Confidential Materials omitted and filed separately with the 

Securities and Exchange Commission.  Asterisks denote omissions.

Exhibit 10.143

 

 

 

AMENDMENT NO. 3 TO THE

STRATEGIC ALLIANCE AGREEMENT

 

 

between

THE GILLETTE COMPANY

and

MTI MICROFUEL CELLS INC.

dated

September 13, 2006

AMENDMENT NO. 3 TO THE STRATEGIC ALLIANCE AGREEMENT

This Amendment No. 3 to the Strategic Alliance Agreement (this "Amendment"), dated as of September  13, 2006 (the "Amendment No. 3 Effective Date"), is made and entered into by and between The Gillette Company, a Delaware corporation ("Gillette"), and MTI MicroFuel Cells Inc., a Delaware corporation ("MTI").  Each of Gillette and MTI is referred to in this Amendment, from time to time, as a "Party" or, collectively, the "Parties".

W I T N E S S E T H:

WHEREAS, the Parties have entered into a strategic relationship defined in the Strategic Alliance Agreement, dated September 19, 2003, between Gillette and MTI, as amended by the Amendment to the Strategic Alliance Agreement (the "Amendment No. 1"), dated as of August 18, 2004 and the Amendment No. 2 to the Strategic Alliance Agreement (the "Amendment No. 2"), dated as of June 20, 2005 (as amended, the "Agreement");

WHEREAS, pursuant to the Agreement, the Parties entered into the Initial Work Plan, dated September 19, 2003 (as amended pursuant to Amendment No. 1 and Amendment No. 2, the "Initial Work Plan"); and

WHEREAS, the Parties believe there is mutual value in amending certain provisions of this Agreement to permit MTI to investigate, develop and pursue specific opportunities with Third Parties; and

WHEREAS, in the interest of a successful business outcome, the Parties wish to amend the Agreement in accordance with Section 13.14 of the Agreement to provide for such an exception to exclusivity and the suspension of certain obligations;

NOW THEREFORE, in consideration of the above stated premises and the mutual covenants and agreements set forth below, the Parties hereby agree as follows:

**DEFINITIONS**
Capitalized terms used, but not defined, in this Amendment shall have the meanings ascribed to them in the Agreement.
**AMENDMENT**
The Agreement is hereby amended as follows
**A1.)	Immediately after Article III, Section 3.2(d)(ii) new Article III, Section 3.2(d)(iii) is inserted as follows:
*(iii) By MTI.  MTI shall be permitted to offer sublicenses to the FR/SIC Technology to Third Parties for use outside the Target Market for any product that may be delivered by MTI to [**], subject to the terms set forth in Section 3.2(f)(ii).
**A2.)	Article III, Section 3.2(e) is deleted and replaced as follows:

(e)	*Technology Excluded from Third Party Licenses.*Notwithstanding any provision in this Agreement to the contrary, in no event shall Gillette be required or shall MTI be permitted to license to a Third Party any portion of the FR/SIC Technology that Gillette has not incorporated into a commercially available FR or SIC; *provided*,*however*, that the foregoing shall not apply to MTI Background Intellectual Property and Applicable DMFC Technology or to sublicenses granted pursuant to Section 3.2(d)(iii) hereof.
**A3.)	In Article VIII, Section 8.2(a) is deleted and replaced as follows: 
(a)	*Termination by Gillette or MTI Without Cause.*Either Gillette, in its sole discretion, or MTI, in its sole discretion, may elect to terminate this Agreement at any time before the completion of Key Milestone 4 (Feasibility Prototyping and OEM Feedback Loop) by giving the other Party Notice of such election.  Such termination shall become effective on the fifteenth (15th) day following Notice of the election to terminate unless the Party electing termination provides Notice of withdrawal of such election within such fifteen (15) day period.
**A4.)	In Article XIII, Section 13.1, the Notice information as to Gillette and MTI is deleted and replaced as follows:

If to Gillette, to:

The Gillette Company*********