Patent and Trademark Security Agreement by Amerigon Inc. in favor of Comerica



 EXHIBIT 10.3.2 
  
 PATENT AND TRADEMARK SECURITY AGREEMENT 
 BY AMERIGON INCORPORATED IN FAVOR OF 
 COMERICA BANK DATED AS OF MAY 20, 2005 
  
 PATENT AND TRADEMARK SECURITY AGREEMENT 
  
 PATENT AND TRADEMARK SECURITY AGREEMENT, dated as of May 20, 2005, made
by AMERIGON INCORPORATED, a Michigan corporation, successor by reason of merger with Amerigon Incorporated, a California corporation (the “Grantor”) in favor of COMERICA BANK, a Michigan banking corporation (the “Bank”).

  
 WITNESSETH: 
  
 WHEREAS, Grantor (as successor to Amerigon Incorporated, a California
corporation) is a party to the Credit Agreement dated as of November 14, 2002 (as amended or modified from time to time the “Credit Agreement”) between the Bank and Grantor; 
  
 WHEREAS, the Grantor owns certain Trademarks (as defined below) and Trademark
Licenses (as defined below) listed on Schedule I attached hereto; 
  
 WHEREAS, the Grantor owns certain Patents (as defined below) and Patent Licenses (as defined below) listed on Schedule II attached hereto; 
  
 WHEREAS, it is a condition precedent to the obligation of the Bank to make credit advances to Grantor under the Credit Agreement that the Grantor shall
have executed and delivered this Agreement to the Bank; 
  
 NOW,
THEREFORE, in consideration of the premises and to induce the Bank to enter into the Credit Agreement and to make advances to Grantor thereunder and under the Note (as defined below), the Grantor hereby agrees with the Bank, as follows: 

 
 1. Defined Terms. 
  
 (a) Unless otherwise defined herein, capitalized terms defined in the Credit
Agreement are used herein as defined therein. The following terms shall have the following meanings: 
  
 “Agreement”: this Patent and Trademark Security Agreement, as the same may be amended, supplemented, waived or otherwise
modified from time to time. 
  
 “Borrower
Patent and Trademark Collateral”: as defined in Section 2 of this Agreement. 







 “Code”: the Uniform Commercial Code as from time to time in effect in
the State of Michigan. 
  
 “Event of
Default”: any default or event of default described in Section 7 of the Credit Agreement and lapse of any applicable grace and/or cure periods. 
  

“General Intangibles”: as defined in the Code, including, without limitation, all Patents and Trademarks now or
hereafter owned by the Grantor to the extent such Patents and Trademarks would be included in General Intangibles under the Code. 
  
 “Lien”: any lien, security interest, pledge, encumbrance or other similar charge, whether voluntary or involuntary and
however created. 
  
 “Note”: the
collective reference to the notes issued pursuant to the Credit Agreement and any modifications, amendments, renewals or extensions thereof. 
  
 “Obligations”: the collective reference to the unpaid principal of and interest on (including, without limitation,
interest accruing after the maturity of the Note and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Grantor whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding) the Note, and, all other obligations and liabilities of the Grantor to the Bank, whether direct or indirect, absolute or contingent, due or to become due, or now existing or
hereafter incurred, including, without limitation, obligations and liabilities which may arise under, out of, or in connection with, the Credit Agreement, the Note, the Guaranty or any other document made, delivered or given in connection therewith,
in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all reasonable fees and disbursements of counsel to the Bank). 
  
 “Patent License”: all United States license
agreements with any other person in connection with any of the Patents or such other person’s patents, whether the Grantor is a licensor or a licensee under any such license agreement, including, without limitation, the license agreements
listed on Schedule II hereto and made a part hereof, subject, in each case, to the terms of such license agreements and the right to prepare for sale, sell and advertise for sale, all inventory now or hereafter covered by such licenses. 

 
 “Patents”: all United States patents,
patent applications including, without limitation, all patents and patent applications identified in Schedule II attached hereto and made a part hereof, and including without limitation (a) all inventions and improvements described and claimed
therein, (b) the right to sue or otherwise recover for any and, all past, present and future infringements and misappropriations thereof, (c) all income, royalties, damages and other payments now and hereafter due and/or payable with
respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past or future infringements 

  

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thereof), and (d) all rights corresponding thereto in the United States and all reissues, divisions, continuations, continuations-in-part, substitutes,
renewals, and extensions thereof, all improvements thereon, and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto (Patents and Patent Licenses being, collectively, the “Patent Collateral”).

  
 “Trademark License”: all
United States license agreements with any other person in connection with any of the Trademarks or such other person’s names or trademarks, whether the Grantor is a licensor or a licensee under any such license agreement, including, without
limitation, the license agreements listed on Schedule I hereto and made a part hereof, subject, in each case, to the terms of such license agreements, and the right to prepare for sale, sell and advertise for sale, all inventory now or hereafter
covered by such licenses. 
  
 “Trademarks”: all trademarks, service marks, trademark and service mark registrations, and applications for trademark or service mark registrations (except for “intent to use” applications for trademark or service
mark registrations filed pursuant to Section 1(b) of the Lanham Act, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of said Act has been filed), and any renewals thereof, including, without
limitation, each registration and application identified in Schedule I attached hereto and made a part hereof, and including without limitation (a) the right to sue or otherwise recover for any and all past, present and future infringements and
misappropriations thereof, (b) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and
damages and payments for past or future infringements thereof) and (c) all rights corresponding thereto in the United States and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto, together in each
case with the goodwill of the business connected with the use of, and symbolized by, each such trademark, service mark, trade name, trade dress or other indicia of trade origin (Trademarks and Trademark Licenses being, collectively, the
“Trademark Collateral”). 
  
 (b) The words
“hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section and paragraph
references are to this Agreement unless otherwise specified. 
  
 (c) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. 
  
