Exhibit
10.57




[*]
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED FROM PUBLIC FILING PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION.
THE OMITTED INFORMATION, WHICH HAS BEEN IDENTIFIED WITH THE SYMBOL “[*],” HAS
BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
 
 SALES
AGREEEMENT
 
 This
Sales Agreement (“Agreement”) is dated as of March 25, 2010, and
is between Evonik Degussa Corporation (“Seller”), with an office at 379
Interpace Parkway, Parsippany, NJ 07054, and Hoku Materials, Inc., a subsidiary
of Hoku Scientific, Inc. (“Buyer”), with an office at One Hoku Way, Pocatello,
Idaho 83204. Seller agrees to sell to Buyer, and Buyer agrees to purchase from
Seller, the following product, upon the following terms:
 
 1.
PRODUCT:  (a) Trichlorosilane (SIRIDION® TCS), having the
specifications, as set forth in attached Exhibit A
(“Product”).  Product to be supplied hereunder may be manufactured by
Seller or another source; provided, however, that Seller must obtain Buyer’s
approval in writing prior to supplying Product that is manufactured by a third
party; and, provided further, that in the event the Product is supplied by a
third party, Seller shall remain jointly and severally liable for the
performance of its obligations under this Agreement.  The Product
shall be used by Buyer at its Pocatello, Idaho, polysilicon product facility,
and may not be resold to a third party.
 
 (b) If a
dispute arises as to whether the Product meets the specifications set forth in
Exhibit A, an independent third party testing laboratory located in the United
States and mutually agreed upon by Buyer and Seller shall determine whether the
Product meets the specifications.  All costs and fees incurred in
settling such a dispute shall be the responsibility of the non-prevailing
party.  If the parties cannot agree on a third party within fifteen
(15) days of written notice by Buyer to Seller of its desire to test the
Product, then the Buyer shall resort to all other remedies available to it under
this Agreement.
 
 2.
TERM:  Unless earlier terminated by Seller or Buyer pursuant to
Section 11 below, this Agreement shall be in effect for a one-year term
commencing on March
25, 2010, and ending on, February 28, 2011
(“Initial Term”).  Thereafter, the Agreement shall automatically renew
for successive two (2) month terms, unless written notice of termination is
given by one party to the other no less than sixty (60) days prior to the end of
such Initial Term, or thirty (30) days prior to the end of any successive two
(2) month term.  All provisions of this Agreement applicable to the
Initial Term shall apply with equal force to all successive terms.
  3.
QUANTITY:   Seller shall deliver and sell to Buyer, and
Buyer shall purchase and accept delivery from Seller, a minimum of [*] metric
tons (”Minimum Quantity”) of Product during the Initial Term.  Buyer
acknowledges a take or pay obligation to purchase and accept the Minimum
Quantity by the end of the Initial Term.  Monthly quantities shall be
agreed between the Parties in accordance with Section 7 of this
Agreement.  Only if Seller fails to sell and deliver the Minimum
Quantity of Product by the end of the Initial Term, then Buyer shall not be
obligated to purchase and accept the remaining amount of the Minimum
Quantity.
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 4. PRICE AND
PAYMENT:  (a) Price shall be $[*] per kilogram of Product for
the first [*] metric tons of Product supplied in each calendar month, and $[*]
per kilogram of Product for any additional quantity of Product supplied in each
such calendar month; provided, however, that if Buyer, at Buyer’s option,
continues to make payments fourteen (14) days net from the date of delivery for
quantities in excess of [*] metric tons, as referenced in Section 4(b),
thereafter the price for Product supplied in excess of [*] metric tons in each
calendar month shall be $[*] per kilogram of Product.
  (b)
Payment terms are fourteen (14) days net from the date of delivery for the first
[*] metric tons and twenty-eight (28) days net for all quantities thereafter;
provided, however, that Buyer may, at Buyer’s option,  provide Seller
with written notice that Buyer will continue to make payments fourteen (14) days
net for all quantities in excess of [*] metric tons in order to receive the $[*]
per kilogram of Product price referenced in Section 4(a).  Late
payments shall bear interest at 1.5% per month, or at the maximum rate permitted
by law.  These pricing and payment terms shall apply for all purchase
orders submitted during the Initial Term and any successive terms regardless of
the date of delivery of the Product or the amount of the Product ordered and
delivered.
 
