,736,777	  
						
	60	  	Low Flow Bypass	  	K. Arneson
 F. Jahnke

G. Berntsen
	  	Patented	  	 	11404551	  	  	 	7,939,215	  
						
	61	  	Fuel Cell System with Recycle of Anode Exhaust Gas	  	F. Jahnke
 S. Parab
	  	Patented	  	 	10439132	  	  	 	7,060,382	  
						
	62	  	Fuel Cell Assembly Using Multiple Fuel Cell Stacks and Control Method Therefor	  	G. Berntsen
 J. Doyon
	  	Patented	  	 	11430107	  	  	 	7,800,340	  









															
						
	63	  	Carbonate Fuel Cell System with Thermally Integrated Gasification	  	Steinfeld G
Meyers S J Lee A
	  	Patented	  	 	8368430	  	  	 	5,554,453	  
						
	64	  	Metal-Ceramic Joint Assembly	  	J. Li	  	Patented	  	 	9292440	  	  	 	6,410,161	  
						
	65	  	Assembly for and Method of Housing an Object, Such as Fuel Cell Balance of Plant Equipment, for Transport to and Storage at a User Location	  	K. Arneson
 L. Ernst Jr.

A. Durante
 G. Chenot
	  	Patented	  	 	11409873	  	  	 	7,556,472	  
						
	66	  	High-Capacity Sulfur Adsorbent Bed and Gas Desulfurization Method	  	S. Katikaneni
 S. Parab
	  	Patented	  	 	10628653	  	  	 	7,063,732	  
						
	67	  	Method and system for recovering high power output operation of high temperature fuel cells using a rapid load recovery procedure	  	J. Daly
 W. Livingood

R. Venkataraman
M. Farooque
	  	Patented	  	 	11475475	  	  	 	8,202,661	  

 II. U.S. Applications Held by FCE 

 

											
	 	  	 Title
	  	Inventor(s)	  	Status	  	Application No.	 
	1	  	Molten carbonate fuel cell cathode with mixed oxide coating	  	Hilmi, Abdelkader
Yuh, Chao-Yi	  	Pending	  	 	10755483	  
					
	2	  	Coated Support Material for Use in Fabricating a Fuel Cell Matrix and Method of Forming Same Using Alkaline Precursors	  	Xu, Gengfu Yuh,
Chao-Yi	  	Pending	  	 	11462810	  
					
	3	  	Fuel Cell Assembly and Method of Making Same	  	S. Correa
 T. Lucas

L. Novacco
	  	Pending	  	 	13424028	  
					
	4	  	Internal Reforming Fuel Cell Assembly with External Manifold and Selective Catalyst Loading for Staging Fuel Supply Within High Temperature Fuel Cell Stack	  	Z. Ma
 M. Farooque
 R. Venkataraman
	  	Pending	  	 	12720328	  
					
	5	  	Modular Fuel Cell Stack Assembly Including Anode Gas Oxidizer and Integrated External Manifolds for Use in Fuel Cell Stack Modules	  	Z. Ma
 M. Farooque
 R. Venkataraman
 M. Cramer
 A. Barlow
	  	Pending	  	 	12996437	  
					
	6	  	Flow Distribution Control Baffle Plate For Fuel Cells	  	J. McInerney
 L. Ernst

M. Farooque
 E. Hansell

D. Nedu
 K. Davis

W. Snyder
 M. Quantannens
	  	Pending	  	 	13016519	  









											
	7	  	Method and manufacturing assembly for sintering fuel cell electrodes and impregnating porous electrodes with electrolyte powders by induction heating for mass production	  	T. Lucas
 W. Zhu
 T. Vailionis
	  	Pending	  	 	13198600	  
					
	8	  	High Performance Electrolyte For Molten Carbonate Cells	  	A. Hilmi
 C. Yuh
 M. Farooque
	  	Pending	  	 	12840736	  
					
	9	  	Bipolar Separator Assembly For Fuel Cells And Method Of Making Same	  	W. Morris
 L. Novacco

M. Primerano
	  	Pending	  	 	13150838	  
					
	10	  	Gas flow control assembly for use with fuel cell systems operating on fuels with varying fuel composition	  	R. Venkataraman
G. Berntsen G. L. Carlson

