exv10w51



 





Exhibit 10.51




LICENSE AGREEMENT



THIS LICENSE AGREEMENT (“Agreement”) is dated as of September 29, 2006 (“Effective
Date”), by and between Catalytica Energy Systems, Inc., a Delaware corporation
(“CESI”), and Kawasaki Heavy Industries, Ltd., a Japanese corporation (“Kawasaki”).



WHEREAS, CESI and Kawasaki have entered into that certain Asset Purchase Agreement dated
simultaneously herewith (“Asset Purchase Agreement”);



WHEREAS, CESI has developed expertise and technology of a catalytic combustion system that
incorporates catalytic modules that are utilized to oxidize hydrocarbon fuels in the combustion
system of gas turbines;



WHEREAS, Kawasaki desires to obtain from CESI certain patents and technical materials associated
with such CESI catalytic combustion system that are necessary or useful in the manufacturing,
operation, distribution, sales, and support of such catalytic combustion systems for Small Gas
Turbines; and



WHEREAS, CESI desires to grant a license of such patents and technical materials to Kawasaki.



NOW, THEREFORE, in consideration of the covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:




     1. Definitions. Capitalized terms not otherwise defined herein shall have the meanings
specified in the Asset Purchase Agreement.



          1.1. “Affiliate” shall have the meaning set forth in the Asset Purchase Agreement.




          1.2. “Assigned Patents” shall have the meaning set forth in the Asset Purchase
Agreement.




          1.3. “Patents” means patents (including utility models, as well as divisions,
reissues, continuations, continuations-in-part, renewals and extensions of any of the foregoing)
and provisional and regular applications therefor, and patents which may be issued on such
applications.




          1.4. “SGT Catalytic Module” means a catalytic container module designed for use solely
with Small Gas Turbines to reduce the nitrous oxide emissions of such Small Gas Turbines.




          1.5. “Small Gas Turbines” shall have the meaning set forth in the Asset Purchase
Agreement and shall include the term “SGT.”




          1.6. “Technical Information” means all technical information, know-how, trade secrets,
manufacturing techniques, software and other copyrightable works, engineering


 









 







and other data, drawings, material and process specifications (whether patented or unpatented,
whether in written, printed, oral or other form) that are required or reasonably necessary for
Kawasaki to continue the manufacturing of SGT Catalytic Modules from and after the Closing Date.




     2. License.



          2.1. Multi-Use Patents. The parties acknowledge that the patents listed in Exhibit A
(“Multi-Use Patents” or “Licensed Patents”) are applicable to both Small Gas
Turbines and to other products and technologies, including, without limitation, gas turbines that
are not Small Gas Turbines. Kawasaki may request in writing from time to time that CESI identify
which Multi-Use Patents, if any, that it has decided to abandon, and CESI shall respond in writing
to such requests. Subject to the terms and conditions of this Agreement, with respect to any
Multi-Use Patents that CESI indicates in any such response that it has decided to abandon
(“Abandoned Multi-Use Patents”), CESI shall, upon Kawasaki’s written request, and without
additional consideration, assign such Abandoned Multi-Use Patents to Kawasaki. Notwithstanding
anything to the contrary, the obligations of CESI under this Section 2.1 (a) shall not apply to any
third parties, including, without limitation, any successors or assigns of CESI or any acquirers or
other assignees of any Multi-Use Patents, and (b) shall terminate with respect to any Multi-Use
Patent upon the acquisition or other transfer of such Multi-Use Patent (including, without
limitation, as a result of a voluntary assignment of such Multi-Use Patent to a third party, an
acquisition by a third party of CESI assets that include such Multi-Use Patent, or a merger
involving CESI).




          2.2. Licenses.




               (a) Patents. Subject to the terms and conditions of this Agreement, CESI hereby
grants to Kawasaki a perpetual, fully paid-up, royalty-free, worldwide, irrevocable license, under
the Multi-Use Patents, to make, have made, test, use, sell, offer to sell, import, export,
distribute, market, promote, sublicense, create improvements, and commercially exploit SGT
Catalytic Modules.



