Exhibit 10.1


 


COOPERATION AGREEMENT


 


This cooperation
agreement dated 18th day of December 2007 (the “Agreement”)
is made between:


 


(1)                                  Norsk Hydro Produksjon AS, Drammensveien
264, N-0240 Oslo, Norway, a corporation
organised under the laws of Norway with organisation number 930 187
240 (“Hydro”); and


 


(2)                                  Ascent Solar Technologies, Inc., 8120 Shaffer Parkway, Littleton, CO 80127-410,
USA, a corporation organised under the laws of the State of Delaware (“Ascent”).


 


Hydro and Ascent are
hereinafter collectively referred to as the “Parties”
and each a “Party”.


 


WHEREAS:


 


(A)                              Ascent
was established in 2005 to manufacture state of the art, thin-film
monolithically-integrated CIGS flexible photovoltaic modules (the “Products”).


 


(B)                                Hydro
and its affiliated companies (the “Hydro Group”) are
global aluminium, aluminium products and energy corporations.


 


(C)                                Hydro
currently owns 23% of all issued and outstanding shares in Ascent and has an
option to acquire up to 35% of all issued and outstanding shares in Ascent.


 


(D)                               Ascent
is expected to initiate a pilot phase of manufacturing the Products in Q1 2008
(the “Pilot Phase”). In the Pilot Phase,
Ascent is expected to operate a pilot line with a nameplate production capacity
of 1.5 MW per year to demonstrate the scalability of the process and produce
Products for initial marketing and testing. The Pilot Phase will run until a
full scale manufacturing plant is being built. Such Plant is expected to be
fully operational from Q2 2010 and is expected to have a production capacity of
25 MW per year (the “Commercial Phase”).


 


(E)                                 As a
large stakeholder of Ascent, Hydro is interested in assisting Ascent with the
development and promotion of the Products and bringing competitive Products to
the market, and to explore the application of the Products in Hydro Group’s
building integrated photovoltaic solutions (Hydro Group’s building integrated
photovoltaic products are referred to herein as the “Hydro
Products”).


 


NOW
THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS:


 


1                                          COOPERATION


 


Products


 

















 


 


Prior to and
during the Pilot Phase, Hydro Group and Ascent shall cooperate in developing
the Products and their application(s) to Hydro Products, through testing,
meetings and exchange of information during the Pilot Phase. Hydro Group shall
use its business network to market the Products and their applications in the
Hydro Products.


 


Ascent shall use
commercially reasonable efforts to supply Hydro Group with reasonable quantities
of the annual production of the Products in the Pilot Phase in order for Hydro
Group to develop and satisfy market demand for the Hydro Products. Hydro Group shall
be entitled to use the Products for testing, development and application in
Hydro Products. Hydro also shall have an option to purchase reasonable
quantities of Ascent’s annual production of the Products in the Commercial
Phase to develop and satisfy market demand for the Hydro Products. Ascent shall
deliver the Products to Hydro Group at market price and terms to be agreed by
the Parties. Notwithstanding any inference to the contrary, the Parties
anticipate that Ascent will have opportunities to sell Products to other companies,
partners and buyers; and, when assessing the reasonable quantity of Products to
be supplied to Hydro Group, the Parties shall take into consideration the
monetary and/or strategic value to Ascent of supplying Products to these third
parties. Nothing in this Agreement shall be construed as an exclusive supply
agreement by Ascent in favour of Hydro Group.


 


Commercial manufacturing
facility


 


Based on the
experience gained in management and execution of large projects in aluminium
and oil and energy, Hydro Group will use reasonable efforts to assist Ascent
with project management and  engineering resources
and methods to realise commercial manufacturing facilities in a cost and
time-efficient manner.


 


Hydro Group will
also use reasonable efforts to assist Ascent in optimising and streamlining Ascent’s
Product manufacturing lines by providing lean manufacturing expertise from
aluminium product operations, including assistance with project management,
implementation of health, safety and environment systems and quality assurance
and testing.


 


European market presence


 


Hydro Group shall
use its experience and presence in the European market to assist Ascent in
locating an area for a potential second plant and assist in setting up ancillary
arrangements for building such plant. Hydro Group shall further support Ascent
in its efforts to form strategic alliances with key players in the solar
industry in Europe.


 


2                                          NON-EXCLUSIVITY


 


The rights and
obligations of the Parties under this Agreement shall not be exclusive, which
means that Ascent may cooperate with other entities in the development of the
Products, and the Hydro Group may cooperate with other entities in the
development of solar applications for its building systems or other systems.