F. C. Jahnke
 A. J. Leo
	  	Pending	  	 	11089799	  
					
	11	  	On-line Monitoring Assembly for Detection of Sulfur Breakthrough in a Desulfurizer Assembly and Sulfur Breakthrough Detection Method	  	S. P. Kaitikaneni
J. M. Daly	  	Pending	  	 	11782989	  
					
	12	  	Water recovery assembly for use in high temperature fuel cell systems	  	F. C. Jahnke
 J. M. Daly

A. J. Leo
	  	Pending	  	 	11971663	  
					
	13	  	Water Recovery Assembly for Transferring Water from Fuel Cell Cathode Exhaust	  	F. C. Jahnke
 J. M. Daly
	  	Pending	  	 	12042231	  
					
	14	  	Fuel Humidifier Assembly for Use in High Temperature Fuel Cell Systems	  	F. C. Jahnke
 J. M. Daly

M. A. Lilback
	  	Pending	  	 	12393623	  
					
	15	  	Fuel Cell with Electrical Short Circuit Prevention Means	  	C. Yuh
 M. Farooque

A. Hilmi
 R. Johnsen

G. Xu
	  	Pending	  	 	12424196	  
					
	16	  	Fuel Cell System Manifold Seal	  	G. DiCostanzo
D. Kelley L. Ernst, JR.
	  	Pending	  	 	12608175	  
					
	17	  	Sulfur Breakthrough Detection Assembly for use in a Fuel Utilization System and Sulfur Breakthrough Detection Method	  	J. M. Daly	  	Pending	  	 	12951679	  
					
	18	  	Pre-Processing Assembly for Pre-Processing Fuel Feedstocks for use in a Fuel Cell System	  	S. Katikaneni
 J. M. Daly

M. Farooque
	  	Pending	  	 	13006959	  








 III. Non-U.S. Patents and Applications Held by FCE 

 

									
	  	 	 Title
	  	Inventor(s)	  	Country	  	Application No. /
Publication No. / Patent
No.
	1	 	Improved anode structure for molten carbonate fuel cell	  	A. Hilmi
 C. Yuh
 M. Farooque
	  	KR
EP	  	2009-7009153
7843653.2
					
	2	 	Fuel Cell Anode and Fuel Cell	  	Doyon J	  	DE	  	69514317.4
					
	3	 	Molten carbonate fuel cell cathode with mixed oxide coating	  	Hilmi,
Abdelkader
Yuh, Chao-Yi	  	KR	  	772237
					
	4	 	Continuous Method for Manufacture of Uniform Size Flake or Powder	  	J. Doyon and
 T. Lucas
	  	JP
EP
IN	  	2005-529737
2792529.6
3516/DELNP/2004
					
	5	 	Method of Making Matrix for Carbonate Fuel Cells	  	C. Huang
 C. Yuh,
 J. Doyon
	  	FR
DE
UK
IN	  	1109759
69941218.8-08 05/31/38

237851

					
	6	 	Coated Support Material for Use in Fabricating a Fuel Cell Matrix and Method of Forming Same Using Alkaline Precursors	  	Xu, Gengfu
Yuh, Chao-Yi	  	KR	  	2009-0035584
					
	7	 	Bipolar separator plate for use in a fuel cell assembly and for preventing poisoning of reforming catalyst	  	C. Yuh	  	KR	  	2008-0109024
(1118884)
					
	8	 	Bipolar Separator	  	Farooque M
Doyon J D
Primerano T	  	CN	  	ZL97198477.8
					
	9	 	Bipolar Separator Plate with Improved Wet Seals	  	C. Yuh, J. Li, M.
Primerano, and
T. Lucas	  	CN
DE	  	1188925
60017604.5-08
					
	10	 	Fuel Cell Plate Structure Having Baffles in Wet Seal Area	  	Z. Ma
 C. Yuh
 D. Kelley
 M. Farooque
 W. Beesley
	  	KR
EP	  	2008-0109056 (1137055)
7756434.2
					
	11	 	Cathode Side Hardware for Carbonate Fuel Cells	  	G. Xu
 C. Yuh
 M. Farooque
	  	JP
KR
EP	  	2008-503058
2007-7000786
5757500.3
					