 2. Grant of Security Interest. As collateral security for the prompt and complete payment and performance when due (whether at the stated maturity,
by acceleration or otherwise) of the Obligations, the Grantor hereby assigns, pledges and grants to the Bank a security interest in all of the following property now owned or at any time hereafter acquired by the Grantor or in which the Grantor now
has or at any time in the future may acquire any right, title or interest (collectively, the “Borrower Patent and Trademark Collateral”): 
  

	 	(i)	all Trademarks; 

  

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	 	(ii)	all Trademark Licenses; 

  

	 	(iii)	all Patents; 

  

	 	(iv)	all Patent Licenses; 

  

	 	(v)	all general intangibles connected with the use of or symbolized by the Trademarks and Patents; and 

  

	 	(vi)	to the extent not otherwise included, all proceeds and products of any and all of the foregoing; 

  
 Notwithstanding anything herein to the contrary, “Borrower Patent and Trademark Collateral” shall not include any
general intangible that is the subject of ‘a written agreement which specifically prohibits assignment thereof or grant of a security interest therein but only to the extent of such prohibition, and only to the extent that the terms and
provisions of such written agreement, document or instrument creating or evidencing such property or any rights relating thereto expressly prohibit the granting of a security interest therein or condition the granting of a security interest therein
on the consent of a third party whose consent has not been obtained or would cause, or allow a third party to cause, forfeiture of such property upon the granting of a security interest therein or a breach under any written agreement relating
thereto; provided, however, that immediately upon the effectiveness, lapse or termination of such provision, the Borrower Patent and: Trademark Collateral shall include, and Grantor shall be deemed to have granted a security interest in all such
general intangibles as if such term had never been in effect. 
  
 3. Grantor Remains Liable: Limitations on Bank’s Obligations. Anything herein to the contrary notwithstanding, (a) the Grantor shall remain liable under the contracts and agreements included in the Borrower Patent and
Trademark Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as: if this Agreement had not been executed, (b) the exercise by the Bank of any of the rights hereunder shall not
release the Grantor from any of its duties or obligations under the contracts and agreements included in the Borrower Patent and Trademark Collateral, and (c) the Bank shall not have any obligation or liability under the contracts and
agreements included in the Borrower Patent and Trademark Collateral by reason of this Agreement, nor shall the Bank be obligated to perform any of the obligations or duties of the Grantor thereunder or to take any action to collect or enforce any
claim for payment assigned hereunder. 
  
 4. Representations
and Warranties. The Grantor represents and warrants: as follows: 
  
 (a) Title; No Other Liens. Except for the Liens granted to the Bank and the Permitted Liens under the Credit Agreement, the Grantor is (or, in the case of after-acquired 

  

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Borrower Patent and Trademark Collateral, will be) the sole, legal and beneficial owner of the entire right, title and interest in and to the Trademarks set
forth on Schedule I hereto and the Patents set forth in Schedule II hereto free and clear of any and all Liens. No security agreement, financing statement or other public notice similar in effect with respect to all or any part of the Borrower
Patent and Trademark Collateral is on file or of record in any public office (including, without limitation, the United States Patent and Trademark Office) except such as may have been filed in favor of the Bank pursuant to this Agreement and
Permitted Liens. 
  
 (b) Perfected First Priority Liens.

  
 (i) This Agreement is effective to create, as
collateral security for the Obligations, valid and enforceable Liens on the Borrower Patent and Trademark Collateral in favor of the Bank, subject to Permitted Liens. 
  
 (ii) Upon filing of the financing statements delivered to the Bank (and the recording of this Agreement in
the United States Patent and Trademark Office), the Liens created pursuant to this Agreement will constitute valid and perfected Liens on the Borrower Patent and Trademark Collateral in favor of the Bank, which Liens, subject to Permitted Liens,
will be prior to all other Liens on the Borrower Patent and Trademark Collateral, and which Liens are enforceable as such against all creditors of and purchasers (except to the extent that the recording of an assignment or other transfer of title to
the Bank in the United States Patent and Trademark Office may be necessary for such enforceability) from the Grantor, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). 
  
 (c) Consents. Except as disclosed in Schedule III attached hereto, no consent of any party (other than such Grantor) to any Patent License or
Trademark License constituting Borrower Patent and Trademark Collateral is required, or purports to be required, to be obtained by or on behalf of such Grantor in connection with the execution, delivery and performance of this Agreement that has not
been obtained. Each Patent License and Trademark License constituting Borrower Patent and Trademark Collateral is in full force and effect and constitutes a valid and legally enforceable obligation of the Grantor and (to the knowledge of the
Grantor) each other party thereto except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law). No consent or authorization of, filing with or other act by or in respect of any governmental authority is required in connection with the execution, delivery, performance, validity
or enforceability of any of the Patent Licenses or Trademark Licenses by any party thereto other than those which have been duly obtained, made or performed and are in full force and effect. Neither the Grantor nor (to the knowledge of the Grantor)
any other party to any Patent License or Trademark License constituting Borrower Patent and Trademark Collateral is in default in the performance or observance of any of the terms thereof, except for such defaults as would not reasonably be
expected, in the aggregate, to have a material adverse effect on the value of the Borrower Patent and Trademark Collateral. The right, title and interest of the Grant r 

  

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in, to and under each Patent License and Trademark License constituting Borrower Pant and Trademark Collateral are not subject to any material defense,
offset, counterclaim or claim. 
  
 (d) Schedules I and II are
Complete; All Filings Have Been Made. Set forth in Schedules I and II is a complete and accurate list of the Trademarks and Patents owned by the Grantor as of the date hereof. The Grantor has made all necessary filings and recordations to
protect and maintain its interest in the Trademarks and Patents set forth in Schedules I and II, including, without limitation, all necessary filings and recordings, and payments of all maintenance fees, in the United States Patent and Trademark
Office to the extent such Trademarks and Patents are material to the Grantor’s business. Set forth in Schedules I and II is a complete and accurate list of all of the material Trademark Licenses and Patent Licenses owned by the Grantor as of
the date hereof. 
  
 (e) The Trademarks and Trademark Licenses
are Subsisting; and Not Adjudged Invalid. As of the date hereof, each material trademark registration and trademark application of the Grantor set forth in Schedule I is subsisting as of the date hereof and has not been adjudged invalid,
unregisterable or unenforceable, in whole or in part, and, to the best of the Grantor’s knowledge, is valid, registrable and enforceable. As of the date hereof, each of the Trademark Licenses set forth in Schedule I is validly subsisting and
has not been adjudged invalid or unenforceable, in whole or in part,, and, to the best of the Grantor’s knowledge, is valid and enforceable. As of the date hereof, the Grantor has notified the Bank in writing of all uses of any item of
Trademark Collateral of which the Grantor is aware which could reasonably be expected to lead to such item becoming invalid or unenforceable, including unauthorized uses by third parties and uses which were not supported by the goodwill of the
business connected with such Borrower Patent and Trademark Collateral. 
  