 (c) Buyer
shall pay all sales, use, excise, or other similar taxes or governmental
charges.  Seller shall pay all import duties and shall pre-pay for
costs to export empty ISO containers.
 
 5.
PACKAGING:  Product will be delivered in full ISO containers of
approximately nineteen (19) metric tons net weight. ISO containers used for
shipping Product are and shall remain the property of Seller. Buyer agrees to
pay Seller a deposit fee equal to One Hundred Thousand U.S. Dollars ($100,000)
(the “ISO Deposit”) prior to April 9,
2010.  Notwithstanding Paragraph 3 of Seller’s Standard Terms
and Conditions of Sale, attached as Exhibit B, the ISO Deposit is intended as
security for the repair and/or replacement thereof, and not as payment for such
container.  Upon the expiration of the Initial Term and the return of
the ISO containers to Seller, the ISO Deposit will be returned.  If
any ISO container is damaged or destroyed upon or after entering Buyer’s
property or facility, the cost to repair or replace such container shall be
deducted from the ISO Deposit. Buyer shall also be responsible for any
additional costs or expenses in connection with such damaged or destroyed
container.  Notwithstanding anything in this Agreement to the
contrary, Buyer may not retain any ISO container, or use any ISO container, for
any purpose other than expeditious unloading of Product.  Buyer shall
have a minimum of seven working days to unload each ISO container.
 
 6.
DELIVERY:  (a) Seller shall deliver Product, freight prepaid by
Seller, to Buyer’s facilities located in Pocatello, Idaho, conditioned after
July 1, 2010
(provided, however, that upon Seller’s receipt of written notice from Buyer of
its request for delivery prior to July 1, 2010, Seller
will use reasonable commercial efforts to deliver Product by the agreed upon
earlier date), on (i), Seller’s acknowledgement and agreement to fulfill Buyer’s
purchase order, and (ii) the return of sufficient ISO containers (from prior
shipments to Buyer) to Seller for Seller to ship the quantity in Buyer’s
corresponding purchase order. Buyer’s purchase order shall specify the calendar
week for delivery, which shall not be less than forty-five (45) days after
Seller receives the purchase order.  Seller shall credit Buyer one
percent (1.0%) of the purchase price for each day that a shipment is delayed, up
to a maximum of ten percent (10%).  No purchase order or other
document shall contain terms that contradict, or that impose any greater or
different obligations on Seller than undertaken by Seller in, this
Agreement.
 
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 (b) Buyer
represents that Buyer’s facilities and personnel are and shall continuously
remain fully qualified and equipped to safely and expeditiously accept delivery
of and unload Product, and promptly to return the ISO containers, and shall do
so.  Shipment of Product shall be DDP (Incoterms 2000), and delivery
of Product shall be deemed to have been made and transfer of title and risk of
loss to Buyer shall occur upon Product entering Buyer’s property or facility
(“Delivery Point”).
 
 7.
FORECASTING:  On or before May 1, 2010 and on or
before the first day of each calendar month thereafter, Buyer shall provide
Seller with its best, good faith rolling forecast (by month) for the following
six month period, setting forth Buyer’s estimated quantity of Product to be
purchased. Such forecasts shall be binding upon Buyer and Seller for forecasts
up to [*] metric tons in each calendar month.  For forecasts beyond
[*] metric tons, the portion over [*] metric tons shall not be binding upon
Buyer or Seller; provided, however, that Seller shall use commercially
reasonable efforts to meet Buyer’s forecasts even if the Minimum Quantity has
already been delivered or whether delivery of shipments has been postponed.
Buyer understands and agrees that Seller shall rely on such forecasts for its
production, allocation and delivery purposes.  Seller shall not be in
breach or default hereunder if it is unable to fulfill, in whole or in part, one
or more of Buyer’s orders with regard to the portion of Product over [*] metric
tons.
 