	12	 	Fuel Cell Assembly and Method of Making Same	  	Correa, Salvador
E. Lucas,
Thomas M.
Novacco,
Lawrence J.	  	JP
KR
IN
EP	  	2010-507645
2009/7025370
52/2006
8747841.8
					
	13	 	Inactive end cell assembly for fuel cells for improved electrolyte management and electrical contact	  	C. Yuh,
 R. Johnsen and
M. Farooque
	  	DE
JP	  	60330054
 4555225










									
					
	14	  	Internal Reforming Fuel Cell Assembly With Simplified Fuel Feed	  	M. Farooque,
 L.J. Novacco,

J.P. Allen
	  	DE	  	69910624.9-08
					
	15	  	High performance internal reforming unit for high temperature fuel cells	  	Z. Ma
 R. Venkataraman

L. Novacco
	  	JP
KR
EP	  	 2008-522942

2007-7015329
 5851286.4

					
	16	  	Flexible Fuel Cell Gas Manifold System	  	M. Cramer;
 J. Shah;

R. Hayes and
 D. Kelley
	  	CN
JP
EP	  	 1237642
 4317132

1554767

					
	17	  	Retention System for Fuel Cell Stack Manifolds	  	S. Blanchet, M.
 Cramer and R.

Zepko
	  	DE
IN
JP
CN	  	 60140371.1-08

196113
 3736765

ZL01813533.1

					
	18	  	Fuel Cell End Unit with Integrated Heat Exchanger	  	S. Blanchet
 P. Patel
	  	CN
JP
EP	  	 100524919

2006-512731 (JP4669917)

03814642.9-2119

					
	19	  	Fuel Cell Stack Compressive Loading System	  	S. Blanchet	  	CN
JP
EP
DE	  	 ZL03825719.X

4153491
 1590846

60326650.0-08

					
	20	  	Fuel Cell Stack Compression System	  	S. Blanchet, M.
Cramer and R.
Hayes	  	CN
JP
CN
IN
DE	  	 1222067
 2004-508671

ZL01814724.0
 196112

1316124

					
	21	  	Fuel Cell System with Mixer/Eductor	  	S. Blanchet and
P. Patel	  	CN
JP
IN	  	 1332467
 4146427

4060/DELNP/2004

					
	22	  	Wet-Seal Caulk for Carbonate Fuel Cell	  	D. Kelley
 C. Yuh
 M. Farooque
	  	KR  

EP
	  	 2008-0106472 (1111021)
  

7710141.8

					
	23	  	Fibrous ceramic material and method for making same	  	C. Yuh
 D. Kelley
 N. Jalani
	  	KR  

EP
	  	 2011-7008795
  

9815040.2

					
	24	  	Manifold gasket accommodating differential movement of fuel cell stack	  	D. Kelley
 M. Farooque
	  	JP
KR
EP	  	 2008-525963

2007-7017280
 5848515.2

					
	25	  	Ultra-Smooth Dielectric Members for Liquid Electrolyte Fuel Cells	  	Li J
 Maru H
	  	DE
CN
IN	  	 60140271

ZL01820569.0

216427










									
					
	26	  	Fuel cell system including a unit for electrical isolation of a fuel cell stack from a manifold assembly and method therefor	  	M. Farooque
 D. Kelley

K. Davis
	  	JP
KR
DE	  	2008-525970
 2007-0091032

1839355

					
	27	  	Dielectric frame assembly and fuel cell manifold	  	E. Hansell
 K. Dickson

M. Farooque
 D. Kelley

P. Gilbert
	  	JP
KR
EP	  	2008-530723
 2007-7016672
5825071.3

					
	28	  	Modular Fuel-Cell Stack Assembly	  	W. Urko and
 P. Patel
	  	JP
KR
IN
EP	  	2008-510277
 2007-7005400

87/DELNP/2007
5791109.1

					
	29	  	High-lithium electrolyte for use in molten carbonate fuel cells and method for making same	  	A. Hilmi
 C. Yuh

M. Farooque
	  	IN	  	6968/DELNP/2007
	  	  	  	KR	  	2007-7029301
					
	30	  	Carbonate Fuel Cell and Components Thereof for In-Situ Delayed Addition of Carbonate Electrolyte	  	R. Johnsen
 C. Yuh
 M. Farooque
	  	KR	  	2007/7030556
					
