DEVELOPMENT AND LICENSE AGREEMENT
This DEVELOPMENT AND LICENSE AGREEMENT (“ Agreement ”) is made the 25 day of June, 2010 (“ Effective
Date ”) by and between ADA-ES, Inc., a Colorado corporation (“ ADA ”) and Arch Coal, Inc., a Delaware corporation (“ Arch
Coal ,” and together with ADA, the “ parties ”).
WHEREAS, ADA develops and implements technologies for emission control for coal-fired boilers;
WHEREAS, Arch Coal is in the business of mining and selling coal from the Powder River Basin in Montana and
Wyoming (“ PRB ”) and other areas and controlling coal handling facilities;
WHEREAS, the U.S. Environmental Protection Agency is in the process of promulgating final rules setting emissions
standards for hazardous air pollutants (“ HAPs ”), including those toxic metals specified on Schedule 2 hereto (“ Toxic Metals
”) based on Maximum Achievable Control Technology (the “ Regulations ”);
WHEREAS, ADA owns and is developing technologies for additives that may be applied to coal mined from the PRB
for the reduction of Toxic Metals emissions from burning that coal in coal-fired boilers and for the enhancement of the
marketability of such coal (the “ Purpose ”); and
WHEREAS, ADA and Arch desire for ADA to evaluate, test, demonstrate and further develop such technologies for
the Purpose, and Arch desires to license such technologies for the Purpose on the terms and conditions set forth herein.
NOW, THEREFORE, in furtherance of the foregoing, and in consideration of the mutual covenants set forth below,
ADA and Arch Coal hereby agree as follows:
1. DEFINITIONS. The following terms shall have the following meanings:
1.1. “ Additional IP ” has the meaning set forth in Section 3.7.
1.2. “ Additives ” means all additives that may be applied to coal using the Licensed Technology for the Purpose.
1.3. “ Affiliate ,” with respect to a party, means a corporation, partnership or other entity controlling, controlled by or
under common control with such party. For purposes of this Sec