SLDP Solid Power Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): January 10, 2024

 

Solid Power, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware		001-40284		86-1888095
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

486 S. Pierce Avenue, Suite E Louisville, Colorado		80027
(Address of principal executive offices)		(Zip code)

 

(303) 219-0720

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		SLDP		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50		SLDPW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item  1.01

Entry into a Material Definitive Agreement.

 

On January 10, 2024, Solid Power Operating, Inc. (“SP Operating”), a wholly owned subsidiary of Solid Power, Inc. (the “Company,” “Solid Power,” “we,” or “our”), and SK On Co., Ltd. (“SK On”) entered into a Research and Development Technology License Agreement (the “R&D License Agreement”) and Electrolyte Supply Agreement (the “Electrolyte Supply Agreement”). On January 10, 2024, Solid Power Korea Co., Ltd. (“SP Korea”), a wholly owned subsidiary of the Company, SK On, and, for the limited purposes of Section 12.16 of the Line Installation Agreement, the Company entered into a Line Installation Agreement (the “Line Installation Agreement”).

 

R&D License Agreement

 

Pursuant to the terms of the R&D License Agreement, SP Operating granted SK On a license to certain of SP Operating’s intellectual property relating to all-solid-state battery cell manufacturing (the “R&D License”). The R&D License allows, among other things, SK On to install and operate a pilot cell production line at SK On’s facilities (the “SK On Line”) using SP Operating’s proprietary information. The R&D License is limited to SK On’s research and development activities and may not be used for commercial battery cell production. In consideration of the R&D License and other obligations of SP Operating and SK On in the R&D License Agreement, SK On will pay SP Operating $20 million between June 2024 and July 2027, subject to SP Operating and SP Korea achieving certain milestones.

 

The foregoing description of the R&D License Agreement is qualified in its entirety by the full text of the R&D License Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Electrolyte Supply Agreement

 

Pursuant to the terms of the Electrolyte Supply Agreement, SK On will purchase electrolyte from SP Operating in an amount necessary to validate that the SK On Line meets certain performance metrics. Following validation of the SK On Line, SK On will purchase an aggregate of at least eight metric tons of electrolyte from SP Operating (the “Initial Quantity”). SK On is obligated to place binding orders for the Initial Quantity by December 31, 2028 and take full delivery of the Initial Quantity by December 31, 2030. From January 2028 to December 2030, SP Operating will have a right of first refusal to supply SK On with SK On’s electrolyte requirements. SP Operating expects to generate an aggregate of at least $10 million in revenue from sales of electrolyte under the Electrolyte Supply Agreement.

 

The foregoing description of the Electrolyte Supply Agreement is qualified in its entirety by the full text of the Electrolyte Supply Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

 

Line Installation Agreement

 

Pursuant to the terms of the Line Installation Agreement, SP Korea will, or will cause a subcontractor to, design and install the SK On Line at SK On’s facility. In consideration of the foregoing, SK On will pay SP Korea approximately $22.3 million in three installments.

 

The foregoing description of the Line Installation Agreement is qualified in its entirety by the full text of the Line Installation Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

 

 

Item 7.01

Regulation FD Disclosure.

 

On January 16, 2024, the Company issued a press release announcing the transactions with SK On. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Internet addresses in the press release are for informational purposes only and are not intended to be hyperlinks to other information of the Company. Such exhibit and the information set forth therein will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

 

Forward-Looking Statements

 

All statements other than statements of present or historical fact contained herein or in Exhibit 99.1 to this Current Report on Form 8-K are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including Solid Power’s or its management team’s expectations, objectives, beliefs, intentions or strategies regarding the future. When used herein, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “plan,” “outlook,” “seek,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Solid Power disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. Readers are cautioned not to put undue reliance on forward-looking statements and Solid Power cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Solid Power, including the following factors: (i) risks relating to the uncertainty of the success of our research and development efforts, including our ability to achieve the technological objectives or results that our partners require, and to commercialize our technology in advance of competing technologies; (ii) risks relating to the non-exclusive nature of our original equipment manufacturers and joint development agreement relationships; (iii) our ability to negotiate, execute, and perform on our agreements on commercially reasonable terms; (iv) rollout of our business plan and the timing of expected business milestones; (v) delays in the construction and operation of production facilities; (vi) our ability to protect our intellectual property, including in jurisdictions outside of the United States; (vii) broad market adoption of battery electric vehicles and other technologies where we are able to deploy our cell technology and electrolyte material, if developed successfully; (viii) our success in retaining or recruiting, or changes required in, our officers, key employees, including technicians and engineers, or directors; (ix) risks and potential disruptions related to management and board of directors transitions; (x) changes in applicable laws or regulations; (xi) risks related to technology systems and security breaches; (xii) the possibility that we may be adversely affected by other economic, business or competitive factors, including supply chain interruptions, and may not be able to manage other risks and uncertainties; (xiii) risks relating to our status as a research and development stage company with a history of financial losses, and an expectation to incur significant expenses and continuing losses for the foreseeable future; (xiv) the termination or reduction of government clean energy and electric vehicle incentives; and (xv) changes in domestic and foreign business, market, financial, political and legal conditions. Additional information concerning these and other factors that may impact the operations and projections discussed herein or in Exhibit 99.1 to this Current Report on Form 8-K can be found in the “Risk Factors” sections of Solid Power’s Annual Report on Form 10-K for the year ended December 31, 2022 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 and other documents filed by Solid Power from time to time with the Securities and Exchange Commission (the “SEC”), all of which are available on the SEC’s website at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Solid Power gives no assurance that it will achieve its expectations.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)   Exhibits.