	31	  	Method for producing plate-shaped components or combinations of components	  	De Rooij, Robert
Nammensma,
Pieter	  	JP
EP	  	3974183
 914684

					
	32	  	Carbonate Fuel Cell Matrix	  	M. Farooque
 C. Yuh
	  	EP
JP	  	69525413.8
2947739
					
	33	  	Catalyst Assembly for Internal Reforming Fuel Cell	  	M. Farooque
 P. Patel

J. Allen
	  	DE	  	69737564
					
	34	  	Catalyst and/or Electrolyte Loaded Plate and Method of Making Same	  	C. Haung, C.
Yuh, M.
Farooque	  	IN	  	3145/DELNP/2005
					
	35	  	Manifold and Sealing Assembly for Fuel Cell Stack	  	D. Kelley and R.
Hayes	  	DE
CN
IN	  	60237511.8-08
ZL03805813.X
4318667
(786/MUMNP/2003)
					
	36	  	Anode Support for Carbonate Fuel Cells	  	C. Yuh and J. Li	  	DE
IN	  	60211558.2-08
 01319/DELNP/2004

					
	37	  	Compliant Manifold Gasket	  	M. Farooque
 C. Yuh

M. Cramer
 D. Kelley
	  	KR
EP	  	770810
 4801843.6

					
	38	  	Reforming Catalyst and Method and Apparatus for Making and Loading Same	  	S. Katikaneni
 S. Correa

E. Gladke
	  	IN  

KR
	  	3128/DELNP/2008  
 2008/7014532










									
					
	 39
	  	Reactant Flow Arrangement of a Power System of Several Internal Reforming Fuel Cell Stacks	  	N. J. J. Dekker
R. G. Fellows	  	DE
KR	  	947022
 997004235

					
	40	  	Flow Control Assembly for Use with Fuel Cell Systems Operating on Fuels with Varying Fuel Composition	  	J. Daly
 F. Jahnke
 S. Koehler
	  	IN	  	6804/DELNP/2007
					
	41	  	Gasket for Molten Carbonate Fuel Cell	  	Farooque,
Mohammad
Allen, Jeff	  	EP
DE	  	472152
P69109971.5
					
	42	  	Connection Assembly for Promoting Electrical Isolation	  	S. Blanchet
 D. Kelly

M. Farooque
 R. Way
	  	KR	  	2006-7004986
(820997)
					
	43	  	Compliant Member for Wet Seal	  	Yuh, Chao-Yi |
Cramer,
Michael |
Farooque,
Mohammad |
Kelley, Dana |
Begley, Chris	  	KR	  	2006-7003077
(771321)
					
	44	  	Electrolyte Matrix for Molten Carbonate Fuel Cells with Improved Pore Size and Method of Manufacturing Same	  	Xu, Gengfu |
Yuh, Chao-Yi	  	KR
DE	  	2007-7029052
602006024569.6
					
	45	  	Mixer/Educator for High Temperature Fuel Cells	  	BLANCHET,
Scott
BARLOW,
Alan SNYDER,
William, J.
FARRENKOPF,
Dennis, R.
MOFFAT,
Robert, J.	  	KR
JP	  	2006-7016225 (842987)
2006-551051
					
	46	  	A Manifold System for Coupling Gases to or from the Face of a Fuel Cell Stack	  	N/A	  	IN	  	475/DELNP/2005
 (243645)

					
	47	  	A Dielectric Member for a Liquid Electrolyte Fuel Cell System	  	N/A	  	IN	  	832/DELNP/2003
 (222761)

					
	48	  	Fuel Reformer	  	N/A	  	IN	  	1169/DELNP/2005
 (41/2009)

					
	49	  	Online Monitoring Assembly for detection of Sulfur Breakthrough in a Desulfurizer Assembly and Sulfur Break Through Detection	  	N/A	  	IN	  	40/DELNP/2010 (32/2010)









									
					
	50	  	Internal Reforming Fuel Cell Assembly with Selectively Adjustable Direct and Indirect Internal Reforming	  	N/A	  	IN	  	4066/DELNP/2006
 (25/2007)

					
	51	  	A Fuel Cell Assembly	  	N/A	  	IN	  	950/DELNP/2005
 (25/2009)

					
	52	  	Method and System for Recovering High Power Output Operation of High Temperature Fuel Cell by Using a Rapid Load Recovery	  	N/A	  	IN	  	9762/DELNP/2008
 (12/2009)