               (b) Technical Materials. Subject to the terms and conditions of this Agreement, CESI
hereby grants to Kawasaki a perpetual, fully paid-up, royalty-free, worldwide, irrevocable license
to:



                    (i) use, modify, create derivative works of, and reproduce the technical materials listed in
Exhibit B (“New Technical Materials”), Technical Information associated with the Multi-Use
Patents (the “Multi-Use Technical Information”), and the Technical Information and Xonon
Control Algorithms (as such terms are defined in the TDTA) owned by CESI and previously delivered
by CESI to Kawasaki pursuant to the TDTA (the New Technical Materials, Multi-Use Technical
Information, and such Technical Information and Xonon Control Algorithms, collectively,
“Licensed Technical Materials”) as reasonably necessary to design, develop, manufacture,
have made, test, use, sell, offer to sell, import, export, distribute, market, promote, sublicense,
create improvements, and commercially exploit SGT Catalytic Modules;



2









 





                    (ii) distribute the Licensed Technical Materials to Kawasaki’s Affiliates, and sublicense to
such Affiliates the rights granted in subsection (i) above;



                    (iii) distribute the Licensed Technical Materials to contractors and consultants of Kawasaki
and its Affiliates (collectively, “Kawasaki Contractors”), and sublicense to such
contractors and consultants the rights granted in subsection (i) above solely on behalf of Kawasaki
and its Affiliates; and



                    (iv) distribute the Licensed Technical Materials to customers and potential customers of SGT
Catalytic Modules and associated Small Gas Turbines (collectively, “Kawasaki Customers”) as
Kawasaki reasonably deems appropriate in the Small Gas Turbine market, and sublicense to such
customers and potential customers the right to use such Licensed Technical Materials in the
offering for sale, sale, service and repair of SGT Catalytic Modules and associated Small Gas
Turbines.


CESI shall use commercially reasonable efforts to deliver the New Technical Materials to Kawasaki
in both hardcopy and in electronic form.




               (c) Authorized Users. Kawasaki shall be responsible for compliance by its Affiliates,
Kawasaki Contractors and Kawasaki Customers (collectively, “Authorized Users”) with the
terms and conditions of Sections 2.2 and 2.3 of this Agreement to the same extent as Kawasaki
itself, and any act or omission of any Authorized User shall constitute an act or omission of
Kawasaki. Kawasaki and the Authorized Users shall not use or disclose any Licensed Technical
Information except as permitted in Section 2.2.



               (d) Exclusivity. CESI agrees that Kawasaki’s licenses as to the Licensed Patents and
Licensed Technical Materials under Sections 2.2(a) and 2.2(b) shall be EXCLUSIVE to Kawasaki as to
SGT Catalytic Modules. CESI agrees that as of the Effective Date, CESI shall have no right to
manufacture, make, have made, license, sublicense, distribute, or otherwise commercially exploit
the Licensed Technical Materials in connection with any SGT Catalytic Modules without the prior
written consent of Kawasaki.



               (e) Marking; Requests for Disclosure. Kawasaki shall (and shall cause its Affiliates
and Kawasaki Contractors to) mark substantially permanently and legibly, and shall require the
permanent and legible marking of, all SGT Catalytic Modules and related documentation with such
patent notice as may be required under Title 35, United States Code or other applicable rules or
regulations in foreign jurisdictions. With respect to the Licensed Patents, Kawasaki shall respond
to any request for disclosure under 35 U.S.C. § 287(b)(4)(B) only by notifying CESI of the request
for disclosure.



          2.3. Sublicense Limitations. If Kawasaki grants any sublicense to the Licensed Patents
or the Licensed Technical Materials: (A) Kawasaki shall be responsible for compliance by the
sublicensee with the terms and conditions of Sections 2.2 and 2.3 of this Agreement to the same
extent as Kawasaki itself, (B) any act or omission of a sublicensee shall constitute an act or
omission of Kawasaki, and (C) each sublicensee shall agree in writing that it is subject to the
terms and conditions of Sections 2.2 and 2.3 of this Agreement (without the right to further
sublicense), and that CESI shall be third party beneficiary of each such sublicense as necessary


3









 







to enforce its rights in the Licensed Patents and Licensed Technical Materials.
Notwithstanding subsection (C) to the contrary, Kawasaki shall have the right to include in its
specifications sheets, product data sheets, support manuals and other marketing, sales and support
materials for SGT Catalytic Modules any Licensed Technical Materials that are customarily included
in such materials, without entering into any writing with the recipients of such materials.




          2.4. No Implied Rights. Each party hereby retains all rights not expressly granted by
this Agreement. Each party hereby disclaims any and all implied licenses, rights and obligations,
including any licenses, rights or obligations that may be deemed granted by this Agreement or the
activities of the parties hereunder.