 

See the Exhibit index below, which is incorporated herein by reference.

 

 

Exhibit No.		Description
10.1±		Research and Development Technology License Agreement, dated January 10, 2024, between Solid Power Operating, Inc. and SK On Co., Ltd.
10.2±		Electrolyte Supply Agreement, dated January 10, 2024, between Solid Power Operating, Inc. and SK On Co., Ltd.
10.3±		Line Installation Agreement, dated January 10, 2024, among Solid Power Korea Co., Ltd., SK On Co., Ltd., and, for the limited purposes of Section 12.16 of the Line Installation Agreement, Solid Power, Inc.
99.1		Press Release, dated January 16, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

±           Certain portions of this exhibit have been omitted in accordance with Regulation S-K Item 601. The Company agrees to furnish an unredacted copy of the exhibit to the SEC upon request.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

Dated: January 16, 2024

	SOLID POWER, INC.
	By:	/s/ James Liebscher
		Name: James Liebscher
		Title: Chief Legal Officer and Secretary

 

 

 

Exhibit 10.1

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. [* * *] INDICATES THAT INFORMATION HAS BEEN REDACTED.

 

Execution Version

 

RESEARCH AND DEVELOPMENT TECHNOLOGY LICENSE Agreement

 

This RESEARCH AND DEVELOPMENT TECHNOLOGY LICENSE Agreement (together with the exhibits attached hereto, this “Agreement”) is entered into effective as of January 10, 2024 (the “Effective Date”) and is between Solid Power Operating, Inc., a Colorado corporation and having its registered office at 486 S. Pierce Ave., Suite E, Louisville, Colorado 80027 USA (“Solid Power”), and SK On Co., Ltd., a Company incorporated under the laws of Republic of Korea and having its registered office at 51 Jongro, Jongno-gu, Seoul 03188 Republic of Korea (“SK On,” and together with Solid Power, the “Parties”).

 

BACKGROUND

 

A.          Solid Power is developing and/or acquiring technology relating to all-solid-state battery cells (“ASSB”) having a sulfide-based solid electrolyte.

 

B.           SK On is developing and securing technology in the field of lithium-ion batteries including electrode powders, electrode coatings, electrolyte compositions, battery assembly, battery formation, and battery cycling and sells batteries to third-parties, including original equipment manufacturers in the automotive market (Auto OEMs).

 

C.           SK On desires (i) to have Solid Power Korea Co., Ltd. (“Solid Power Korea”) install a pilot production line at SK On’s facilities in Daejeon, Republic of Korea (the “SK On Line”) based on Solid Power’s pilot cell production line in Louisville, Colorado (the “Solid Power EV Line”), (ii) to have access to Solid Power Know-How necessary to operate the SK On Line to produce cells with the same level of productivity and Cell Performance as the Solid Power EV Line, and (iii) to procure Material from Solid Power to be used in the SK On Line (i, ii, and iii collectively, the “Project”).

 

Agreement

 

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

 

Article I
DEFINITIONS

 

1.01         Definitions.

 

(a)           “A-sample” means the cell concept validation phase during which a manufacturer (i) evaluates multiple designs against customer requirements and (ii) tests and selects suppliers.

 

(b)           “Affiliate” of a specified person means a person who, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified person.

 

(c)           “Affiliate License” has the meaning set forth in Section 2.01.

 

 

(d)           “Agreement” has the meaning set forth in the introductory paragraph.

 

(e)           “ASSB” has the meaning set forth in the recitals.

 

(f)           “B-sample” means the cell design validation phase during which a manufacturer (i) freezes the cell design, (ii) selects suppliers for cell materials, (ii) produces cell samples on pilot equipment, (iii) ensures sample performance meets customer specifications, and (iv) begins module and pack testing and validation.

 

(g)           “Background IP” means Intellectual Property conceived, created, developed, or reduced to practice by a Party or an Affiliate of a Party prior to the Effective Date or outside of the scope of this Agreement.

 

(h)           “Battery Cell Inventions” has the meaning set forth in Section 3.05.

 

(i)            “Battery Cell Material” means SK On’s proprietary battery cells.

 

(j)            “Business Day” means a day other than Saturday, Sunday, or any day on which the Federal Reserve Bank of New York is closed or the Bank of Korea is closed.