					
	53	  	Catalyst assembly for use in anode gas oxidizing systems of high temperature fuel cells	  	S. Blanchet
 S. Katikaneni
	  	CN
KR
IN	  	101542802
 2008-0033487
600/DELNP/2008

					
	54	  	Control assembly for controlling a fuel cell system during shutdown and restart	  	R. Venkataraman
M. Farooque G. Carlson

G. Berntsen
 D. Beachy

S. Peterhans
 M. Bischoff
	  	KR	  	2008-0043821
					
	55	  	Low Flow Bypass	  	K. Arneson
 F. Jahnke

G. Berntsen
	  	KR	  	2009-0005174
					
	56	  	Fuel Cell System with Recycle of Anode Exhaust Gas	  	F. Jahnke
 S. Parab
	  	JP
KR	  	2006-525626
768973
					
	57	  	Internal Reforming Fuel Cell Assembly With Selectively Adjustable Direct and Indirect Internal Reforming	  	S. Blanchet	  	JP
KR
IN	  	2007-520868
 796111

25/2007

					
	58	  	Fuel Cell Assembly Using Multiple Fuel Cell Stacks and Control Method Therefor	  	G. Berntsen
 J. Doyon
	  	JP
KR
IN
DE	  	2009-536781

2009-0014196
9007/DELNP/2008
2038952

					
	59	  	A fuel cell system with recycle of anode exhaust gas	  	JAHNKE, Fred,
C. | PARAB,
Sanjay C.	  	JP	  	2006-501191
					
	60	  	Assembly for and Method of Housing an Object, Such as Fuel Cell Balance of Plant Equipment, for Transport to and Storage at a User Location	  	K. Arneson
 L. Ernst Jr.

A. Durante
 G. Chenot
	  	JP
KR
IN	  	2009-534278
 2008-0111448

7340/DELNP/2008

					
	61	  	Pre-Processing Assembly For Pre-Processing Fuel Feedstocks For Use In A Fuel Cell System	  	S. Katikaneni
 M. Farooque
	  	CN
JP
KR	  	101287815
 2008-518870

2007-0085688

					
	62	  	High-Capacity Sulfur Adsorbent Bed and Gas Desulfurization Method	  	S. Katikaneni
 S. Parab
	  	JP
KR
UK
DE	  	2007-500265 (JP4795950)
796110
1660215
602004030130.2-08










									
					
	63	  	Electrolyte Creepage Barrier for Liquid Electolyte Fuel Cells	  	J. Li, M.
Farooque, C.
Yuh	  	EP	  	1994204.4
					
	64	  	Anode with Ceramic Additives for Molten Carbonate Fuel Cell	  	Hilmi,
Abdelkader Yuh,
Chao-Yi
Farooque,
Mohammad	  	KR	  	2010/7023827
					
	65	  	Anode support member and bipolar separator for use in a fuel cell assembly and preventing poisoning of performing catalyst	  	C. Yuh	  	EP	  	7717359.9
					
	66	  	Internal reforming fuel cell assembly with external manifold and selective catalyst loading for staging fuel supply within high temperature fuel cell stack	  	Z. Ma
 D. Kelley
 N. Jalani
	  	EP  

KR
	  	10751282.4  

2011/7023629

					
	67	  	Modular fuel cell stack assembly including anode gas oxidizer and integrated external manifolds for use in fuel cell stack modules	  	Z. Ma
 M. Farooque
R. Venkataraman
M. Cramer

A. Barlow
	  	EP  
  

 
 KR
	  	9759473.3  
  

 
 2011/7000210

					
	68	  	Flow distribution control baffle plate for fuel cells	  	J. McInerney
 L. Ernst

M. Farooque
 E. Hansell

D. Nedu
 K. Davis

W. Snyder
 M. Quantannens
	  	PCT	  	PCT/US2012/022322
					
	69	  	Method and manufacturing assembly for sintering fuel cell electrodes and impregnating porous electrodes with electrolyte powders by induction heating for mass production	  	T. Lucas
 W. Zhu
 T. Vailionis
	  	PCT	  	PCT/US2012/048449
					
	70	  	High performance electrolyte for molten carbonate fuel cells	  	A. Hilmi
 C. Yuh
 M. Farooque
	  	PCT	  	PCT/US2011/043952
					