     3. Xonon Trademark.



          3.1. License. During the term of this Agreement, subject to the terms and conditions
of this Agreement, CESI hereby grants to Kawasaki the EXCLUSIVE right to use the marks listed in
Exhibit C (the “CESI Trademarks”) on and in relation to its sale of the SGT Catalytic
Modules. Kawasaki shall have the right to sublicense the foregoing right to its Affiliates and
contractors; provided that (a) Kawasaki shall be responsible for compliance by its sublicensees
with the terms and conditions of Section 3 of this Agreement to the same extent as Kawasaki itself,
(b) any act or omission of any sublicensee shall constitute an act or omission of Kawasaki, and
(c) each sublicensee shall agree in writing that it is subject to the terms and conditions of
Section 3 of this Agreement and that CESI shall have a right of action against the sublicensee as
necessary to enforce the terms and conditions of this Section 3. Nothing in this Agreement
requires Kawasaki to use any CESI Trademarks.




          3.2. Quality Control.




               (a) Kawasaki shall ensure that all use of the CESI Trademarks shall be in accordance with the
reasonable instructions and guidelines of CESI as provided to Kawasaki from time to time.



               (b) All SGT Catalytic Modules that are marked using a CESI Trademark and are manufactured by
Kawasaki or any of its sublicensees (“Marked Modules”) shall be of such quality as will, in CESI’s
reasonable judgment, protect and enhance the goodwill, image and reputation adhering to the CESI
Trademarks. Kawasaki shall cooperate reasonably with CESI in enabling CESI to ascertain that the
Marked Modules meet CESI’s quality standards. Such cooperation shall include, without limitation,
upon CESI’s written request, providing CESI with communications from third parties regarding the
quality of the Marked Modules, and upon at least ten (10) days prior written notice, providing CESI
with access to the Marked Module packaging and distribution facilities during normal business hours
for reasonable inspection by CESI.



               (c) From time to time and upon CESI’s written request, Kawasaki shall submit to CESI samples
of all materials bearing any CESI Trademark, including, without limitation, any advertising,
packaging and other publicly disseminated materials. If CESI discovers any improper use of any CESI
Trademark on any such submission and delivers a



4









 







writing describing in detail the improper use to Kawasaki, Kawasaki shall promptly remedy the
improper use.



          3.3. Protection of Mark.




               (a) Kawasaki shall conduct its business associated with Marked Modules in a manner that will
reflect positively on the CESI Trademarks.



               (b) Kawasaki shall use the CESI Trademarks in a manner that does not derogate CESI’s rights in
the CESI Trademarks or the value of the CESI Trademarks, and shall take no action that would
interfere with, diminish or tarnish those rights or value.



               (c) On each product, document, advertisement or other material on which Kawasaki uses a CESI
Trademark, Kawasaki shall mark the first prominent use of the CESI Trademark with a “TM” or “®”
trademark legend, as applicable, and include a trademark notice in a form reading, “[CESI
Trademark] is a trademark of Catalytica Energy Systems, Incorporated” at least once on such
document, advertisement or other material.



               (d) Kawasaki shall not use as its own any service mark, service name, trade name or trademark
confusingly similar to any CESI Trademark.



               (e) Kawasaki shall reasonably cooperate with CESI’s preparation and filing of any
applications, renewals or other documentation necessary or useful to protect CESI’s intellectual
property rights in the CESI Trademarks. Kawasaki shall not register any CESI Trademark without
CESI’s express prior written consent, and CESI shall retain the exclusive right to apply for and
obtain registrations for the CESI Trademarks throughout the world.



               (f) Kawasaki shall notify CESI promptly of any actual or threatened infringements, imitations
or unauthorized uses of any CESI Trademark of which Kawasaki becomes aware.



               (g) Kawasaki shall not challenge the validity of any CESI Trademark, CESI’s ownership of any
CESI Trademark, or the enforceability of CESI’s rights therein.



          3.4. License Termination. CESI may terminate the license granted to Kawasaki in
Section 3.1, and all sublicenses granted thereunder, upon any breach of Section 3 by Kawasaki or
any of its sublicensees if such breach is not cured within thirty (30) days of CESI notifying
Kawasaki of such breach.




          3.5. Reservation of Rights. All rights of CESI in and to the CESI Trademarks not
expressly granted under Section 3.1 are reserved by CESI. Kawasaki shall not, and shall have no
right to, reproduce or use (or authorize the reproduction or use of) any CESI Trademark in any
manner whatsoever other than as expressly authorized by Section 3.1. All use of the CESI
Trademarks by Kawasaki and its sublicensees, and all goodwill associated with such use, shall inure
to the benefit of CESI.