 8. STANDARD TERMS AND
CONDITIONS OF SALE:  Except as otherwise expressly provided in
this Agreement, this Agreement shall be governed by Seller’s Standard Terms and
Conditions of Sale, attached as Exhibit B.  If any conflict arises
between the terms in the body of this Agreement and the Seller’s Standard Terms
and Conditions of Sale, attached as Exhibit B, the terms in the body of this
Agreement shall take precedence.
 
 9. ENTIRE AGREEMENT AND
CONSTRUCTION:  This Agreement, which includes Exhibits A and B,
is the complete and exclusive statement of the agreement between Seller and
Buyer with respect to the subject matter hereof, and supersedes all other
pre-existing or contemporaneous agreements or understanding between Seller and
Buyer as to the subject matter hereof, and no additional or different term or
condition, whether in any other document or instrument, or whether stated
orally, will be binding or have any effect.  Seller and Buyer have
fully considered and negotiated this Agreement, with the benefit of legal
counsel. This Agreement has been drafted by both Seller and Buyer and shall not
be construed against either.
 
 10. AMENDMENT: No
change, whether by addition, deletion, modification, waiver or otherwise, of any
provision of this Agreement shall be made or shall be effective unless made in
writing, signed by both Seller and Buyer.
 
 11.
TERMINATION:  Each Party may, at its discretion, upon written
notice to the other Party, and in addition to its rights and remedies provided
under this Agreement or any other agreement executed in connection with this
Agreement and at law or in equity, terminate this Agreement in the event of any
of the following:
 
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 (a)  Upon
a material breach of the other Party of any material provision in this
Agreement, and failure of the other Party to cure such material breach within
forty-five (45) days after receiving written notice thereof.  For
purposes of this Section 11(a), a “material breach” means, subject to Section 6,
a monthly shipment which is delayed, Product that does not meet the Product
specifications, a payment default, or any other material breach of this
Agreement which materially and adversely affects a Party or which occurs on
multiple occasions.
  (b) Upon
the voluntary or involuntary initiation of bankruptcy or insolvency proceedings
against the other Party; provided, that for an involuntary bankruptcy or
insolvency proceeding, the Party subject to the proceeding shall have sixty (60)
working days within which to dissolve the proceeding or demonstrate to the
terminating Party’s satisfaction the lack of grounds for the initiation of such
proceeding;
 
 (c) If
the other Party (i) becomes unable, or admits in writing its inability, to pay
its debts generally as they mature, (ii) becomes insolvent (as such term may be
defined or interpreted under any applicable statute); or
 
 (d) Buyer
shall have the right to terminate this Agreement prior to April 30, 2010 if
Buyer fails to successfully complete its polysilicon reactor
demonstration.  Notwithstanding Section 5, if Buyer terminates this
Agreement prior to April 30, 2010,
Seller shall be entitled to retain the entire amount of the ISO Deposit, as
liquidated damages.  Buyer and Seller acknowledge that Seller has
incurred substantial costs in preparing and obtaining the ISO containers, as
well as costs to produce Product for Buyer, and the actual damages from any such
failure of acceptance are difficult to ascertain.  Buyer and Seller
acknowledge that the amount of the ISO Deposit represents a good faith and
reasonable estimate of the amount of such damages that Seller would incur from
any such failure, and is not a penalty.
 
 12.
ASSIGNMENT:  Neither Party may assign this Agreement to a third party
without the prior written consent of the other Party.  Notwithstanding
the foregoing, the assignment of this Agreement in connection with the sale of
all or substantially all of the assets of either Party, or the merger,
consolidation, or change of control of either Party, shall not require the
consent of the non-assigning Party.  This Agreement shall be binding
on each Party’s respective successors and assigns.
  EVONIK
      DEGUSSA CORPORATION
                HOKU
      Materials, Inc.By:
      /s/ Goswin
      Uehlenbruck
                By:
      /s/ Scott
      PaulName:
      Goswin Uehlenbruck
                Name:
      Scott PaulTitle:
      VP Advanced Silanes NAFTA
                Title:
      Chief Operating OfficerBy:
      /s/ Jack
      Clem
                By:
      /s/ Karl
      TaftName:
      Jack Clem
                Name:
      Karl Taft, IIITitle:
      Senior VP and General Manager
                Title:
      Chief Technology Officer
  Page 4 of
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  EXHIBIT
A
 