	71	  	Bipolar separator assembly for fuel cells and method of making same	  	W. Morris
 L. Novacco

M. Primerano
	  	PCT	  	PCT/US2012/038536








 IV. Candidate Patents Subject to Further Review 

 

															
						
	 	  	 Title
	  	Inventor(s)	  	Status	  	Application No.	 	  	Patent No.	 
	1	  	Fuel Cell Hybrid Power Plant for Gas Distribution Systems	  	A. Skok
D. Trechroeb	  	Patented	  	 	11435054	  	  	 	8,080,344	  
						
	2	  	Electrode Assembly and Method of Making Same	  	M. Lambrech
P. Patel	  	Patented	  	 	11925368	  	  	 	8,053,035	  
						
	3	  	Liquid Metal Heat Exchanger for High Temperature Fuel Cells	  	R. Sanderson	  	Patented	  	 	12233447	  	  	 	8,048,549	  
						
	4	  	High-Efficiency Dual-Stack Molten Carbonate Fuel Cell System	  	F. Jahnke
 M. Farooque
H. Ghezel-
Ayagh
	  	Patented	  	 	12194272	  	  	 	8,062,799	  
						
	5	  	Integrated high efficiency fossil fuel power plant/fuel cell system with CO2 emissions abatement	  	M. Farooque
F. Jahnke	  	Patented	  	 	10860740	  	  	 	7,396,603	  
						
	6	  	Integrated Fuel Cell And Heat Engine Hybrid System For High Efficiency Power Generation	  	H. Ghezel-
Ayagh	  	Patented	  	 	11733447	  	  	 	7,862,938	  
						
	7	  	Enhanced High Efficiency Fuel Cell / Turbine Power Plant	  	H. Ghezel-
Ayagh Z. Wang
	  	Patented	  	 	10660320	  	  	 	6,896,988	  
						
	8	  	Internal Reforming Fuel Cell Assembly With Selectively Adjustable Direct and Indirect Internal Reforming	  	S. Blanchet	  	Patented	  	 	10774113	  	  	 	6,974,644	  
						
	9	  	High Efficiency Fuel Cell System	  	H. Ghezel-
Ayagh, A. Leo, R. Sanderson
	  	Patented	  	 	9453185	  	  	 	6,365,290	  
						
	10	  	Biomass-Fuel Cell Cogeneration Apparatus and Method	  	Patel P
 Fan J
	  	Patented	  	 	8596616	  	  	 	5,736,026	  
						
	11	  	Methanation assembly using multiple reactors	  	F. Jahnke
 S. Parab
	  	Patented	  	 	10818680	  	  	 	7,247,281	  
						
	12	  	DFC Operation With HD-5 Propane: Fuel Processing System Design	  	S. Katikaneni
J. Daly M. Farooque
	  	Patented	  	 	11469527	  	  	 	7,455,923	  
						
	13	  	Pre-Processing Assembly For Pre-Processing Fuel Feedstocks For Use In A Fuel Cell System	  	S. Katikaneni
M. Farooque	  	Patented	  	 	12478283	  	  	 	7,871,450	  
						
	14	  	Fluid Diverter for a Fuel Cell System	  	P. Patel
 F. Jahnke

M. Lambrech
	  	Pending	  	 	12499129	  	  			









													
						
	15	  	Fuel Cell Power Production System with an Integrated Hydrogen Utilization Device	  	H. GHEZEL-
AYAGH F. C. JAHNKE
	  	Pending	  	 	12525751	  	 	
						
	16	  	Fuel Supply Assembly for Supplying Propane Fuel to a Fuel Cell Assembly and Fuel Cell System Employing the Same	  	N/A	  	IN	  	 
 	1072/DELNP/2009
(34/2010)	  
  	 	
						
	17	  	High-Efficiency Dual-Stack Molten Carbonate Fuel Cell System	  	F. Jahnke
 M. Farooque
H. Ghezel-
Ayagh
	  	KR	  	 	20110042120	  	 	
						
	18	  	Fuel Cell Hybrid Power Plant for Gas Distribution Systems	  	A. Skok
 D. Trechroeb
	  	CN
 JP
 KR
 IN
	  	 
  
  