5









 








     4. Training. In consideration of the Training Fee (defined below), CESI agrees to
provide the training services described on Exhibit D to Kawasaki, its Affiliates, and its and their
subcontractors or sublicensees (including, without limitation, Tanaka Kikinzoku Kogyo K.K.).



     5. Purchase Price. As consideration of the assignment, license, and training described
in this Agreement, Kawasaki agrees to pay CESI, as part of the Purchase Price provided under the
Asset Purchase Agreement, a one time payment as allocated in the Asset Purchase Agreement.



     6. Disclaimer of Warranties. The Asset Purchase Agreement sets forth all of the
representations and warranties made by the parties in connection with this Agreement. Except as
otherwise set forth in the Asset Purchase Agreement, neither party makes any representations or
warranties in connection with the Assigned Patents, Multi-Use Patents, Licensed Technical Materials
or any other aspects of this Agreement, whether express or implied, including, without limitation,
any implied warranties of merchantability, fitness for a particular purpose, title or
non-infringement, or any warranties that may arise from course of performance, course of dealing or
usage of trade.



     7. Limitation of Liability.



          7.1. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EXCEPT FOR LIABILITY FOR INFRINGEMENT,
MISAPPROPRIATION OR OTHER UNAUTHORIZED USE OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, NEITHER
PARTY SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR
SPECIAL DAMAGES OF ANY KIND, OR ANY LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA,
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, HOWEVER CAUSED AND
REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, OR OTHERWISE), EVEN IF INFORMED IN
ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.




          7.2. Each party’s liability arising out of or in connection with this Agreement shall be
subject to the limits set forth in Section 8.5 of the Asset Purchase Agreement.




     8. Confidentiality. The terms and conditions of Section 6.6 and 6.13 of the Asset
Purchase Agreement shall apply to this Agreement and the terms and conditions hereof.



     9. Waiver. The waiver by either party of a breach of any provision of this Agreement
by the other party will operate or be construed as a waiver of any other or subsequent breach by
the other party. No failure or delay by either party in exercising any right, remedy, power or
privilege hereunder, nor any single or partial exercise thereof, shall operate as a waiver of any
right, remedy, power or privilege hereunder.



     10. Severability. If any part of this Agreement is found invalid or unenforceable,
that part will be amended to achieve as nearly as possible the same economic effect as the original
provision and the remainder of this Agreement will remain in full force.



6









 





     11. Governing Law. This Agreement, and all the rights and duties of the parties
arising out of, in connection with, or relating in any way to the subject matter of this Agreement
or the transactions contemplated by it, shall be governed by, construed, and enforced in accordance
with the laws of the State of California (excluding its conflict of laws rules which would refer to
and apply the substantive laws of another jurisdiction). Any suit or proceeding hereunder shall be
brought exclusively in the United States District Court for the Northern District of California and
state courts located in Santa Clara County, California. Each party consents to the personal
jurisdiction of such courts and waives any objection that such courts are an inconvenient forum.



     12. Injunctive Relief. Each party acknowledges that a breach of its obligations under
this Agreement would cause the other party irreparable damage. Accordingly, each party agrees that
in the event of such breach or threatened breach by the other party, in addition to remedies at
law, the non-breaching party shall have the right to injunctive or other equitable relief to
prevent violations by the breaching party of the terms and conditions of this Agreement, without
the necessity of posting bond or other security.



     13. Assignment. Neither party shall, or shall have the right to, assign, delegate or
otherwise transfer (whether voluntarily, by operation of law, or otherwise) this Agreement, or any
of its rights or obligations hereunder, without the prior written consent of the other party, which
consent shall not be unreasonably withheld or delayed. Any purported assignment, delegation or
other transfer made in contravention of this Section shall be null and void for all purposes.
Notwithstanding the foregoing, (a) either party may assign this Agreement to any Affiliate or third
party that acquires all or substantially all of such party’s assets, (b) CESI may assign this
Agreement to any Affiliate or third party that acquires all or substantially all of the
intellectual property rights licensed to Kawasaki under this Agreement, and (c) Kawasaki may assign
this Agreement to any Affiliate, or third party that acquires all or substantially all of its Small
Gas Turbine business and assets.