 

(k)           “C-sample” means the cell process validation phase during which a manufacturer (i) manufactures frozen cell design on production equipment, (ii) ensures production samples continue to meet customer specifications, and (iii) continues pack testing and prototype vehicle integration.

 

(l)            “Cell Performance Data” has the meaning set forth in Section 2.05.

 

(m)          “Cell Performance Guarantee” has the meaning set forth in Section 2 of Exhibit E. 

 

(n)           “Commercial License Agreement” means a commercial Intellectual Property and technology transfer agreement signed in writing by both Parties or their Affiliates, consistent with the terms and conditions of this Agreement (including, specifically, the terms of Article IV) and otherwise to be agreed by the Parties in due course, governing the licensing of Intellectual Property rights and transfer of technology to SK On in order to support SK On’s commercial exploitation of ASSB battery cells.

 

(o)           “Commercial Framework” has the meaning set forth in Section 4.01.

 

(p)           “Confidential Information” has the meaning set forth in Section 7.01.

 

(q)           “Control” (including the terms “Controlled by” and “under common Control with”) means the possession, directly or indirectly, or as a trustee or executor, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, as trustee or executor, by contract, or otherwise.

 

(r)           “D-sample” means the cell production validation phase during which a manufacturer (i) produces cells at full production rates, (ii) achieves quality and process certifications, and (iii) continues vehicle level testing. It should be noted that to expedite qualification, C-sample and D-sample activities can be combined.

 

 

(s)           “Disclosing Party” has the meaning set forth in Section 7.01.

 

(t)           “EAR” has the meaning set forth in Section 9.15(a).

 

(u)           “Effective Date” has the meaning set forth in the introductory paragraph.

 

(v)           “EI” has the meaning set forth in Section 9.15(c).

 

(w)           “Electrolyte Supply Agreement” means the Electrolyte Supply Agreement, dated as of the Effective Date, between the Parties and attached hereto as Exhibit A.

 

(x)           “First Round Validation” has the meaning set forth in Section 5.03.

 

(y)           “Foreground IP” means Intellectual Property first conceived, created, or developed by one of the Parties during the Term and solely within the scope of this Agreement, but in all cases excluding Background IP.

 

(z)           “Intellectual Property” means all or any of the following throughout the world: (i) patents, patent applications (including originals, divisions, continuations, continuations-in-part, extensions, reexaminations, and reissues thereof), patent disclosures, inventions, and invention disclosures (whether or not patentable), (ii) trademarks, service marks, trade dress, trade names, corporate names, logos, and slogans (and all translations, transliterations, adaptations, derivations, and combinations of the foregoing) and Internet domain names, and franchises, together with all goodwill associated with each of the foregoing, (iii) copyrights and copyrightable works, (iv) registrations and applications for any of the foregoing, (v) trade secrets, customer lists, data and customer records, reports, software development methodologies, source code, technical information, proprietary business information, process technology, plans, drawings, blue prints, know-how and inventions (whether patentable or unpatentable and whether or not reduced to practice (those items in subclause (v) collectively, “Trade Secrets”), (vi) all rights of publicity, including the right to use the name, voice, likeness, signature, and biographies of real persons, together with all goodwill related thereto, and (vii) all other intellectual or proprietary rights.

 

(aa)         “Joint IP” means Intellectual Property developed jointly by the Parties under this Agreement and pursuant to the scope of this Agreement.

 

(bb)        “License” has the meaning set forth in Section 2.01.

 

(cc)         “Licensee” has the meaning set forth in Section 2.01.

 

(dd)        “Line Installation Agreement” means the Line Installation Agreement, dated as of the Effective Date, among SK On, Solid Power Korea, and, for the limited purposes of Section 12.16 of the Line Installation Agreement, Solid Power, Inc., a copy of which is attached hereto as Exhibit F.

 

(ee)         “Material” means Solid Power’s proprietary sulfide-based solid electrolyte.

 

(ff)          “Material Inventions” has the meaning set forth in Section 3.04.

 

 

(gg)        “OEM” has the meaning set forth in Section 2.05.

 

(hh)        “Parties” has the meaning set forth in the introductory paragraph.

 

(ii)           “Project” has the meaning set forth in the recitals.

 

(jj)           “Receiving Party” has the meaning set forth in Section 7.01.

 

(kk)         “Representatives” has the meaning set forth in Section 7.03(b).

 

(ll)           “Rules” has the meaning set forth in Section 9.07.

 

(mm)       “Second Round Validation” has the meaning set forth in Section 5.03.

 

(nn)        “SK On” has the meaning set forth in the introductory paragraph.

 

(oo)        “SK On Line” has the meaning set forth in the recitals.

 

(pp)        “SK On Line Documents” has the meaning set forth in Section 2.04.

 

(qq)        “Solid Power” has the meaning set forth in the introductory paragraph.

 

(rr)          “Solid Power EV Line” has the meaning set forth in the recitals.