 
	101529632
 2009-537954

2009-0056933
9491/DELNP/2008
	  
   

  
  
	 	
						
	19	  	Integrated high efficiency fossil fuel power plant/fuel cell system with CO2 emissions abatement	  	M. Farooque
F. Jahnke	  	CN
 JP
 CN
 KR
	  	 
  
 
 
	101427408
 2008-507113
ZL200580017924.1
2007-0057131
	  

  
  
  
	 	
						
	20	  	Integrated Fuel Cell And Heat Engine Hybrid System For High Efficiency Power Generation	  	H. Ghezel-
Ayagh	  	KR
 KR
	  	 
 	2009-0108104
2009-0108123	  
  	 	
						
	21	  	Enhanced High Efficiency Fuel Cell / Turbine Power Plant	  	H. Ghezel-
Ayagh Z. Wang
	  	JP
 KR
 DE
	  	 
  

 
	4516078
 771357

602004025601.3-08
	  
   

  
	 	
						
	22	  	High Efficiency Fuel Cell System	  	H. Ghezel-
Ayagh, A. Leo,
R. Sanderson	  	CN
 JP
 DE
	  	 
 
  
	1218421(00816543.2)
3751881
 60039717
	  
  
   
	 	
						
	23	  	Fuel cell power production system with an integrated hydrogen utilization device	  	GHEZEL-
AYAGH,
Hossein |
JAHNKE,
Fred, C.	  	KR	  	 	2009-7017887	  	 	
						
	24	  	Methanation assembly using multiple reactors	  	F. Jahnke
 S. Parab
	  	JP
 KR
 IN
	  	 
  
 
	2007-533662
 2007-0015564
5563/DELNP/2006
	  
   
  
	 	
						
	25	  	DFC Operation With HD-5 Propane: Fuel Processing System Design	  	S. Katikaneni
J. Daly M. Farooque
	  	JP  

KR
	  	   

 
	2010-503156  
 2009-0052379
	    
   
	 	








 EXHIBIT D 
 SALES TARGETS 
  

																					
	 Year
	  	 	*	  	  	 	*	  	  	 	*	  	  	 	*	  	  	 	Total	  
		  	 	*	  	  	 	*	  	  	 	*	  	  	 	*	  	  	 	(MW	) 
						
	 2013
	  	 	*	  	  	 	*	  	  	 	*	  	  	 	*	  	  	 	*	  
	 2014
	  	 	*	  	  	 	*	  	  	 	*	  	  	 	*	  	  	 	*	  
	 2015
	  	 	*	  	  	 	*	  	  	 	*	  	  	 	*	  	  	 	*	  
	 2016
	  	 	*	  	  	 	*	  	  	 	*	  	  	 	*	  	  	 	*	  
	 2017
	  	 	*	  	  	 	*	  	  	 	*	  	  	 	*	  	  	 	*	  
	 2018
	  	 	*	  	  	 	*	  	  	 	*	  	  	 	*	  	  	 	*	  
	 2022
	  	 	*	  	  	 	*	  	  	 	*	  	  	 	*	  	  	 	*	  
	 2027
	  	 	*	  	  	 	*	  	  	 	*	  	  	 	*	  	  	 	*	  

  

	*	


  

	*	Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment.










 SCHEDULE A 
 POSCO Affiliates 
 POSCO Affiliates shall include the following companies: 

POSCO, a Korean corporation having a place of business at 1 Goedong-dong, Nam-gu, Pohang, Kyungbuk 790-704, Korea 

POSCO AST, a Korean corporation having a place of business at 603 Seonggok-dong, Danwon-gu, Ansan, Gyeonggi 425-833, Korea 

POSCO E&C, a Korean corporation having a place of business at 568-1 Goedong-dong, Nam-gu, Pohang, Gyeongbuk 790-704, Korea 

POSCO ICT, a Korean corporation having a place of business at 606 Ho-dong, Nam-gu, Pohang, Gyeongbuk, Korea 

POSCO PLANTEC, a Korean corporation having a place of business atJanghung-dong, Nam-gu, Pohang, Gyeongbuk 790-240, Korea 

POSCO ENGINEERING, a Korean corporation having a place of business at 9-3 Sunae-dong, Bundang-gu, Seongnam-City, Gyeonggi-do 463-825, Korea 