     14. Entire Agreement. This Agreement, together with the Asset Purchase Agreement,
including all Exhibits to any of the foregoing, constitutes the entire agreement between the
parties relating to this subject matter and supersedes all prior or simultaneous representations,
discussions, negotiations, and agreements, whether written or oral. This Agreement may be amended
or modified only with the written consent of both Kawasaki and CESI. No oral waiver, amendment or
modification will be effective under any circumstances whatsoever.



7









 




In WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective
duly authorized representatives.




	 	 	 	 	 	 	 	 	 	 	 
	Kawasaki:	 	 	 	CESI:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Kawasaki Heavy Industries, Ltd.	 	 	 	Catalytica Energy Systems, Incorporated	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ K. Daikoku
	 	 	 	By:
	 	/s/Rob Zack	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	K. Daikoku
	 	 	 	Name:
	 	Rob Zack	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title: Deputy General Manager
of Gas Turbine Division	 	 	 	Title:	 	CEO	 	 







8









 








EXHIBIT A




MULTI-USE PATENTS




	 	 	 	 	 
	 	 	 	 	PATENT, APPLICATION,
	 	 	 	 	OR PUBLICATION
	TITLE	 	COUNTRY	 	NUMBER
	Graded
Palladium Containing Partial Combustion Catalyst and a Process for
Using It	 	US	 	5,248,251
	 
	 	 	 	 
	Graded
Palladium Containing Partial Combustion Catalyst	 	US	 	5,258,349
	 
	 	 	 	 
	(*) Catalyst
Structure Having Integral Heat Exchange	 	CA	 	2,096,950
	 
	 	 	 	 
	(*) Catalyst
Structure Having Integral Heat Exchange	 	CH	 	EP0559808
	 
	 	 	 	 
	(*) Catalyst
Structure Having Integral Heat Exchange	 	DE	 	EP0559808
	 
	 	 	 	 
	(*) Catalyst
Structure Having Integral Heat Exchange	 	ES	 	EP0559808
	 
	 	 	 	 
	(*) Catalyst
Structure Having Integral Heat Exchange	 	FR	 	EP0559808
	 
	 	 	 	 
	(*) Catalyst
Structure Having Integral Heat Exchange	 	GB	 	EP0559808
	 
	 	 	 	 
	(*) Catalyst
Structure Having Integral Heat Exchange	 	IT	 	EP0559808
	 
	 	 	 	 
	(*) Catalyst
Structure Having Integral Heat Exchange	 	KR	 	234887
	 
	 	 	 	 
	(*) Catalyst
Structure Having Integral Heat Exchange	 	NL	 	EP0559808
	 
	 	 	 	 
	(*) Catalyst
Structure Having Integral Heat Exchange	 	RU	 	2065766
	 
	 	 	 	 
	(*) Catalyst
Structure Having Integral Heat Exchange	 	US	 	5,250,489
	 
	 	 	 	 
	Palladium
Partial Combustion Catalysts and a Process for Using Them	 	DE	 	EP0559844
	 
	 	 	 	 
	Palladium
Partial Combustion Catalysts and a Process for Using Them	 	FR	 	EP0559844
	 
	 	 	 	 
	Palladium
Partial Combustion Catalysts and a Process for Using Them	 	GB	 	EP0559844
	 
	 	 	 	 
	Palladium
Partial Combustion Catalysts and a Process for Using Them	 	IT	 	EP0559844
	 
	 	 	 	 
	(*)
Palladium Partial Combustion Catalysts and a Process for Using Them	 	JP	 	3191013






Exhibit A - 1









 






	 	 	 	 	 
	 	 	 	 	PATENT, APPLICATION,
	 	 	 	 	OR PUBLICATION
	TITLE	 	COUNTRY	 	NUMBER
	Palladium Partial Combustion Catalysts and a Process for Using Them	 	KR	 	261782
	 
	 	 	 	 
	Partial Combustion Process and a Structure for Use in the Process	 	US	 	5,326,253
	 
	 	 	 	 
	Partial
Combustion Process and a Structure for Use in the Process
	 	US	 	5,511,972
	 
	 	 	 	 
	(*) Partial
Combustion of Palladium on a Zirconia Support and a Process for
Using it
	 	US	 	5,259,754
	 
	 	 	 	 
	(*) Partial
Combustion of Palladium on a Zirconia Support and a Process for
Using it	 	US	 	5,405,260
	 
	 	 	 	 
	Improved
Process and Catalyst Structure Employing Integral Heat
Exchange With Optional Downstream
Flameholder	 	DE	 	EP0745180
	 