 

(ss)         “Solid Power Know-How” means the SK On Line Documents and the information set forth on Exhibit B, which relates solely to Solid Power’s silicon anode and NMC cathode cell chemistry, including materials used, cell specifications, and all processes, control plans, work instructions and material vendor list for such cell chemistry, regardless if such information is (i) considered to be Solid Power’s Foreground IP or Solid Power’s Background IP, (ii) is not protected by an Intellectual Property right, or (iii) constitutes know-how, technical information, trade secrets, work products, methods, processes, schematics, or other forms of technology. For the avoidance of doubt, the Material does not constitute Solid Power Know-How.

 

(tt)          “Solid Power Korea” has the meaning set forth in the recitals.

 

(uu)        “Term” has the meaning set forth in Section 5.01.

 

(vv)        “Validation Performance Metrics” has the meaning set forth in Section 5.03.

 

(ww)       “Validation Termination Right” has the meaning set forth in Section 5.03.

 

1.02         Interpretation. The words “include” and “including” and other words of similar import when used herein shall not be deemed to be terms of limitation but rather shall be deemed to be followed in each case by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine, or neuter forms, and the singular form of nouns, pronouns, and verbs shall include the plural and vice versa. Any capitalized term used in any Exhibit but not otherwise defined therein will have the meaning given to such term in this Agreement. Any reference to “days” means calendar days unless Business Days are expressly specified. If any action under this Agreement is required to be done or taken on a day that is not a Business Day, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter. The words “herein,” “hereto,” “hereunder” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular Article, Section or other subdivision of this Agreement. When a reference is made in this Agreement to an Article, Section, or Exhibit, such reference is to an Article or Section of, or an Exhibit to, this Agreement unless otherwise indicated. Any reference herein to “dollars” or “$” shall mean United States dollars. The term “or” is not exclusive.

 

 

Article II
License to Solid Power Know-How

 

2.01         Grant of License and Affiliate License; Delivery of Information. Solid Power hereby grants and will grant to SK On a non-exclusive, non-transferrable, non-sublicensable, worldwide, royalty-free license to use the Solid Power Know-How and Intellectual Property therein, subject to the limitations set forth in this Agreement (the “License”). Solid Power will deliver the Solid Power Know-How in accordance with the schedule set forth in Exhibit B. Solid Power grants to SK On’s parent company, currently SK Innovation Co., Ltd., and Affiliates that are wholly-owned subsidiaries of SK On (each such entity, together with SK On, “Licensee”) a license to use the Solid Power Know-How and Intellectual Property therein, on the same terms and subject to the same limitations set forth in this Agreement (the “Affiliate License”). SK On shall be responsible for any breaches of the Affiliate License by any Licensee.

 

2.02         Limitations of License and Affiliate License.

 

(a)           Licensee may use the License or Affiliate License, as applicable, solely for its own research and development activities in the field of solid state battery cell technology and achievement of the Project. Licensee may not use the License or Affiliate License, as applicable, any of Solid Power’s Background IP or Solid Power’s Foreground IP, or any derivatives of the foregoing, either directly or indirectly, for any purpose other than set forth in this Agreement, including C- or D-sample cell production or for commercial cell production. Any use of Solid Power Know-How or any other Solid Power Intellectual Property by Licensee for C- or D-sample cell production or for commercial cell production will be subject to a separate commercial agreement between Licensee and Solid Power. For the purposes of this Agreement, use of Solid Power Know-How for A- or B-sample production shall not be deemed as use for commercial production.

 

(b)           Licensee will not and will not attempt to, directly or indirectly, lease, loan, license, transfer, or otherwise disclose or share with any third party any of the Solid Power Know-How or Solid Power’s Background IP or Solid Power’s Foreground IP.

 

(c)           Licensee will not and will not attempt to, directly or indirectly, lease, loan, or otherwise disclose or share with any third party, modify, analyze, reverse engineer (or otherwise attempt to learn the ingredients or chemical structure of), or otherwise seek to identify or uncover any Trade Secrets embodied in any Material; provided, however, that modifications and analyses (including analyses for COA) of the Material solely for the purpose of the Project shall not be considered reverse engineering or breach of this Agreement.

 

 

2.03         Updates to Solid Power Know-How. Until the Milestone #3 set forth in Exhibit C is met, and to the extent permitted under other contractual arrangements, Solid Power shall provide to SK On all information relating to any optimization or advancements to the Solid Power Know-How, including updates to the dossiers set forth on Exhibit B, which shall be governed by this Agreement and included in the definition of Solid Power Know-How.