 Specifications
of Product
 
  
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 Version
December 2007
 
 EXHIBIT
B
 
 STANDARD
TERMS AND CONDITIONS OF SALE
 
 All
orders for product (“Product”) are subject to written acceptance by the company
of the Evonik Degussa group of companies selling the Product (“Seller”) and to
credit approval. The complete agreement between Seller and buyer (“Buyer”) is
contained herein and in such other document(s) agreed to in writing by Seller
and Buyer (collectively, “Contract”).
 
 1. ACCEPTANCE AND PRICE:
Except as stated therein, quotations are held open for thirty (30) days from the
date on the quotation. Prices quoted will be firm for orders scheduled by Seller
to be delivered within sixty (60) days after the quotation date; otherwise,
Seller reserves the right to apply prices in effect at the time of delivery,
including any surcharges applicable to the cost of production, distribution or
storage of Product. Prices do not include sales, use, excise, or other similar
taxes or governmental charges, and all such present and future taxes and charges
will be paid by Buyer. Payment terms are as set forth in the Sale Confirmation /
Acknowledgment. If any government action, order or request prevents Seller from
adjusting or continuing in effect the price stated in this Contract, Seller
shall have the right to cancel this Contract with respect to all or a portion of
Product deliverable thereunder, without any liability whatsoever. Each delivery
of Product is a separate and independent transaction, and payment for each
delivery shall be made accordingly. All payments are to be made in full and are
not subject to set-off, recoupment, abatement, counter-claim or any other
adjustment.
  2. DELIVERY:Delivery to Buyer of
Product, and corresponding transfer of title and of all risk of loss, shall
occur upon Product entering Buyer’s property or facility (the “Delivery Point”).
Delivery dates, where stated, are approximate. Buyer grants Seller a purchase
money security interest in all Product delivered hereunder until full payment
therefor has been received by Seller, and shall execute such related documents
as reasonably requested. Seller reserves the right to pack the Product otherwise
than as specified by Buyer but otherwise in a commercially reasonable manner.
Seller’s weights shall govern, absent manifest error.
  3. RETURNABLE
CONTAINERS: Except as provided below, returnable containers, if any,
shall remain the property of Seller. Buyer shall pay a deposit fee, per
container, to be determined from time to time by Seller. Upon Buyer returning
such container, freight prepaid by Seller, within ninety (90) days from the date
of invoice, in good and fully reusable condition, without any residue of any
materials other than Product under a nitrogen blanket, such deposit will be
returned. If any returnable container is not so returned, title and all
responsibility with respect to such container shall be deemed to have been
transferred to Buyer at the Delivery Point, and the deposit fee shall be
non-refundable and shall be retained by Seller.
  4. EXCUSED
NON-PERFORMANCE: (a) Seller shall not be liable for breach of any
obligation directly or indirectly attributable to circumstances beyond Seller’s
reasonable control. Such circumstances include, but are not limited to, acts of
God, acts of Buyer, war, riots, accident, fires, explosions, floods, sabotage,
terrorism, governmental laws, regulations, orders or action, national defense or
security requirements, acts or failure to act of its suppliers or other third
parties, natural disaster, weather conditions, or shortages of or inability to
obtain (as and when required and upon Seller’s usual terms and from its usual
sources of supply) suitable or sufficient energy, labor, machinery, facilities,
raw materials, transportation, supplies or other resources or services. Labor
difficulties, strike, lockout or injunction shall be conclusively presumed to be
beyond Seller’s reasonable control, and accordingly within the meaning and
intent of this Paragraph 4. All or some of the quantities of Product deliverable
under this Contract, or other performance by, Seller that is affected by this