 (f) The Patent and Patent Licenses are Subsisting and Not Adjudged Invalid. As of the date hereof, each material Patent and patent application of the Grantor set forth in Schedule II is subsisting and has not been adjudged invalid,
unpatentable or unenforceable, in whole or in part, and, to the best of the Grantor’s knowledge, is valid, patentable and enforceable. As of the date hereof, each of the material Patent Licenses set forth in Schedule II is validly subsisting
and has not been adjudged invalid or unenforceable, in whole or in part, and, to the best of the Grantor’s knowledge, is valid and enforceable. As of the date hereof, the Grantor has notified the Bank in writing of all uses of any item of
Patent Collateral material to the Grantor’s business of which the Grantor is aware which could reasonably be expected to lead to such item becoming invalid or unenforceable. 
  
 (g) No Previous Assignments or Releases. Except as expressly permitted by the Credit Agreement and such as may have
been filed in favor of Bank relating to this Agreement, no effective financing statement or other instrument similar in effect covering all or any part of the Borrower Patent and Trademark Collateral is on file in any filing or recording office.

  
 (h) Proper Statutory Notice. The Grantor has marked its
products with the trademark registration symbol the numbers of all appropriate patents, the common law trademark symbol or the designation “patent pending,” as the case may be, to the extent that it is reasonably and commercially
practicable, in all material respects. 
  

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 (i) No Knowledge of Claims Likely to Arise. After reasonably inquiry, Grantor is not aware of any
pending or threatened claim by any third party that any of the Borrower Patent and Trademark Collateral owned, held or used by such Grantor is invalid or unenforceable. 
  
 (j) No Knowledge of Existing or Threatened Claims. No claim has been made and is continuing or, to the best of the
Grantor’s knowledge, threatened that the use by the Grantor of any item of material Borrower Patent and Trademark Collateral is invalid or unenforceable or that the use by the Grantor of any material Borrower Patent and Trademark Collateral
does or may violate the rights of any person. To the best of the Grantor’s knowledge, there is currently no infringement or unauthorized use of any item of material Borrower Patent and Trademark Collateral contained on Schedules I and II.

  
 5. Covenants. The Grantor covenants and agrees with the
Bank that, from and after the date of this Agreement until the payment in full of the Obligations: 
  
 (a) Further Documentation; Pledge of Instruments and Chattel Paper. At any time and from time to time, upon the written request of
the Bank or the Grantor, as the case may be, and at the sole expense of the Grantor, the Grantor or the Bank, as the case may be, will promptly and duly execute and deliver such further instruments and documents and take such further action as the
Bank or the Grantor may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation
statements under the Code in effect in any jurisdiction with respect to the Liens created hereby. The Grantor also hereby authorizes the Bank to file any such financing or continuation statement without the signature of the Grantor to the extent
permitted by applicable law. A carbon, photostatic or other reproduction of this Agreement shall be sufficient as a financing statement for filing in any jurisdiction. The Bank agrees to notify the Grantor and the Grantor agrees to notify the Bank
of any financing or continuation statement filed by it pursuant to this Section 5(a), provided that any failure to give any such notice shall not affect the validity or effectiveness of any such filing. 
  
 (b) Indemnification and Expenses. The Grantor agrees
to pay, and to save the Bank harmless from, any and all liabilities and reasonable costs and expenses (including, without limitation, reasonable legal fees and expenses) (i) with respect to, or resulting from, any delay by the Grantor in
complying with any material requirement of law applicable to any of the Borrower Patent and Trademark Collateral, or (ii) in connection with any of the transactions contemplated by this Agreement, provided that such indemnity shall not be
available to the extent that such liabilities, costs and expenses resulted from the gross negligence or willful misconduct of the Bank. In any suit, proceeding or action brought by the Bank under any of the Borrower Patent and Trademark Collateral
for any sum owing thereunder, or to enforce any of the Borrower Patent and Trademark Collateral, the Grantor will save, indemnify and keep the Bank harmless from and against all expense, loss or damage suffered by reason of any defense or
counterclaim raised in any such suit, proceeding or action. 
  

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 (c) Maintenance of Records. (i) The Grantor will keep and maintain at its own
cost and expense reasonably satisfactory and complete records of the Collateral, and shall mark such records to evidence this Agreement and the Liens and the security interests created hereby. For the Bank’s further security, the Bank shall
have a security interest in all of the Grantor’s books and records pertaining to the Borrower Patent and Trademark Collateral, and the Grantor shall permit the Bank or its representatives to review such books and records upon reasonable advance
notice during normal business hours at the location where such books and records are kept and at the reasonable request of the Bank. 
  
 (d) Right of Inspection. Upon reasonable advance notice to the Grantor and at reasonable intervals, the Bank and its respective
representatives shall have reasonable access during normal business hours to all the books, correspondence and records of the Grantor, and the Bank and its respective representatives may examine the same, and to the extent reasonable take extracts
therefrom and make photocopies thereof, and the Grantor agrees to render to the Bank, at the Grantor’s reasonable cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto. 
  
 (e) Compliance with Laws, etc. The Grantor will
comply in all material respects with all requirements of law applicable to the Borrower Patent and Trademark, Collateral or any part thereof, except to the extent that the failure to so comply would not be reasonably expected to materially adversely
affect in the aggregate the Bank’s rights, hereunder, the priority of its Liens on the Borrower Patent and Trademark Collateral or the value of the Borrower Patent and Trademark Collateral. 
  
 (f) Further Identification of Borrower Patent and
Trademark Collateral: The Grantor will furnish to the Bank from time to time such statements and schedules further identifying and describing the Borrower Patent and Trademark Collateral, and such other reports in connection with the Borrower
Patent and Trademark Collateral, as the Bank may reasonably request, all in reasonable detail. 
  
 (g) Security Interest in Any Newly Acquired Borrower Patent and Trademark Collateral. The Grantor agrees that should it obtain an
ownership interest in any Trademark, Patent, Trademark License or Patent License which is not now a part of the Borrower Patent and Trademark Collateral, (i) the provisions of Section 2 shall automatically apply thereto, (ii) any such
Trademark, Patent, Trademark License and Patent License shall automatically become part of the Borrower Patent and Trademark Collateral, and (iii) with respect to any ownership interest in any Trademark, Patent, Trademark License or Patent
License that the Grantor should obtain which the Grantor reasonably deems is material to its business, it shall give notice thereof to the Bank in writing, in reasonable detail, within 30 days after acquiring such ownership interest. The Grantor
authorizes the Bank to modify this Agreement by amending Schedules I and II (and will cooperate reasonably with the Bank in effecting any such amendment) to include on Schedule I any Trademark and Trademark License and on Schedule II any Patent or
Patent License of which it receives notice under this Section. 
  