	 	 	 	 
	Improved
Catalyst Structure Employing Integral Heat Exchange	 	DE	 	EP0746674
	 
	 	 	 	 
	Improved
Process and Catalyst Structure Employing Integral Heat
Exchange With Optional Downstream
Flameholder	 	FR	 	EP0745180
	 
	 	 	 	 
	Improved
Catalyst Structure Employing Integral Heat Exchange	 	FR	 	EP0746674
	 
	 	 	 	 
	Improved
Process and Catalyst Structure Employing Integral Heat
Exchange With Optional Downstream
Flameholder	 	GB	 	EP0745180
	 
	 	 	 	 
	Improved Catalyst Structure Employing Integral Heat Exchange	 	GB	 	EP0746674
	 
	 	 	 	 
	Improved Process and Catalyst Structure Employing Integral Heat
Exchange With Optional Downstream
Flameholder	 	IT	 	EP0745180
	 
	 	 	 	 
	Improved Catalyst Structure Employing Integral Heat Exchange	 	IT	 	EP0746674
	 
	 	 	 	 
	(*) Improved Catalyst Structure Employing Integral Heat Exchange	 	JP	 	3705298
	 
	 	 	 	 
	(*) Improved Catalyst Structure Employing Integral Heat Exchange	 	JP	 	3705299
	 
	 	 	 	 
	Improved
Catalyst Structure Employing Integral Heat Exchange	 	KR	 	373887
	 
	 	 	 	 
	Improved Catalyst Structure Employing Integral Heat Exchange	 	SE	 	EP0746674
	 
	 	 	 	 
	Improved Catalyst Structure Employing Integral Heat Exchange	 	TW	 	295551






Exhibit A - 2









 






	 	 	 	 	 
	 	 	 	 	PATENT, APPLICATION,
	 	 	 	 	OR PUBLICATION
	TITLE	 	COUNTRY	 	NUMBER
	(*) Process
and Catalyst Structure for Employing Integral Heat Exchange with
Optional Downstream Flameholder	 	US	 	5,512,250
	 
	 	 	 	 
	Process and
Catalyst Structure for Employing Integral Heat Exchange with
Optional Downstream Flameholder	 	US	 	5,518,697
	 
	 	 	 	 
	(**) Support
Structure for a Catalyst	 	US	 	6,116,014
	 
	 	 	 	 
	Mixed Oxide Solid Solutions
	 	US	 	6,521,566







Exhibit A - 3









 