Paragraph 4 may, in the sole and absolute discretion of Seller, be eliminated
and/or suspended from the operation of this Contract (with the elimination
and/or suspension of Buyer’s corresponding obligations), but such Contract shall
remain otherwise unaffected.
  (b) In
the event of inability for any reason to supply the quantity of Product stated
in this Contract, Seller may, without any liability, allocate its available
supply among any or all purchasers, as well as itself and its affiliates, in any
manner it chooses.
  (c)
Seller shall have the right, without any liability, to discontinue all or any of
its performance obligations under this Contract if, in its sole and exclusive
good faith opinion, the manufacture, export, import, sale and/or use of the
Product, or of any related component or process, by it or any of its affiliates
may infringe any patent or intellectual property right.
  5. PRODUCT SAFETY: BUYER
WARRANTS AND AGREES TO TRANSPORT, STORE, HANDLE, USE, DISPOSE OF AND OTHERWISE
DEAL WITH PRODUCT SAFELY AND IN STRICT COMPLIANCE WITH ALL LAWS AND REGULATIONS
AND ALL APPLICABLE STANDARDS OF CARE, INCLUDING IN A MANNER NO LESS STRINGENT
THAN AS SET FORTH IN SELLER’S LABELS, MATERIAL SAFETY DATA SHEETS AND OTHER
SAFETY AND HEALTH INFORMATION. Seller does not warrant the safety of the Product
or its use, whether alone or in combination with any other substance or in any
process. Buyer assumes all responsibility for warning its employees, customers
and independent contractors of any hazards associated with the Product. Buyer
agrees to indemnify, defend and hold Seller harmless from any liability of
whatever nature caused in whole or in part by Buyer’s failure to comply with
this Contract.
  6. WARRANTY: SELLER
MAKES NO WARRANTY OF, AND SHALL HAVE NO LIABILITY FOR, MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE (EVEN IF SELLER IS AWARE OF SUCH PURPOSE) OR OTHERWISE,
WHETHER EXPRESS OR IMPLIED, OTHER THAN THAT THE PRODUCT, UPON DELIVERY TO BUYER
AT THE DELIVERY POINT SHALL MEET THE SPECIFICATIONS UNDER THIS CONTRACT. NO
OTHER WARRANTY OR LIABILITY, EXPRESS OR IMPLIED, AND WHETHER ARISING BY
OPERATION OF LAW OR CUSTOM, SHALL APPLY. Buyer agrees to
inspect the Product as soon as practicable and to give notice in
writing to Seller of any claim within thirty (45) days of such delivery. Failure
to give notice in writing as aforesaid within the specified time constitutes an
unqualified acceptance of the Product and a waiver of all claims with respect
thereto.
  7. LIABILITY. Seller's
liability under this Contract shall be limited to the purchase price of the
Product supplied (or to have been supplied) hereunder in respect of which
damages are claimed. All technical or other advice by Seller, whether or not at
Buyer’s request, with respect to the Product, its processing, further
manufacture, other use or resale or otherwise, is given gratis by Seller and Seller
shall not be liable for, and Buyer assumes all risk of, such advice and the
results thereof. OTHER THAN AS SET FORTH IN THIS PARAGRAPH 7, SELLER SHALL IN NO
EVENT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR
OTHER DAMAGES, AND REGARDLESS WHETHER THE CLAIM IS BASED ON WARRANTY, CONTRACT,
TORT, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE. Upon satisfactory proof of
claim by Buyer, and as Buyer’s exclusive remedy, Seller will, within a
reasonable time, supply Buyer with replacement product of the same or equivalent
type, free of charge, freight prepaid or, at Seller's option, refund the
purchase price for the Product upon return of the Product or other delivered
material, or the unused portion thereof. Buyer charges for replacements and
returns for credit will not be allowed unless authorized by Seller in
writing.
  8. LIMITATIONS OF
ACTIONS: Except as otherwise provided in Paragraph 6, above, the right to
commence a legal action arising out of or in connection with this Contract or
the Product expires one (1) year after the cause of action has accrued. Failure
by Buyer to give written notice of a cause of action within such time period
shall constitute a complete defense for Seller against all such
actions.
  9. MANUFACTURING DEVICES AND