 

2.04         Level of Information. The Parties acknowledge that the SK On Line will be different from but substantially similar to the Solid Power EV Line due to different vendors, improvements to processes, and the physical layout of SK On’s facilities. Solid Power will use commercially reasonable efforts to ensure the Solid Power Know-How will be at a level that allows SK On to operate the SK On Line in a substantially similar level to Solid Power operating the Solid Power EV Line in terms of throughput, yield, and cell performance to satisfy the covenants in Exhibit E. Solid Power agrees to develop and provide SK On with documents that allow SK On to operate the SK On Line at a substantially similar level to the Solid Power EV Line (the “SK On Line Documents”) and represents and warrants that the SK On Line Documents and Solid Power Know-How will be the most recent and updated information that allows SK On to operate the SK On Line at a substantially similar level to Solid Power operating the Solid Power EV Line in terms of throughput, yield, and cell performance to satisfy the covenants in Exhibit E. Except as set forth in this Agreement, Solid Power makes no representation or warranty, and assumes no liability, with respect to the Solid Power Know-How or SK On’s use thereof. Except for the representations and warranties in this Agreement, including Section 2.04, Article VI, and the Cell Performance Guarantee, SK On expressly accepts the Solid Power Know-How on an “AS IS” basis without any warranty by, or liability of, Solid Power.

 

2.05         Feedback and Limited License. SK On will provide cell performance data in the format set forth in Table 1 in Exhibit E (“Cell Performance Data”) of battery cells that are designed based on or incorporating, directly or indirectly, Solid Power Know-How and manufactured during the Term (such data, “SK On Data”). The obligation to provide SK On data will end upon the earlier of (a) termination of this Agreement, (b) the full payment of all consideration due upon completion of the Milestone #3 set forth in Exhibit C. But for any Cell Performance Data of battery cells that are designed based in whole or in part on SK On know-how, the scope of the data provided by SK On will be negotiated in good faith by Solid Power and SK On, with the ultimate determination to be made by SK On. SK On hereby grants to Solid Power a non-exclusive, non-transferable, worldwide, and royalty-free license to use the SK On Data solely for Solid Power’s own research and development activities in the field of solid state cell technology. Solid Power may not use SK On Data, any of SK On’s Intellectual Property, or any derivatives of the foregoing, either directly or indirectly, for any other purpose including commercial cell manufacturing and licensing;. However, each Party may share Cell Performance Data with its original equipment manufacturer (“OEM”) partners so long as such OEM partners are subject to confidentiality terms at least as restrictive as the Party’s confidentiality obligations with respect to the other Party and subject to the other Party’s prior written consent for such data sharing. Any commercial use of SK On Data or SK On’s Intellectual Property for cell manufacturing or licensing shall be subject to a separate commercial agreement between SK On and Solid Power.

 

2.06         Compensation. In consideration of the License, the Affiliate License, and the other obligations of SK On and Solid Power set forth in this Agreement, SK On shall pay Solid Power an aggregate of USD $20 million. Subject to Section 2.07, any payments under this Section 2.06 are subject to the milestones set forth in Exhibit C having been met. Each milestone payment shall become due and payable within 30 days after receipt of invoice from Solid Power. Solid Power shall issue each invoice subject to, and only after, receipt of written confirmation of milestone completion by SK On (which shall not be unreasonably delayed or withheld by SK On). All invoices shall be paid in accordance with the banking instructions Solid Power has provided to SK On, as may be changed from time to time by Solid Power upon 30 days’ written notice to SK On; provided, however, if any necessary qualification of Solid Power's banking institute takes longer than 30 days due to administrative reasons despite SK On's reasonable efforts, the due date for such invoice shall be tolled until such bank is qualified. The estimated completion dates set forth in Exhibit C are estimates only and do not constitute due dates for such payments. All payments shall be made in U.S. dollars to a bank account directed by Solid Power. Failure to make a payment when due pursuant to this Section 2.06 shall constitute a material breach of this Agreement by SK On.

 

 

2.07         Line Installation Agreement. Contemporaneous with the execution of this Agreement, SK On, Solid Power Korea, and, for the limited purposes of Section 12.16 of the Line Installation Agreement, Solid Power, Inc. have entered into the Line Installation Agreement.

 

2.08         Electrolyte Supply Agreement. Contemporaneous with the execution of this Agreement, the Parties have entered into the Electrolyte Supply Agreement.

 

2.09         Statement of Work and Training of SK On Personnel. In connection with the License, Solid Power and SK On will undertake the activities, including training activities of SK On personnel, in accordance with the schedule set forth on Exhibit D. As set forth in Exhibit D, Solid Power will develop training activities to prepare SK On personnel to operate the SK On Line. Solid Power represents and warrants that Solid Power’s training activities will include substantially the same information, and will be provided in substantially the same manner, as the trainings then provided to Solid Power personnel, modified as needed for the SK On Line. Except as set forth in the foregoing, Solid Power makes no representation or warranty, and assumes no liability, with respect to any training activities or SK On’s use thereof. In conducting the activities contemplated by this Section 2.09, SK On shall make its facilities available to Solid Power personnel and will ensure that all legal requirements for training are met.

 

Article III
INTELLECTUAL PROPERTY

 

3.01         Background IP. Each Party shall retain all right, title, and interest in and to all of such Party’s, or such Party’s Affiliate’s, Background IP, and, except as otherwise expressly set forth in this Agreement, the other Party shall obtain no, nor shall it be deemed to have been granted any, license, right, title, or interest therein.