 


If and when
cooperating with third parties, the confidentiality obligations of the Parties
set out in clause 6 below shall be strictly adhered to.


 





















 


 


3                                          NON-SOLICITATION


 


During the term
of this Agreement, the Parties agree not to actively solicit for engagement or employment
any employees of the other Party without the prior written consent of such
other Party, except that this shall not prevent any Party from employing or
engaging any such employee who responds unsolicited to a general recruiting
campaign, or who, without solicitation, makes contact with such Party seeking
employment or other engagement.


 


4                                          TERM AND TERMINATION


 


This Agreement shall
apply from its date until 31 December 2012.


 


Either party may
terminate this Agreement with immediate effect by giving written notice to the
other party if either (i) the other party commits a material breach of
this Agreement and such breach is not remedied within 60 days of receiving
written notice of the breach; or (ii) Hydro (and its affiliates) is no
longer a greater than 5% shareholder of Ascent.


 


Upon termination
of this Agreement, all rights and obligations of the parties will cease to
exist provided that (i) any accrued rights or remedies of the parties in
existence immediately prior to the termination of the Agreement shall continue
to exist; (ii) the parties obligations of confidence under clause 6 are
independent and survive termination of this Agreement; and (iii) any other
term by its nature intended to survive termination of this Agreement survives
termination of this Agreement.


 


5                                          NO REPRESENTATIONS, WARRANTIES OR INDEMNIFICATION


 


The Parties agree
and acknowledge that neither Party makes any express or implied representation
or warranty as to the adequacy, reasonableness, accuracy or completeness of the
assistance or information supplied during the cooperation governed by this
Agreement.


 


Notwithstanding
any provision in this Agreement to the contrary, no Party shall be liable under
this Agreement for any direct or indirect, special or general damages, or for
consequential loss or damage such as loss of profit, or for any punitive or
exemplary damages howsoever the same may arise.


 


6                                          CONFIDENTIALITY


 


Except as set
forth in this clause, each of the Parties agrees that any and all information
or objects being delivered or disclosed (whether orally or in writing) to the
other Party in connection herewith shall be deemed to be confidential and
proprietary, and shall use its reasonable best efforts to keep such information
or objects confidential as if it was its own confidential information, except
when (i) such disclosure is required by law, stock exchange rules,
regulations or by any order of any court or administrative body of competent
jurisdiction; (ii) such information is or has become public through no
fault of the receiving Party; or (iii) such information has been obtained
separately by the receiving Party from a third party that is not bound by any
obligation of confidentiality regarding such information; or (iv) such
disclosure is to financial rating agencies or to the receiving party’s lawyers,
accountants or investment bankers who are subject to obligations of
confidentiality to the receiving party; or (v) with the prior written
approval of the other Party, which approval shall not be unreasonably 


 

















 


 


withheld. This
clause shall be in full force and effect for a period of three years after the termination
of this Agreement.


 


7                                          GOVERNING LAW AND JURISDICTION


 


This Agreement is
governed by, and shall be construed in accordance with, the laws of England.


 


Any dispute
arising out of or in connection with this Agreement, including any question
regarding its existence, validity or termination, shall be referred to and
finally resolved by arbitration under the LCIA Rules, which Rules are
deemed to be incorporated by reference into this clause. The number of
arbitrators shall be one. The seat, or legal place, of arbitration shall be
London. The language to be used in the arbitral proceedings shall be English.


 


8                                          MISCELLANEOUS


 


This Agreement
constitutes the entire agreement between the parties in connection with its
subject matter and supersedes all previous agreements or understandings between
the parties in connection with its subject matter.


 


Nothing in this
Agreement shall be deemed to neither constitute a partnership between the
Parties nor constitute either Party the agent of the other for any purpose.


 


* * *


 


Executed as an
agreement


 


	
  For and on
  behalf of:

  	
   

  	
  For and on
  behalf of:

  
	
   

  	
   

  	
   

  
	
  Norsk
  Hydro Produksjon AS

  	
   

  	
  Ascent
  Solar Technologies, Inc.

  
	
   

  	
   

  	
   

  
	
   /s/ Einar Glomnes

  	
   

  	
  /s/ Matthew
  Foster

  
	
   

  	
   

  	
   

  
	
  Einar Glomnes

  Head Solar