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 (h) Maintenance of the Trademark Collateral. The Grantor agrees to take all
necessary steps, including, without limitation, in the United States Patent and Trademark Office or in any court, to (i) maintain each trademark registration and each Trademark License identified on Schedule I hereto, and (ii) pursue each
trademark application now or hereafter identified in Schedule I hereto, including, without limitation, the filing of responses to office actions issued by the United States Patent and Trademark Office, the filing of applications for renewal, the
filing of affidavits under Sections 8 and 15 of the United States Trademark Act, and the participation in opposition, cancellation, infringement and misappropriation proceedings, except, in each case in which the Grantor has reasonably determined
that any of the foregoing is not of material economic value to it. The Grantor agrees to take corresponding steps with respect to each new or acquired trademark registration, trademark application or any rights obtained under any Trademark License,
in each case, which it is now or later becomes entitled, except in each case in which the Grantor has reasonably determined that any of the foregoing is not of material economic value to it. Any expenses incurred in connection with such activities
shall be borne by the Grantor. 
  
 (i)
Maintenance of the Patent Collateral. The Grantor agrees to take all necessary steps, including, without limitation, in the United States Patent and Trademark Office or in any court, to (i) maintain each Patent and each Patent License
identified on Schedule II hereto, and (ii) pursue each patent application, now or hereafter identified in Schedule II hereto, including, without limitation, the filing of divisional, continuation, continuation-in-part and substitute
applications, the filing of applications for reissue, renewal or extensions, the payment of maintenance fees, and the participation in interference, reexamination, opposition, infringement and misappropriation proceedings, except in each case in
which the Grantor has reasonably determined that any of the foregoing is not of material economic value to it. The Grantor agrees to take corresponding steps with respect to each new or acquired Patent, patent application, or any rights obtained
under any Patent License, in each case, which it is now or later becomes entitled, except in each case in which the Grantor has reasonably determined that any of the foregoing is not of material economic value to it. Any expenses incurred in
connection with such activities shall be borne by the Grantor. 
  
 (j) Grantor Shall Not Abandon any Borrower Patent and Trademark Collateral. The Grantor shall not abandon any trademark registration, Patent or any pending trademark or patent application, without the written
consent of the Bank, unless the Grantor shall have previously determined that such use or the pursuit or maintenance of such trademark registration, Patent or pending trademark or patent application is not of material economic value to it, in which
case, the Grantor will, at least annually, give notice of any such abandonment to the Bank in writing. 
  
 (k) Infringement of Any Borrower Patent and Trademark Collateral. In the event that the Grantor becomes aware that any item of the
Borrower Patent and Trademark Collateral which the Grantor has reasonably determined to be material to its business is infringed or misappropriated by a third party, the Grantor shall promptly 

  

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notify the Bank promptly and in writing, in reasonable detail, and shall take such actions as the Grantor or the Bank deems reasonably appropriate under the
circumstances to protect such Borrower Patent and Trademark Collateral, including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. Any expense incurred in connection
with such activities shall be borne by the Grantor. The Grantor will advise the Bank promptly and in writing, in reasonable detail, of any adverse determination or the institution of any proceeding (including, without limitation, the institution of
any proceeding in the United States Patent and Trademark Office or any court) regarding any item of the Borrower Patent and Trademark Collateral. 
  
 (l) Limitation on Liens on Borrower Patent and Trademark Collateral. Except for the Permitted Liens, the Grantor will not create,
incur or permit to exist, will defend the Borrower Patent and Trademark Collateral against, and will take such other action as is reasonably necessary to remove, any Lien or material adverse claim on or to any of the Borrower Patent and Trademark
Collateral, other than the liens created by this Agreement, and will defend the right, title and interest of the Bank in and to any of the Borrower Patent and Trademark Collateral against the claims and demands of all persons whomsoever. 

 
 (m) Limitations on Dispositions of Borrower Patent and
Trademark Collateral. Except as permitted pursuant to the Credit Agreement, the Grantor will not sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the, Borrower Patent and Trademark Collateral, or
attempt, offer or contract to do so. 
  
 (n)
Notices. The Grantor will advise the Bank promptly, in reasonable detail, (i) of any Lien (other than Liens created hereby) on, or material adverse claim asserted against, Patents or Trademarks and (ii) of the occurrence of any
other event which would reasonably be expected in the aggregate to have a material adverse effect on the aggregate value of the Borrower Patent and Trademark Collateral or the Liens created hereunder. 
  
 6. Bank’s Appointment as Attorney-in-Fact. 
  
 (a) Powers. The Grantor hereby irrevocably constitutes and appoints
the Bank, and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Grantor and in the name of the Grantor or in its own name,
from time to time in the Bank’s discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to
accomplish the purposes of this Agreement;’. and, without limiting the generality of the foregoing, the Grantor hereby gives the Bank the power and right, on behalf of the Grantor, without notice to or assent by the Grantor, to do the following
at any time, and to the extent permitted by law: 
  

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 (i) to execute and deliver any and all agreements, instruments, documents, and papers as the Bank may
reasonably request to evidence the Bank’s security interest in any of the Borrower Patent and Trademark Collateral; 
  
 (ii) in the name of the Grantor or its own name, or otherwise, to take possession of and indorse and collect any checks, drafts, notes, acceptances or
other instruments for the payment of moneys due under any general intangible (to the extent that any of the foregoing constitute Borrower Patent and Trademark Collateral) or with respect to any other Borrower Patent and Trademark Collateral and to
file any claim or to take any other action or institute any proceeding in any court of law or equity or otherwise deemed appropriate by the Bank for the purpose of collecting any and all such moneys due under any such General Intangible or with
respect to any such other Borrower Patent and Trademark Collateral whenever payable; 
  
 (iii) to pay or discharge Liens placed on the Borrower Patent and Trademark Collateral, other than Liens permitted under this Agreement and the Permitted Liens; and 
  