 

3.02         Foreground IP. Each Party shall retain all right, title, and interest in and to all of such Party’s, or such Party’s Affiliate’s, Foreground IP and, except as otherwise expressly set forth in this Agreement, the other Party shall obtain no, nor shall it be deemed to have been granted any, license, right, title, or interest therein.

 

3.03         Joint IP. The Parties shall jointly own all Joint IP. Either Party and its Affiliates are free to use and exploit Joint IP, including the right to make, have made, use, sell, have sold, import, and export products or services, without payment to the other Party or obligation to account to the other Party; provided, however, neither Party shall be permitted to, without the consent of the other Party, grant a license under such Joint IP. Each Party shall solely own all modifications and derivative works to the Joint IP that it creates after the Term, without any disclosure, financial, or cross-license obligation to the other Party.

 

 

3.04         Material; Material Inventions. Notwithstanding anything herein to the contrary, Solid Power will exclusively own all right, title, and interest, including all Intellectual Property rights, in and to any improvements or enhancements to the Material that are conceived, developed, or reduced to practice by or on behalf of one or both of the Parties under this Agreement (“Material Inventions”), and SK On hereby assigns to Solid Power all right, title, and interest, including all Intellectual Property rights, in and to any Material Inventions; provided, however, (a) for the avoidance of doubt and for the purpose of this Agreement, incorporation of a Party’s Background IP or Foreground IP into the Material (including adding materials such as a binder to the Material or processing the Material to make an interfacial layer) shall not be considered a Material Invention, such that Solid Power does not have, and SK On does not grant to Solid Power, any Intellectual Property rights related to electrolytes conceived, created, developed or reduced to practice by SK On through research and development independent of this Agreement, and (b) Solid Power agrees to grant, and hereby does grant, to SK On and its Affiliates a worldwide, perpetual, irrevocable, non-sublicensable, and royalty-free license under all Intellectual Property right in and to the Material Inventions that are conceived, developed, or reduced to practice by SK On. SK On will, no later than five days after becoming aware of a Material Invention, disclose to Solid Power such Material Invention governed by this section and provide to Solid Power copies of all Material Invention disclosures and other documents that disclose such Material Invention. Such Material Invention disclosure and other documents will contain sufficient detail to enable Solid Power to determine whether: (i) the respective Material Invention contains patentable subject matter, and (ii) to file for patent protection of the Material Invention.

 

3.05         Battery Cell Material; Battery Cell Inventions. Notwithstanding anything herein to the contrary, SK On will exclusively own all right, title, and interest, including all Intellectual Property rights, in and to any improvements or enhancements to the Battery Cell Material that are conceived, developed, or reduced to practice by or on behalf of one or both of the Parties under this Agreement (“Battery Cell Inventions”), and Solid Power hereby assigns to SK On all right, title, and interest, including all Intellectual Property rights, in and to any Battery Cell Inventions; provided, however, (a) for the avoidance of doubt and for the purpose of this Agreement, incorporation of a Party’s Background IP or Foreground IP into Battery Cell Material shall not be considered a Battery Cell Invention, such that SK On does not have, and Solid Power does not grant to SK On, any Intellectual Property rights related to battery cells conceived, created, developed or reduced to practice by Solid Power through research and development independent of this Agreement, and (b) SK On agrees to grant, and hereby does grant, to Solid Power and its Affiliates a worldwide, perpetual, irrevocable, non-sublicensable, and royalty-free license under all Intellectual Property right in and to any Battery Cell Inventions that are conceived, developed, or reduced to practice by Solid Power. Solid Power will, no later than five days after becoming aware of a Battery Cell Invention, disclose to SK On such Battery Cell Invention governed by this section and provide to SK On copies of all Battery Cell Invention disclosures and other documents that disclose such Battery Cell Invention. Such Battery Cell Invention disclosures and other documents will contain sufficient detail to enable SK On to determine whether: (i) the respective Battery Cell Invention contains patentable subject matter, and (ii) to file for patent protection of the Battery Cell Invention.

 

 

Article IV
FUTURE COMMERCIALIZATION

 

4.01         Commercial Framework. At SK On’s option, exercisable by written notice to Solid Power at any time and from time to time, SK On and Solid Power shall make a commercially reasonable effort to enter into a mutually beneficial ASSB commercialization framework, for example (but without limitation) a joint venture (the “Commercial Framework”). The Parties shall engage in [* * *] onsite workshops to assess technology commercialization status and review the strategy for commercialization, which review shall commence upon completion of the SK On Line.

