THIS AGREEMENT made as of the 1st day of March, 1997.
NATIONAL RESEARCH COUNCIL OF CANADA
- and -
ENERGY VENTURES INC.
WHEREAS NRC and EVI wish to enter into a strategic alliance to further develop certain lithium ion technology
patented by NRC and to reflect joint venture arrangements with respect to other technology;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
In this agreement, unless the context otherwise requires, the following terms shall have the meanings set opposite
"Base LI Technology" means collectively the EVI Base LI Technology and the NRC Base LI Technology;
"Energy Materials Field" means Technology related to a broad variety of battery formats, fuel cell formats, related
materials (including, without limitation, separators, electrolytes, electrodes, packaging etc.) and associated
production, processes and testing;
"Energy Ventures Inc. (Delaware)" means O.P.D. Acquisitions, Inc. a corporation incorporated under the laws of
the State of Delaware on June 24th 1996 whose shares are to be listed on the OTC Bulletin Board which is run
by The NASDAQ Stock Market, Inc.
"Enhancement" means any invention, idea, concept, formula, design modification or development relating to any
battery Technology or the Energy Materials Field resulting from the collaboration between the parties and from
any collaboration of either party with a third party where the rights of the parties, as established in this agreement,
are protected, including NRC's collaboration with Samsung Electronics Company, during the Technical
"Enhancement Patents" in respect of any Enhancement means any patent applications filed or caused to be filed
anywhere in the world;
"EVI" means Energy Ventures Inc., its successors and a