 (iv) (A) to direct any party liable for any payment under any of the
Collateral to make payment of any and all moneys due or to become due thereunder directly to the Bank or as the Bank shall direct; (B) to ask for, or demand, collect, receive payment of and receipt for, any and all moneys, claims and other
amounts due or to become due at any time in respect of or arising out of any of the Borrower Patent and Trademark Collateral; (C) to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts
against debtors, assignments, verifications, notices and other documents in connection with any of the Borrower Patent and Trademark Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of
competent jurisdiction to collect the Borrower Patent and Trademark Collateral or any thereof and to enforce any other right in respect of any Borrower Patent and Trademark Collateral; (E) to defend any suit, action or proceeding brought
against the Grantor with respect to any of the Borrower Patent and Trademark Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges
or releases as the Bank may deem appropriate; (G) subject to any pre-existing rights or licenses, to assign any Patent or Trademark constituting Borrower Patent and Trademark Collateral (along with the goodwill of the business to which any such
Patent or Trademark pertains), for such term or terms, on such conditions, and in such manner, as the Bank shall in its sole discretion determine; and (H) generally, to sell, transfer,, pledge and make any agreement with respect to or otherwise
deal with any of the Borrower Patent and Trademark Collateral as fully and completely as though the Bank were the absolute owner thereof for all purposes, and to do, at the Bank’s option and the Grantor’s expense, at any time, or from time
to time, all acts and things which the Bank deems necessary to protect, preserve or realize upon the Borrower Patent and Trademark Collateral and the Bank’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively
as the Grantor might do. 
  
 The Grantor hereby ratifies all that said attorneys
shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until payment in full of the Obligations. 
  

 11 








 (b) Other Powers. The Grantor also authorizes the Bank, from time to time if an Event of Default
shall have occurred and be continuing, to execute, in connection with any sale provided for in Section 8 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Borrower Patent and Trademark
Collateral. 
  
 (c) No Duty on the Part of Bank. The powers
conferred on the Bank hereunder are solely to protect the Bank’s interests in the Borrower Patent and Trademark Collateral and shall not impose any duty upon the Bank to exercise any such powers. The Bank shall be accountable only for amounts
that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to the Grantor for any act or failure to act hereunder, except for their own gross
negligence or willful misconduct. 
  
 7. Performance by Bank of
Grantor’s Obligations. If the Grantor fails to perform or comply with any of its agreements contained herein and the Bank, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or
compliance, with such agreement, the reasonable expenses of the Bank incurred in connection with such performance or compliance, together with interest thereon at the rate provided in the Credit Agreement, shall be payable by the Grantor to the Bank
on demand and shall constitute Obligations secured hereby. 
  
 8.
Proceeds. It is agreed that if an Event of Default shall occur and be continuing;, (a) all proceeds of any Borrower Patent and Trademark Collateral received by the Grantor consisting of cash, checks and other near-cash items shall be
held by the Grantor in trust for the Bank, segregated from other funds of the Grantor, and at the request of the Bank shall, forthwith upon receipt by the Grantor, be turned over to the Bank in the exact form received by the Grantor (duly indorsed
by the Grantor to the Bank, if required by the Bank) and (b) any and all such proceeds received by the Bank (whether from the Grantor or otherwise) may, in the sole discretion of the Bank, be held by the Bank as collateral security for the
Obligations (whether matured or unmatured) and/or then or at any time thereafter may be applied by the Bank against, the Obligations then due and owing. Any balance of such proceeds remaining after the payment in full of the Obligations shall be
paid over to the Grantor or to whomsoever may be lawfully entitled to receive the same. 
  
 9. Remedies. If an Event of Default shall occur and be continuing, the Bank may exercise all rights and remedies of a secured party under the Code, and, to the extent permitted by law, all other rights and
remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations. Without limiting the generality of the foregoing, the Bank, without demand of performance or other demand,
presentment, protest, advertisement or notice of any kind (except any notice required by law referred to bellow) to or upon the Grantor or any other person (all and each of which demands, defenses, advertisements and notices are hereby waived) may
in such circumstances, to the extent permitted by law, forthwith collect, receive, appropriate and realize upon the Borrower Patent and Trademark Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to
purchase, or otherwise dispose of and deliver the Borrower Patent and Trademark Collateral or any part thereof (or contract to do any of the foregoing) in one or more parcels at public or private sale or sales, at any exchange, broker’s board
or office of the Bank or 

  

 12 








 
elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery
without assumption of any credit risk. The Bank shall have the right, to the extent permitted by law, upon any such sale or sales, to purchase the whole or any part of the Borrower Patent and Trademark Collateral so sold, free of any right or equity
of redemption in the Grantor, which right or equity is hereby waived or released. The Grantor further agrees, at the Bank’s request, upon the occurrence and during the continuance of an Event of Default, to assemble the Borrower Patent and
Trademark Collateral and make it available to the Bank at places which the Bank shall reasonably select, whether at the Grantor’s premises or elsewhere. In the event of any sale, assignment, or other disposition of any of the Borrower Patent
and Trademark Collateral, the goodwill of the business connected with and symbolized by any Trademark Collateral subject to such disposition shall be included, and the Grantor shall supply to the Bank or its designee the Grantor’s know-how and
expertise relating to the Borrower Patent and Trademark Collateral subject to such disposition, and the Grantor’s notebooks, studies, reports, records, documents and things embodying the same or relating to the inventions, processes or ideas
covered by, and to the manufacture of any products under or in connection with, the Borrower Patent and Trademark Collateral subject to such disposition, and the Grantor’s customer’s lists, studies and surveys and other records and
documents relating to the distribution, marketing, advertising and sale of products relating to the Borrower Patent and Trademark Collateral subject to such disposition. The Bank shall apply the net proceeds of any such collection, recovery,
receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Borrower Patent and Trademark Collateral or in any way relating to
the Borrower Patent and Trademark Collateral or the rights of the Bank, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations then due and owing, and only after such
application and after the payment by the Bank of any other amount required by any provision of law, need the Bank account for the surplus, if any, to the Grantor. To the extent permitted by applicable law, the Grantor waives all claims, damages and
demands it may acquire against the Bank arising out of the repossession, retention or sale of the Borrower Patent and Trademark Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful
misconduct of the Bank. If any notice of a proposed sale or other disposition of Borrower Patent and Trademark Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other
disposition. The Grantor shall remain liable for any. deficiency if the proceeds of any sale or other disposition of the Borrower Patent and Trademark Collateral are insufficient to pay the then outstanding Obligations, including the reasonable fees
and disbursements of any attorneys employed by the Bank to collect such deficiency. 
  
