ESTABLISHMENT OF THE COMPANY AND THE COMPANY BECOMING OPERATIONAL;
(L)
ASSIST DIRECTORS AND FOREIGN PERSONNEL OF PARTY B AND THE COMPANY
TO OBTAIN ALL NECESSARY ENTRY VISAS, TRAVEL DOCUMENTS AND WORK PERMITS;
(M)
ASSIST THE COMPANY IN ITS RELATIONS WITH LOCAL GOVERNMENT
AUTHORITIES;
(N)
ENTER INTO THOSE ANCILLARY AGREEMENTS TO WHICH IT IS A PARTY;
(O)
AS TO THE MATTERS PROVIDED IN ARTICLE 9.3 AS REGARDS PARTY B'S
RESPONSIBILITIES, PROVIDE NECESSARY AND REASONABLE ASSISTANCE;
(P)
TO USE ITS BEST ENDEAVORS TO PROCURE THE COMPANY (I) TO USE PARTY
B'S INTELLECTUAL PROPERTY SOLELY FOR THE PURPOSES PERMITTED BY, AND STRICTLY IN
ACCORDANCE WITH, THE TECHNOLOGY LICENSE CONTRACT, AND NOT FOR ANY OTHER PURPOSE,
(II) TO PROMPTLY NOTIFY PARTY B OF ANY CIRCUMSTANCES INVOLVING THE COMPANY OR
ANY DIRECTOR, EMPLOYEE, CUSTOMER OR CONTRACTOR OF THE COMPANY WHICH MAY
CONSTITUTE INFRINGEMENT OF PARTY B'S INTELLECTUAL PROPERTY; (III) TO TAKE ALL
REASONABLE ACTION THAT PARTY B MAY REQUEST IN
16
CONNECTION WITH ITS INTELLECTUAL PROPERTY TO PREVENT INFRINGEMENT OR
UNAUTHORIZED USE THEREOF BY THE COMPANY OR ANY DIRECTOR, EMPLOYEE, CUSTOMER OR
CONTRACTOR OF THE COMPANY; AND (IV) NOT TO USE ANY INTELLECTUAL PROPERTY WHICH
INCLUDES OR IS COVERED BY PARTY B'S INTELLECTUAL PROPERTY TO DESIGN, MAKE OR
SELL ANY PRODUCT TO OR FOR ANY THIRD PARTY; AND
(Q)
HANDLE OTHER MATTERS ENTRUSTED TO IT BY THE COMPANY AND AS AGREED
FROM TIME TO TIME BY PARTY A.
9.3
RESPONSIBILITIES OF PARTY B.
IN ADDITION TO ITS OTHER
RESPONSIBILITIES UNDER THIS CONTRACT, PARTY B SHALL:
(A)
AS REQUESTED BY THE COMPANY, PROVIDE CERTAIN SERVICES TO THE
COMPANY TO BE AGREED BETWEEN A123 AND THE COMPANY, AND GRANT NECESSARY ADVANCED
TECHNOLOGY LICENSES TO THE COMPANY, AS MUTUALLY AGREED, FOR THE DEVELOPMENT,
MANUFACTURE AND SERVICE OF THE PRODUCTS UNDER A ROYALTY AND FEE STRUCTURE TO BE
MUTUALLY AGREED IN THE APPLICABLE TECHNOLOGY LICENSE AGREEMENT(S) AND
PROFESSIONAL SERVICES AGREEMENT(S) THAT WILL COMPENSATE A123 FOR PROVIDING ITS
KNOW-HOW, INTELLECTUAL PROPERTY (TO BE IDENTIFIED BY A123), ENGINEERING
CAPABILITIES AND TECHNICAL ASSISTANCE TO THE COMPANY AND WHICH CONTAINS OTHER
TERMS AND CONDITIONS ACCEPTABLE TO A123 AND THE COMPANY.
(B)
WITHOUT ANY LIMITATION ON ARTICLE 5.6, IF THE BOARD (INCLUDING AT
LEAST ONE DIRECTOR APPOINTED BY PARTY B) DECIDES TO ENGAGE IN THE DEVELOPMENT
AND MANUFACTURE OF VEHICLE TRACTION BATTERY CELLS, GRANT THE COMPANY RELEVANT
LICENSES TO DEVELOP AND MANUFACTURE THE CELL OF VEHICLE TRACTION BATTERY
SYSTEMS, PROVIDED (I) THE TERMS AND CONDITIONS OF THE LICENSES ARE ACCEPTABLE TO
A123 AND COMPANY AND (II) THE COMPANY PURCHASES CERTAIN MATERIALS FROM A123 (TO
BE AGREED IN THE RELEVANT TECHNOLOGY LICENSE CONTRACT) FOR THE PRODUCTION OF
SUCH CELLS;
(C)
IF REQUESTED BY THE COMPANY, PROVIDE AFTER-SALES SERVICES AND
OTHER PROFESSIONAL SERVICES TO THE COMPANY'S CUSTOMERS PURSUANT TO RELEVANT
SERVICE AGREEMENTS;
(D)
SUPPLY THE COMPANY WITH BATTERY CELLS ACCORDING TO THE COMPANY'S
PRODUCTION PLAN AND ACCORDING TO PURCHASE CONTRACTS TO BE AGREED BY THE COMPANY
AND A123.
(E)
ASSIST THE COMPANY IN ITS SOURCING COMPONENTS AND RELATED SUPPLY
CHAIN ACTIVITIES
(F)
ENTER INTO OR