EXHIBIT B




NEW TECHNICAL MATERIALS




	 	 	 	 	 
	Media	 	Rev	 	Title
	MaterialSpec-001

	 	C
	 	Kawasaki River Lite 20-5USR Foil (BM-012) Specification
	 
	 	 	 	 
	MaterialSpec-002

	 	B
	 	RC-100P Zirconium Oxide Powder (BM-005) Specification
	 
	 	 	 	 
	MaterialSpec-003

	 	B
	 	Pt Diammine Nitrate Solution (BM-001) Specification
	 
	 	 	 	 
	MaterialSpec-004

	 	B
	 	Pd Dissolved in Nitrate Acid (BM-002) Specification
	 
	 	 	 	 
	MaterialSpec-005

	 	C
	 	Al Coated Haynes 214 Foil (BM-013) Specification
	 
	 	 	 	 
	MaterialSpec-006

	 	B
	 	Haynes 214 2B #3 Edge Foil (BM-014) Specification
	 
	 	 	 	 
	MaterialSpec-007

	 	new
	 	Tetraethyl Orthosilicate (BM-006) Specification
	 
	 	 	 	 
	MaterialSpec-008

	 	new
	 	Nitric Acid (BM-007) Specification
	 
	 	 	 	 
	MaterialSpec-010

	 	new
	 	Sulfuric Acid (BM-009) Specification
	 
	 	 	 	 
	MaterialSpec-011

	 	new
	 	0.25N Sulfuric Acid (BM-011) Specification
	 
	 	 	 	 
	MaterialSpec-012

	 	B
	 	Zirconium Oxide, grade DK-2 (BM-019) Specification
	 
	 	 	 	 
	MaterialSpec-013

	 	B
	 	Zirconium Acetate (BM-003) Specification
	 
	 	 	 	 
	MaterialSpec-017

	 	new
	 	Lattice Specification
	 
	 	 	 	 
	Mfg-001

	 	C
	 	Corrugation Machine Operating Procedure
	 
	 	 	 	 
	Mfg-002

	 	B
	 	Foil Cleaning Procedure
	 
	 	 	 	 
	Mfg-003

	 	F
	 	Operation Procedure for Furnace #2
	 
	 	 	 	 
	Mfg-004

	 	B
	 	Coating Line 1 Operating Procedure
	 
	 	 	 	 
	Mfg-005

	 	B
	 	Rolling Machine Operation Procedure
	 
	 	 	 	 
	Mfg-006

	 	new
	 	Spot Welding Procedure
	 
	 	 	 	 
	Mfg-008

	 	E
	 	Operation Procedure for Furnace #1
	 
	 	 	 	 
	Mfg-010

	 	A
	 	Zirconia Sol Production Procedure
	 
	 	 	 	 
	Mfg-011

	 	C
	 	Prepared Sol Procedure
	 
	 	 	 	 
	Mfg-012

	 	A
	 	Mixed Metals Preparation Procedure
	 
	 	 	 	 
	Mfg-018

	 	new
	 	PIFT Powder Procedure
	 
	 	 	 	 
	Mfg-019

	 	new
	 	PIFT Base Sol Production Procedure
	 
	 	 	 	 
	Mfg-022

	 	new
	 	Coating Line Operating Procedure
	 
	 	 	 	 
	Quality-001

	 	B
	 	Process and Manufactured Materials Acceptance Criteria
	 
	 	 	 	 
	ATP-001

	 	A
	 	Kawasaki M1A-13X Acceptance Test Procedure
	 
	 	 	 	 
	PartSpec-0001

	 	A
	 	Thermally Free Axial (TFA) Support Part Spec
	 
	 	 	 	 
	PartSpec-0004

	 	B
	 	Kawasaki M1A-13X Module Foilpack Definition
	 
	 	 	 	 
	PartSpec-0007

	 	new
	 	Catalyst Rings and Seals Qualification Procedure
	 
	 	 	 	 
	Test-001

	 	D
	 	Testing SQP Procedure
	 
	 	 	 	 
	Test-002

	 	D
	 	Air Compressor Operating Procedure
	 
	 	 	 	 
	Test-003

	 	D
	 	Auxillary Gas System Operating Procedure
	 
	 	 	 	 
	Test-004

	 	D
	 	LEWA Pump Operating Procedure
	 
	 	 	 	 
	Test-005

	 	D
	 	ISCO Pump Operating Procedure
	 
	 	 	 	 
	Test-006

	 	D
	 	Low Pressure Reactor Operating Procedure
	 
	 	 	 	 
	Test-007

	 	D
	 	Catalyst Rolling Procedure
	 
	 	 	 	 
	Test-008

	 	D
	 	Gas Analyzer Operating Procedure
	 
	 	 	 	 
	Test-009

	 	D
	 	High Pressure Reactor Operating Procedure
	 
	 	 	 	 
	Test-010

	 	D
	 	Testing Documentation Procedure






Exhibit B - 1









 