 10. Limitation on Duties Regarding Preservation of Borrower Patent and Trademark Collateral. The Bank’s sole duty with respect to the custody, safekeeping and physical preservation of the Borrower Patent
and Trademark Collateral in its possession, shall be to deal with it in the same manner as the Bank deals with similar property for its own account. Neither the Bank nor any of its directors, officers, employees or agents shall be liable for failure
to demand, collect or realize upon all or any part of the Borrower Patent and Trademark Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Borrower Patent and Trademark Collateral upon the
request of the Grantor or any other person. 
  

 13 








 11. Powers Coupled with an Interest. All authorizations and agencies herein contained with respect
to the Borrower Patent and Trademark Collateral are powers coupled with an interest and are irrevocable until payment in full of the Obligations. 
  
 12. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. 
  
 13. Section Headings. The
Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. 
  
 14. No Waiver; Cumulative Remedies. The Bank shall not by any act (except by a written instrument pursuant to
Section 15 hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Event of Default or in any breach of any of the terms and conditions hereof. No failure to
exercise, nor any delay in exercising, on the part of the Bank, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. A waiver by the Bank of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Bank would otherwise have one any
future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law. 
  
 15. Waivers and Amendments; Successors and Assigns. None of the terms or provisions of this Agreement may be waived,
amended, supplemented or otherwise modified except by a written instrument executed by the Grantor and the Bank. This Agreement shall be binding upon the successors and assigns of the Grantor and shall inure to the benefit of the Bank and its
successors and assigns, except that the Grantor may not assign, transfer or delegate; any of its rights or obligations under this Agreement without the prior written consent of the Bank. 
  
 16. Notices. All notices, requests and demands to or upon the respective parties hereto shall be made in accordance
with the Credit Agreement. 
  
 17. GOVERNING LAW. THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MICHIGAN WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF. 
  
 18. Release of Collateral and Termination. At such time as the payment in full of the Obligations, the Borrower
Patent and Trademark Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Bank hereunder shall terminate, all without delivery of
any 

  

 14 








 
instrument or performance of any act by any party, and all rights to the Borrower Patent and Trademark Collateral shall revert to the Grantor. 
  
 19. Waiver of Jury Trial. The Grantor hereby waives any right to trial
by jury in the event of litigation regarding the performance or enforcement of, or in any way related to, this Agreement. 
  
 IN WITNESS WHEREOF, the Grantor has caused this Agreement to be duly executed and delivered as of the date first above written. 
  

			
	AMERIGON INCORPORATED, a Michigan Corporation
		
	By:	 	 /s/ D. R. Coker


	Title	 	: President & CEO


  

 15 








 Schedule I 
  

TRADEMARKS AND TRADEMARK LICENSES 
  
 U.S. Trademarks 
  

 16 








 TRADEMARKS 
  
 U.S. and Foreign Trademarks 
  

																			
	 Case Number

	  	Trademark Name

	  	Class

	  	Country

	  	Status

	  	 Application
 Number

	  	 Filing
 Date

	  	 Reg
 Number

	  	Reg Date

	  	 Renewal
 Date


	AMERGN.018T	  	CCS	  	11	  	US	  	Registered	  	75/478133	  	4/30/98	  	2376532	  	8/15/2000	  	8/15/2010
										
	AMERGN.019T	  	CLIMATE
CONTROL
SEAT	  	11	  	US	  	Registered	  	75/478132	  	4/30/98	  	2495253	  	10/9/01	  	10/9/11
										
	AMERGN.019WEU	  	CLIMATE
CONTROL
SEAT	  	11	  	EU	  	Registered	  	2412294	  	10/16/01	  	2412294	  	1/3/03	  	10/16/11
										
	AMERGN.026T	  	AMERGN	  	9,11,12	  	US	  	Registered	  	75/496034	  	6/4/1998	  	2426039	  	2/06/01	  	2/6/11
										
	AMERGN.039T	  	MTM	  	11	  	US	  	Registered	  	76/351700	  	12/21/01	  	2875275	  	8/17/04	  	8/17/2014
										
	AMERGN.039WCA	  	MTM	  	11	  	CA	  	Published	  	1144250	  	6/18/02	  	 	  	 	  	 
										
	AMERGN.039WCN	  	MTM	  	11	  	CN	  	Pending	  	3216134	  	6/19/02	  	 	  	 	  	 
										
	AMERGN.039WEU	  	MTM	  	11	  	EU	  	Published	  	2738938	  	6/18/02	  	 	  	 	  	 
										
	AMERGN.039WJP	  	MTM	  	11	  	JP	  	Registered	  	2002-51840	  	6/21/02	  	4634473	  	1/10/03	  	1/10/13
										
	AMERGN.039WKR	  	MTM	  	11	  	KR	  	Registered	  	40200228824	  	6/21/02	  	0570527	  	1/2/04	  	1/2/14
										
	AMERGN.039WMX	  	MTM	  	11	  	MX	  	Registered	  	553093	  	6/21/02	  	840976	  	7/9/04	  	 
										
	AMERGN.040WCN	  	MICRO
THERMAL
MODULE	  	11	  	CN	  	Registered	  	3216133	  	6/19/02	  	3216133	  	10/14/03	  	10/13/13








 Schedule II 
  
 PATENTS AND PATENT LICENSES 
  
 U.S. Patents 
  

	I.	PATENTS 

  

	I.	PATENTS IN THE APPLICATION PROCESS 








 PATENTS AND PATENT LICENSES 
  
 U.S. AND FOREIGN 
  

	I.	PATENTS 

  