 

 

4.02         Commercial License Agreement. SK On and Solid Power, as part of the Commercial Framework, make a commercially reasonable effort to enter into a commercial license. The commercial license will include terms customary for an agreement of that type, including but not limited to the following:

 

(a)           representations and warranties of ownership, sufficiency, and non-infringement with respect to technology and Intellectual Property rights conveyed under the commercial license;

 

(b)           covenants sufficient to ensure that the financial terms of any commercial license to Solid Power Know-How and Intellectual Property therein pursuant to the commercial license are no less favorable to SK On than terms offered to other commercial licensees of Solid Power Know-How and Intellectual Property therein in transactions of similar duration, volume, and structure; and

 

(c)           a grant of rights sufficient to allow SK On to manufacture, or have manufactured ASSB battery cells in the event that the manufacturing arrangement otherwise provided in the Commercial Framework terminates or is unsuccessful.

 

4.03         [* * *]

 

Article V
TERM; TERMINATION

 

5.01         Term. This Agreement shall be effective commencing on the Effective Date and will continue until December 31, 2030, unless earlier terminated pursuant to Section 5.02 (the “Term”).

 

5.02         Termination. This Agreement shall terminate upon the earlier of:

 

(a)           expiration of the Term;

 

(b)           exercise by SK On of the Validation Termination Right; or

 

(c)           the exercise of a Party’s termination right under Section 5.04.

 

5.03         Validation of SK On Line Termination Right. [* * * ]

 

5.04         Termination for Breach of Agreement. This Agreement may be terminated by:

 

(a)           SK On, if Solid Power materially breaches any term of this Agreement or the Electrolyte Supply Agreement, or Solid Power Korea materially breaches any term of the Line Installation Agreement, and Solid Power or Solid Power Korea, as applicable, fails to cure such breach within 30 days, or 60 days in the case of the Line Installation Agreement, after receipt of written notice from SK On requesting such breach be cured. Upon a termination pursuant to this Section 5.04(a), each Party’s rights and obligations under this Agreement shall terminate, including any compensation required to be paid by SK On to Solid Power pursuant to Section 2.06.

 

 

(b)           Solid Power, if SK On materially breaches any term of this Agreement, the Line Installation Agreement, or the Electrolyte Supply Agreement and SK On fails to cure such breach within 30 days after receipt of written notice from Solid Power or Solid Power Korea, as applicable, requesting such breach be cured. Upon a termination pursuant to this Section 5.04(b), each Party’s rights and obligations under this Agreement shall terminate; provided, however, the compensation due to Solid Power from SK On pursuant to Section 2.06 shall accelerate and become immediately due and payable.

 

5.05         Survival. Upon termination of this Agreement pursuant to Section 5.02 all obligations and rights of the Parties shall also terminate, except for Section 2.02(a), Section 2.02(b), Section 2.02(c), Article III, this Section 5.05, Article VII, Article VIII, and Article IX, and all defined terms required to interpret those Articles and Sections. Unless this Agreement is terminated by Solid Power pursuant to Section 5.04(b), Section 2.01 (solely with respect to the license of intellectual property rights) shall survive termination of this Agreement until the later of (a) December 31, 2030 or (b) the time at which SK On and Solid Power are no longer engaged in ASSB development or otherwise conducting business between the Parties, for example pursuant to a joint development agreement or an electrolyte supply agreement.

 

Article VI
REPRESENTATIONS AND WARRANTIES

 

Each Party hereby represents and warrants to the other Party as follows:

 

6.01         Power and Authority. This Agreement and the documents referred to herein to have been duly executed and delivered by such Party and are legal, valid, and binding obligations of such Party, enforceable against such Party in accordance with their terms.

 

6.02         No Conflict. Such Party does not have any agreement with any third party or other commitment or obligation that materially conflicts with such Party’s obligations under this Agreement. During the Term, such Party will not enter into any agreement, commitment, or obligation that materially conflicts with its obligations under this Agreement.

 

6.03         IP Ownership. To the knowledge of Solid Power, Solid Power owns or has all necessary rights to use and license, and will retain interest in and to the Solid Power Know-How and Intellectual Property therein, and such ownership or all necessary rights will be retained throughout the Term and is sufficient to grant the rights and licenses under this Agreement.

 

6.04         Non-infringement. [* * *]

 

6.05         Disclaimer. Except as set forth in Section 2.04, Section 2.09, Section 3.04, Section 6.01, Section 6.02, Section 6.03, and Section 6.04, as applicable, such Party does not make any warranties in connection with this Agreement, whether express, implied, statutory, or otherwise and such Party specifically disclaims all implied warranties, including those of merchantability, title, noninfringement, and fitness for a particular purpose.

 

 

Article VII
CONFIDENTIALITY

 

7.01         Definition. A Party (“Disclosing Party”) may, directly or indirectly, disclose or make available Confidential Information to the other Party (“Receiving Party”) in connection with this Agreement. “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that is marked as confidential or proprietary to Disclosing Party or that otherwise should reasonably be considered confidential to Disclosing Party given the nature of the information and circumstances of disclosure, including information consisting of or relating to Disclosing Party’s technology, Intellectual Property, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which Disclosing Party has contractual or other confidentiality obligations.