CONFIDENTIAL INFORMATION: All manufacturing devices, designs, formulas,
data, or other technical information of Seller or any of its affiliates relating
to this Contract will remain Seller's or its affiliates’ confidential property,
and Buyer shall not have any rights thereto, nor any rights to disclose such
items or information to any third party. Nothing in this Contract shall be
construed (by implication, estoppel or otherwise) as granting, or as an
undertaking by Seller to subsequently grant, to Buyer any license, right, title
or interest in or to any present or future patent, patent application, know-how,
copyright, trademark, trade secret or other proprietary right.
  10. BUYER’S
CREDIT/COLLECTION: Seller reserves the right, among other remedies,
either to terminate this Contract or to suspend further deliveries under it in
the event Buyer fails to pay for any one delivery when payment is due. Should
Buyer's credit standing become unsatisfactory to Seller, in its sole and
exclusive judgment, advanced cash payments or satisfactory security may be
required by Seller for future deliveries and for Product(s) theretofore
delivered. Buyer shall be responsible for the payment of reasonable attorneys’
fees and related costs and expenses incurred by Seller in (a) any claim or
action by Seller to enforce this Contract, and (b) successfully defending any
claim or action by Buyer.
  11. EXPORT COMPLIANCE:
Buyer warrants that it will not export or re-export any Product, other material,
or information of Seller or its affiliates, in violation of export-control or
other customs laws or regulations.
  12. BINDING
EFFECT/ASSIGNMENT: This Contract shall be binding on the successors and
assigns of Buyer and Seller; provided, however, that Buyer
shall not assign this Contract in whole or in part without the prior written
consent of Seller.
  13. WAIVER/SEVERABILITY:
(a) The failure of Seller to insist upon strict performance of any of the
provisions of this Contract will not constitute a waiver of those or any other
provisions. No waiver by Seller shall be deemed to arise from any course of
dealing or trade custom, and will only be effective if set forth in a separate
writing, signed by Seller.
  (b)
Should any provision of this Contract be deemed wholly or partly invalid, this
shall have no effect on the validity of the remaining provisions.
  (c)
Without limiting the generality of the foregoing, any purchase order or other
document of Buyer containing provisions that are inconsistent with or in
addition to this Contract shall not be binding upon Seller, and Seller hereby
expressly rejects them, regardless of any performance or receipt of payment;
provided, however, that this provision does not apply to the Sales Agreement,
which shall take precedence over this Exhibit B, Standard Terms and Condition of
Sale.
  14. GOVERNING LAW/WAIVER OF JURY
TRIAL: This Contract shall be interpreted and enforced in accordance with
the laws of the state of New Jersey, U.S.A., without regard to the United
Nations Convention on the International Sale of Goods or other international
treaty, rule or accord, and without regard to conflicts of law principles.
Seller and Buyer hereby irrevocably submit to the exclusive jurisdiction of the
federal and state courts located in the State of New Jersey for the resolution
of any claim under this Contract, and Buyer agrees not to assert any defense to
any suit, action or proceeding initiated by Seller based upon improper venue or
inconvenient forum. BUYER AGREES THAT ANY SUIT, ACTION OR PROCEEDING, WHETHER
CLAIM OR COUNTERCLAIM, BROUGHT BY IT RELATED TO THIS CONTRACT SHALL BE TRIED
ONLY BY A COURT AND NOT BY A JURY. BUYER HEREBY KNOWINGLY, VOLUNTARILY,
INTENTIONALLY AND INTELLIGENTLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH
SUIT, ACTION OR PROCEEDING.
  15.LANGUAGE:Seller and Buyer expressly agree that
this Contract as well as all documents and notices issued hereunder or relating
hereto will be in English. Les parties ont expressément exigé que ce
contrat, ainsi que tous documents et avis émis en vertu de celui-ci ou s’y
rattachant, soient en anglais.
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