															
	 Case
 Number

	 	 Title of Invention

	  	Country

	  	Status

	  	 Application
 Number

	  	 File
 Number

	  	 Patient
 Number

	  	 Issue
 Date


	AMERGN.001A	 	HIGH PERFORMANCE VEHICLE RADAR SYSTEM	  	US	  	Issued	  	09/027996	  	2/23/98	  	606958	  	5/30/00
								
	AMERGN.001CP1	 	HIGH PERFORMANCE VEHICLE RADAR SYSTEM	  	US	  	Issued	  	09/106238	  	6/29/98	  	6380883	  	4/30/02
								
	AMERGN.001CP2	 	HIGH PERFORMANCE VEHICLE RADAR SYSTEM	  	US	  	Issued	  	09/169679	  	10/9/98	  	6400308	  	6/4/02
								
	AMERGN.001CP4	 	HIGH PERFORMANCE VEHICLE RADAR SYSTEM	  	US	  	Issued	  	09/253468	  	2/19/99	  	6232910	  	5/15/01
								
	AMERGN.006A	 	VARIABLE TEMPERATURE SEAT	  	US	  	Issued	  	08/156562	  	11/22/93	  	5597200	  	1/28/97
								
	AMERGN.006VDE	 	VARIABLE TEMPERATURE SEAT	  	DE	  	Issued	  	95902674.1	  	11/21/94	  	69428709.1	  	10/17/2001
								
	AMERGN.006VEP	 	VARIABLE TEMPERATURE SEAT	  	EP	  	Issued	  	95902674.1	  	11/21/94	  	0730422	  	 
								
	AMERGN.006VFR	 	VARIABLE TEMPERATURE SEAT	  	FR	  	Issued	  	95902674.1	  	11/21/94	  	0730422	  	 
								
	AMERGN.006VGB	 	VARIABLE TEMPERATURE SEAT	  	GB	  	Issued	  	95902674.1	  	11/21/94	  	0730422	  	1/10/03
								
	AMERGN.006VIN	 	VARIABLE TEMPERATURE SEAT	  	IN	  	Issued	  	926/DEL/95	  	5/23/95	  	191107	  	1/2/04
								
	AMERGN.006VIT	 	VARIABLE TEMPERATURE SEAT	  	IT	  	Issued	  	95902674.1	  	11/21/94	  	0730422	  	7/9/04
								
	AMERGN.006VSE	 	VARIABLE TEMPERATURE SEAT	  	SE	  	Issued	  	95902674.1	  	11/21/94	  	0730422	  	10/14/03
								
	AMERGN.006VSG	 	VARIABLE TEMPERATURE SEAT	  	SG	  	Issued	  	9608326-6	  	11/21/94	  	46686	  	5/25/1999
								
	AMERGN.007CP1	 	VARIABLE TEMPERATURE SEAT CLIMATE CONTROL SYSTEM	  	US	  	Issued	  	08/288459	  	8/10/94	  	5626021	  	5/6/1997
								
	AMERGN.007QCN	 	VARIABLE TEMPERATURE SEAT CLIMATE CONTROL SYSTEM	  	CN	  	Issued	  	95194981.0	  	8/10/95	  	ZL95194981.0	  	3/31/2004
								
	AMERGN.007QDE	 	VARIABLE TEMPERATURE SEAT CLIMATE CONTROL SYSTEM	  	DE	  	Issued	  	95928827.5	  	8/10/95	  	69523606.7	  	10/31/2001
								
	AMERGN.007QEP	 	VARIABLE TEMPERATURE SEAT CLIMATE CONTROL SYSTEM	  	EP	  	Issued	  	95928827.5	  	8/10/95	  	0775284	  	10/31/2001
								
	AMERGN.007QFR	 	VARIABLE TEMPERATURE SEAT CLIMATE CONTROL SYSTEM	  	FR	  	Issued	  	95928827.5	  	8/10/95	  	0775284	  	10/31/2001
								
	AMERGN.007QGB	 	VARIABLE TEMPERATURE SEAT CLIMATE CONTROL SYSTEM	  	GB	  	Issued	  	95928827.5	  	8/10/95	  	0775284	  	10/31/2001
								
	AMERGN.007QIT	 	VARIABLE TEMPERATURE SEAT CLIMATE CONTROL SYSTEM	  	IT	  	Issued	  	95928827.5	  	8/10/95	  	0775284	  	10/31/2001
								
	AMERGN.007QKR	 	VARIABLE TEMPERATURE SEAT CLIMATE CONTROL SYSTEM	  	KR	  	Issued	  	97-700870	  	8/10/95	  	0372088	  	1/29/2003
								
	AMERGN.007QSE	 	VARIABLE TEMPERATURE SEAT CLIMATE CONTROL SYSTEM	  	SE	  	Issued	  	9598827.5	  	8/10/95	  	0775284	  	10/31/2001









															
	AMERGN.007RA	 	VARIABLE TEMPERATURE SEAT CLIMATE CONTROL SYSTEM	  	US	  	Issued	  	09/096226	  	6/11/98	  	RE38128	  	6/3/2003
	AMERGN.007VDE	 	VARIABLE TEMPERATURE SEAT CLIMATE CONTROL SYSTEM	  	DE	  	Issued	  	95902641.0	  	11/17/94	  	69425156.9	  	7/5/2000
								
	AMERGN.007VEP	 	VARIABLE TEMPERATURE SEAT CLIMATE CONTROL SYSTEM	  	EP	  	Issued	  	95902641.0	  	11/17/94	  	0730720	  	7/5/2000
								
	AMERGN.007VFR	 	VARIABLE TEMPERATURE SEAT CLIMATE CONTROL SYSTEM	  	FR	  	Issued	  	95902641.0	  	11/17/94	  	0730720	  	7/5/2000
								
	AMERGN.007VGB	 	VARIABLE TEMPERATURE SEAT CLIMATE CONTROL SYSTEM	  	GB	  	Issued	  	95902641.0	  	11/17/94	  	0730720	  	7/5/2000
								
	AMERGN.007VIN	 	SYSTEM FOR CONTROLLING THE TEMPERATURE CLIMATE IN A VARIABLE TEMPERATURE OCCUPANT SEAT	  	IN	  	Issued	  	191193	  	5/23/95	  	191193	  	5/6/04
								
	AMERGN.007VIT	 	VARIABLE TEMPERATURE SEAT CLIMATE CONTROL SYSTEM	  	IT	  	Issued	  	95902641.0	  	11/17/94	  	0730720	  	7/5/2000
								
	AMERGN.007VSE	 	VARIABLE TEMPERATURE SEAT CLIMATE CONTROL SYSTEM	  	SE	  	Issued	  	95902641.0	  	11/17/94	  	0730720	  	7/5/2000
								
	AMERGN.007VSG	 	VARIABLE TEMPERATURE SEAT CLIMATE CONTROL SYSTEM	  	SG	  	Issued	  	9608523-8	  	11/17/94	  	49265	  	3/20/2001
								
	AMERGN.008DCP1	 	INERTIAL MASS SAFETY SYSTEM ACTIVATION OF A SEAT BELT RESTRAINT SYSTEM IN PERSONAL VEHICLES	  	US	  	Issued	  	08/171119	  	12/21/93	  	5518271	  	5/21/06
								
	AMERGN.016A	 	THERMOELECTRIC HEAT EXCHANGER	  	US	  	Issued	  	09/076518	  	5/12/98	  	6119463	  	9/19/00
								
	AMERGN.016C1	 	THERMOELECTRIC HEAT EXCHANGER	  	US	  	Issued	  	09/428018	  	10/27/99	  	6223539	  	5/1/01
								
	AMERGN.016VCN	 	THERMOELECTRIC HEAT EXCHANGER	  	CN	  	Issued	  	99807732.1	  	5/12/99	  	ZL99807732	  	10/22/03
								
	AMERGN.016VDE	 	SEAT WITH THERMOELECTRIC HEAT EXCHANGER	  	DE	  	Issued	  	99925590.4	  	5/12/99	  	1076797	  	5/12/2004
								
	AMERGN.016VEP	 	SEAT WITH THERMOELECTRIC HEAT EXCHANGER	  	EP	  	Issued	  	99925590.4	  	5/12/99	  	1076797	  	5/12/2004
								
	AMERGN.016VES	 	SEAT WITH THERMOELECTRIC HEAT EXCHANGER	  	ES	  	Issued	  	99925590.4	  	5/12/99	  	1076797	  	5/12/2004
								
	AMERGN.016VFR	 	SEAT WITH THERMOELECTRIC HEAT EXCHANGER	  	FR	  	Issued	  	99925590.4	  	5/12/99	  	1076797	  	5/12/2004
								
	AMERGN.016VGB	 	SEAT WITH THERMOELECTRIC HEAT EXCHANGER	  	GB	  	Issued	  	99925590.4	  	5/12/99	  	1076797	  	5/12/2004
								
	AMERGN.016VIT	 	SEAT WITH THERMOELECTRIC HEAT EXCHANGER	  	IT	  	Issued	  	99925590.4	  	5/12/99	  	1076797	  	5/12/2004
								
	AMERGN.037A	 	FLEXIBLE THERMOELECTRIC CIRCUIT	  	US	  	Issued	  	09/987804	  	11/5/01	  	6700052	  	3/2/2004
								
	AMERGN.16C2CP1	 	THERMOELECTRIC HEAT EXCHANGER	  	US	  	Issued	  	09/971539	  	10/2/01	  	660866	  	8/19/2003

  
 The
company is a joint owner with Honda Motor Co. of two U.S. patents. 








	II.	APPLICATIONS 

  

															
	 Case
 Number

	 	 Title of Invention

	  	Country

	  	Status

	  	Application
Number

	  	Filing
Number

	  	Patient
Number

	  	Issue
Date


	AMERGN.001PEP	 	HIGH PERFORMANCE VEHICLE RADAR SYSTEM	  	EP	  	Pending	  	99914880.2	  	2/19/99	  	 	  	 
								
	AMERGN.001PJP	 	HIGH PERFORMANCE VEHICLE RADAR SYSTEM	  	JP	  	Pending	  	2000-532738	  	2/19/99	  	 	  	 
								
	AMERGN.001PKR	 	HIGH PERFORMANCE VEHICLE RADAR SYSTEM	  	KR	  	Pending	  	7009238/2000	  	2/19/99	  	 	  	 
								
	AMERGN.006RA	 	VARIABLE TEMPERATURE SEAT	  	US	  	Pending	  	09/239054	  	1/27/99	  	 	  	 
								
	AMERGN.006RAC2	 	VARIABLE TEMPERATURE SEAT	  	US	  	Pending	  	09/996439	  	11/28/01	  	 	  	 
								
	AMERGN.006VJP	 	VARIABLE TEMPERATURE SEAT	  	JP	  	Pending	  	515205/1995	  	11/21/94	  	 	  	 
								
	AMERGN.007QJP	 	VARIABLE TEMPERATURE CLIMATE CONTROL SYSTEM	  	JP	  	Pending	  	507540/1996	  	8/10/95	  	 	  	 
								
	AMERGN.007QPH	 	VARIABLE TEMPERATURE CLIMATE CONTROL SYSTEM	  	PH	  	Pending	  	1/55550	  	2/12/97	  	 	  	 
								
	AMERGN.007RAC2	 	VARIABLE TEMPERATURE CLIMATE CONTROL SYSTEM	  	US	  	Pending	  	10/264348	  	10/3/02	  	 	  	 
								
	AMERGN.007VJP	 	VARIABLE TEMPERATURE CLIMATE CONTROL SYSTEM	  	JP	  	Pending	  	515171/1995	  	11/17/94	  	 	  	 
								
	AMERGN.011VIN	 	A HEAT TRANSFER APPARATUS (AMENDED PER FA FAX OF 1/29/04)	  	IN	  	Published	  	193986	  	11/15/95	  	 	  	 
								
	AMERGN.016VJP	 	THERMOELECTRIC HEAT EXCHANGER	  	 	  	Pending	  	2000-548669	  	5/12/99	  	 	  	 
								
	AMERGN.016VR1EP	 	THERMOELECTRIC HEAT EXCHANGER	  	 	  	Published	  	04006634.2	  	5/12/99	  	 	  	 
								
	AMERGN.048A	 	CLIMATE CONTROLLED SEAT	  	 	  	Pending	  	10/853779	  	5/12/99	  	 	  	 
								
	AMERGN.053A	 	APPARATUS FOR PROVIDING FLUID THROUGH A VEHICLE SEAT	  	 	  	Pending	  	10/973947	  	10/25/04	  	 	  	 
								
	AMERGN.054A	 	CONTROL SYSTEM FOR THERMAL MODULE IN VEHICLE	  	 	  	Pending	  	11/047077	  	1/31/05	  	 	  	 
								
	AMERGN.054PR	 	CONTROL SYSTEM FOR THERMAL MODULE IN VEHICLE	  	 	  	Pending	  	60/637725	  	12/20/04	  	 	  	 
								
	AMERGN.16CCPC1	 	THERMOELECTRIC HEAT EXCHANGER	  	 	  	Published	  	10/608807	  	6/27/03	  	 	  	 

  
 The
Company is a joint owner with Honda Motor Co. of one Japanese patent and four Japanese patent applications. 







 Schedule III 
  
 CONSENTS 
  
 Consents