	 	 	 	 	 
	Media	 	Rev	 	Title
	Test-011

	 	C
	 	Common Testing Procedure
	 
	 	 	 	 
	Test-012

	 	C
	 	Flow Calibration Procedure
	 
	 	 	 	 
	Test-013

	 	D
	 	Rig Calibration Procedure
	 
	 	 	 	 
	Test-014

	 	D
	 	Catalyst Handling and Storage Procedure
	 
	 	 	 	 
	Test-015

	 	B
	 	House Air Compressor Operating Procedure
	 
	 	 	 	 
	ProductSpec-0005

	 	A
	 	Kawasaki M1A-13X Product Specification
	 
	 	 	 	 
	OperSpec-0001

	 	A
	 	M1A-13X Fuel Composition Specification
	 
	 	 	 	 
	OperSpec-0002

	 	B
	 	M1A-13X Air Filtration Specification
	 
	 	 	 	 
	OperSpec-0003

	 	A
	 	M1A-13X Fuel Filtration Specification
	 
	 	 	 	 
	OperSpec-0005

	 	A
	 	Lubricating Oil Specification
	 
	 	 	 	 
	02100100-1

	 	D
	 	Catalyst Module Assy
	 
	 	 	 	 
	02100101-1

	 	F
	 	Interface ring assy, outlet
	 
	 	 	 	 
	22010030-1

	 	new
	 	Guide ring, seal assy, outlet
	 
	 	 	 	 
	02100102-1

	 	F
	 	Guide ring assy, outlet
	 
	 	 	 	 
	02100119-1

	 	B
	 	Spring seal, outer
	 
	 	 	 	 
	02100119-2

	 	B
	 	Spring seal, inner
	 
	 	 	 	 
	22010031-1

	 	new
	 	Guide ring, seal assy, inlet
	 
	 	 	 	 
	02100103-1

	 	F
	 	Guide ring assy, inlet
	 
	 	 	 	 
	22010032-1

	 	new
	 	Interface ring, seal assy, inlet
	 
	 	 	 	 
	02100104-1

	 	C
	 	Interface ring assy, inlet
	 
	 	 	 	 
	02100118-1

	 	B
	 	Hula seal, outer
	 
	 	 	 	 
	02100118-2

	 	B
	 	Hula seal, inner
	 
	 	 	 	 
	02100120-1

	 	C
	 	Axial supports
	 
	 	 	 	 
	02100115-1

	 	B
	 	Shaft assy, inner support
	 
	 	 	 	 
	02100116-1

	 	B
	 	Cap, inner support
	 
	 	 	 	 
	02100114

	 	B
	 	Spindle, 3”
	 
	 	 	 	 
	02100112

	 	B
	 	Spindle, 4”
	 
	 	 	 	 
	22010040-02

	 	A
	 	Assembly Operation Sheets
	 
	 	 	 	 
	22010044

	 	new
	 	Disassembly Operation Sheets
	 
	 	 	 	 
	08021000

	 	B
	 	Specification, Nameplate
	 
	 	 	 	 
	EL22010016

	 	A
	 	Equipment List Catalyst Module Assembly
	 
	 	 	 	 
	22010017

	 	B
	 	Interface Control Definition, Catalyst Module
	 
	 	 	 	 
	T22010041

	 	A
	 	Lifting Assembly Tool
	 
	 	 	 	 
	T22010042

	 	new
	 	Spring Seal Check Tool
	 
	 	 	 	 
	T22010043

	 	new
	 	Spring Seal Wedge Tool
	 
	 	 	 	 
	Mfg Programs

	 	new
	 	Coating Line Washcoat Loading Worksheet (excel)
	 
	 	 	 	 
	Mfg Programs

	 	new
	 	DataLogger Plot.xls (excel)
	 
	 	 	 	 
	Mfg Programs

	 	new
	 	CorrData 1.0 xls (excel)
	 
	 	 	 	 
	Mfg Programs

	 	new
	 	Simplified Corrugation 062601.vi (labview)
	 
	 	 	 	 
	Mfg Programs

	 	new
	 	Tracking.mdb (access)
	 
	 	 	 	 
	Mfg Programs

	 	new
	 	PM SprayCalcs CL2.xls (excel)
	 
	 	 	 	 
	Mfg Programs

	 	new
	 	Foil Pack Sizing Instructions.xls (excel)
	 
	 	 	 	 
	Design Tools

	 	new
	 	Catalyst Performance and Life Modeling (mathcad)
	 
	 	 	 	 
	Design Tools

	 	new
	 	Operating Window Analysis (excel)
	 
	 	 	 	 
	Design Tools

	 	new
	 	Fuel Assessment (excel)
	 
	 	 	 	 
	Design Tools

	 	new
	 	Operational Tracking Guide (excel)






Exhibit B - 2









 






	 	 	 	 	 
	Media	 	Rev	 	Title
	Design Tools

	 	new
	 	Control Schedule Development (excel)
	 
	 	 	 	 
	Design Tools

	 	new
	 	Combustion System Cycle Analysis (excel)
	 
	 	 	 	 
	Design Tools

	 	new
	 	Adiabatic Combustion Temperature (Tad) calculation (excel)
	 
	 	 	 	 
	Design Tools

	 	new
	 	Catalyst Pressure Drop (excel)
	 
	 	 	 	 
	Design Tools

	 	new
	 	Burnout Zone Sizing (excel)
	 
	 	 	 	 
	Design Tools

	 	new
	 	Ignition Delay and CO Burnout (excel)
	 
	 	 	 	 
	Summaries

	 	n/a
	 	Design Tool summary sheets
	 
	 	 	 	 
	Build Records

	 	n/a
	 	Fielded and inventoried module mfg, test and assembly records
	 
	 	 	 	 
	Part Records

	 	n/a
	 	Life tracking data for container hardware in use
	 
	 	 	 	 
	Specification Sheet

	 	n/a
	 	ISOPAR E specification sheet







Exhibit B - 3