POSCO C&C, a Korean corporation having a place of business at 470 Janghung-dong, Nam-gu, Pohang, Gyeongbuk, Korea 

POSCO SS, a Korean corporation having a place of business at Jeockhyun St. 143, Sungsan-gu, Changwon, Gyeongnam, Korea 

POSCO CHEMTECH, a Korean corporation having a place of business at 1-143 Cheongnim-dong, Nam-gu, Pohang, Gyeongbuk, Korea 

POSCO M-tech, a Korean corporation having a place of business at 608 Hyoja-dong, Nam-gu, Pohang, Gyeongbuk 790-330, Korea 

POSCO P&S, a Korean corporation having a place of business at 735-3 POSCO P&S Tower 735-3 Yeoksam-dong, Gangnam-gu, Seoul 135-923, Korea

 Daewoo International, a Korean corporation having a place of business at 84-11(Yonsei Severance Building), Namdaemunno 5-ga, Jung-gu, Seoul
100-753, Korea 
 RIST, a Korean research institute having a place at 32 Hyoja-dong, Nam-gu, Pohang, Gyeongbuk 790-600, Korea 







 SCHEDULE B 
 I. Countries of the Asia Market shall mean the countries noted below: 
  

			
	 Asia
	  	
		  	
		  	
	 Armenia
	  	
	 Bangladesh
	  	
	 Bhutan
	  	
	 Brunei
	  	
	 Cambodia
	  	
	 Timor
	  	
	 Georgia
	  	
	 Indonesia
	  	
	 Japan
	  	
	 Kazakhstan
	  	
	 Kyrgyzstan
	  	
	 Laos
	  	
	 Malaysia
	  	
	 Maldives
	  	
	 Mongolia
	  	
	 Nepal
	  	
	 Philippines
	  	
	 Singapore
	  	
	 Republic of Korea
	  	
	 Tajikistan
	  	
	 Thailand
	  	
	 Turkmenistan
	  	
	 Uzbekistan
	  	
	 Vietnam
	  	
	 China
	  	
	 India
	  	








 II. Countries of the Non-Asia Market shall include all countries and jurisdictions in the world
excluding 1) the Asia Market set forth above in section I, and 2) the countries noted below: 
  

			
	 Western Europe
	  	 Eastern Europe

	Andorra	  	Albania
	Austria	  	Bulgaria
	Belgium	  	Czech Republic
	Cyprus	  	Slovakia
	Denmark	  	Hungary
	Federal Republic of Germany	  	Poland
	Finland	  	Romania
	France	  	All states of the former USSR
	Great Britain	  	and including, but not limited to
	Northern Ireland	  	CIS (Commonwealth of Independent
	Greece	  	States)
	Greenland	  	Yugoslavia
	Ireland	  	Slovenia
	Iceland	  	Croatia
	Italy	  	
	Liechtenstein	  	
	Luxembourg	  	
	Malta	  	
	Monaco	  	
	Netherlands	  	
	Norway	  	
	Portugal	  	
	San Marino	  	
	Spain	  	
	Sweden	  	
	Switzerland	  	
	The Vatican State	  	
		
	Middle East	  	
	Iran	  	
	Iraq	  	
	Lebanon	  	
	Syria	  	
	Yemen, Arab Rep.	  	
	Yemen, Peoples Rep.	  	
		
	North America	  	
	United States	  	
	Canada	  	
	Mexico	  	








 SCHEDULE C 
 FCE Previously Granted Distribution Rights 
  

									
	 Partner
	  	 Type of Agreement and
Territory
	  	Effective
Date	  	Expiration	  	Rights in
Korea
	Abengoa & Hynergreen (subsidiary)	  	Memorandum of Understanding, Non-Exclusive in Europe and South America	  	12-09-2011	  	12-08-2017	  	No
					
	FuelCell Energy Solutions GmbH & Fraunhofer IKTS	  	 Partnership Agreement

Non-exclusive, Europe
	  	06-19-2012	  	Indefinite	  	No








 SCHEDULE D 
 FCE Third Parties under a Confidentiality Agreement 
  

							
	 Name
	  	Material /
Component	  	Part Number	  	Commentary
	 *
	  	*	  	*	  	*


  

	*	Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment.










 SCHEDULE E 
 Roadmap 
 * 

  

	*	Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment.