STRATEGIC ALLIANCE AGREEMENT
This STRATEGIC ALLIANCE AGREEMENT ("Agreement") is entered into as of July 23, 2002 ("Effective
Date") by QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC., a Delaware corporation
("Quantum") and IMPCO TECHNOLOGIES, INC., a Delaware corporation ("IMPCO"), each a "Party" and
collectively the "Parties."
A. Quantum designs, develops and manufactures advanced gaseous storage and handling modules, electronic
controls and software, fuel storage, metering, regulating and delivery systems, and systems integration involving
compressed gaseous fuels and supplies the same to original equipment manufacturers ("OEMs") for fuel cell
applications and alternative fuel OEM vehicles.
B. IMPCO designs and develops, among other things, components and sub-systems for internal combustion
engines utilizing alternative fuels.
C. The Parties seek to cooperate with each other under this Agreement, on the terms and conditions specified
herein, (1) in performing joint development activities funded by IMPCO, and (2) in participating in joint marketing
D. The Parties wish to set forth herein the terms and conditions upon which Quantum agrees to sell to IMPCO
the Quantum Products (defined below), for use, sale and distribution in the Designated Markets.
generally made available to customers, regardless of whether such customer: (a) is a reseller or an end user of the
product; (b) subsequently sells the product as a stand-alone item; and/or (c) integrates the product as a
component of the customer's or third party's product.
1.2 "Confidential Information" has the meaning set forth in Section 9.1.
1.3 "Customer" means any third party that has entered into an agreement with IMPCO to obtain an IMPCO
Product that includes, incorporates or utilizes any Quantum Product.
1.4 "Designated Markets" means the following: (a) the worldwide automotive Aftermarket, consisting of Class 1
through Class 5 vehicles; (b) the worldwide bus and truck Aftermarket, con