 

7.02         Exclusions. Confidential Information does not include information that Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to Receiving Party without restriction on use or disclosure prior to such information being disclosed or made available to Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by Receiving Party’s noncompliance with this Agreement; (c) was or is received by Receiving Party on a non-confidential basis from a third party that, to Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by Receiving Party without reference to or use of any Confidential Information. Notwithstanding the foregoing in this Section 7.02 and without otherwise limiting the definition of Confidential Information set forth in Section 7.01, Solid Power Know-How, the Material, Material Inventions and the terms and existence of this Agreement are Confidential Information.

 

7.03         Protection of Confidential Information. Receiving Party will:

 

(a)           not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;

 

(b)           not disclose or permit access to Confidential Information other than: (i) in accordance with Section 7.04; or (i) to its employees, officers, directors, consultants, Affiliates, and agents (collectively, “Representatives”) who: (1) need to know such Confidential Information for the Project and/or Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (2) have been informed of the confidential nature of the Confidential Information and Receiving Party’s obligations under this Article VII; and (ii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Article VII;

 

(c)           safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its own sensitive information and in no event less than a reasonable degree of care; and

 

(d)           ensure that its Representatives comply with, and be responsible and liable for any noncompliance with, the terms of this Article VII.

 

7.04         Compelled Disclosures. If Receiving Party or any of its Representatives is compelled by applicable law or regulation to disclose any Confidential Information then, to the extent permitted by the applicable law or regulation, Receiving Party will: (a) promptly, and prior to such disclosure, notify Disclosing Party in writing of such requirement so that Receiving Party can seek a protective order or other remedy, or waive its rights under Section 7.03; and (b) provide reasonable assistance to Disclosing Party, at Disclosing Party’s cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 7.04, Receiving Party remains required by applicable law or regulation to disclose any Confidential Information, Receiving Party will disclose only that portion of the Confidential Information that, on the advice of Receiving Party’s legal counsel, Receiving Party is legally required to disclose and, upon Disclosing Party’s request, will use commercially reasonable efforts, at Disclosing Party’s cost and expense, to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

 

 

Article VIII
INDEMNIFICATION; REMEDIES

 

8.01         Indemnification. Each Party will defend, indemnify, and hold harmless the other Party, its Affiliates, and their respective officers, directors, employees, agents, licensors, successors, and assigns, from and against any and all losses or liabilities (including reasonable attorneys’ fees) arising out of or resulting from the indemnifying Party’s breach of this Agreement.

 

8.02         Remedies. Notwithstanding anything herein to the contrary, the Parties hereby agree that, in the event any Party violates any provisions of this Agreement, the remedies at law available to the non-breaching Party may be inadequate. In such event, the non-breaching Party shall have the right, in addition to all other rights and remedies it may have, to seek specific performance or other equitable relief (including rights of rescission) at any time to enforce or prevent any breaches by the breaching Party.

 

Article IX
Miscellaneous

 

9.01           Notices. Any notice required or permitted to be given under this Agreement shall be sufficient if made in writing and shall be deemed to be given (a) when personally delivered, (b) upon actual delivery when sent by electronic mail, or (c) on the next business day following dispatch when sent by overnight courier service, costs prepaid, to the addresses specified below:

 

If to Solid Power:

 

Solid Power Operating, Inc. 

486 S. Pierce Ave., Suite E

Louisville, CO 80027

Attention: Legal Department

Email: [* * *]

 

If to SK On:

 

SK On Co., Ltd.
26 Jongro, Jongro-gu, Seoul 03188
Republic of Korea
Attention: [* * *]
Email: [* * *]

 

 

9.02         Assignment. The rights and obligations of a Party under this Agreement shall not be assigned, including by operation of law or otherwise, by a Party without the prior written consent of the other Party.

 

9.03         Binding Nature of Agreement; No Third Party Beneficiaries. All the terms and provisions of this Agreement will be binding upon and will inure to the benefit of the Parties and their respective successors, permitted assigns, heirs, and personal representatives. It is not the intention of the Parties to confer third party beneficiary rights upon any other third party.

 

9.04         Entire Agreement. This Agreement, together with the attached Exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior understandings, agreements, or representations by or between the Parties, written or oral, that may have related in any way to the subject matter hereof.

 

9.05         No Exclusive Agreement. This is not an exclusive agreement. Each Party has and will continue to perform battery cell development internally and with other partners, including other battery manufacturers, automotive manufacturers, universities, research entities, and other non-profit, for-profit, or governmental organizations.

 

9.06         Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

 

9.07         Arbitration. All disputes arising out of or in connection with this Agreement shall be submitted to confidential arbitration before the International Court of Arbitration of the International Chamber of Commerce and shall be finally and confidentially settled under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”) by three arbitrators appointed in accordance with the Rules.  The language of the arbitration will be English.  The place of the arbitration will be London, England.  Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction. Notwithstanding the foregoing, a Party may institute and sustain an action for equitable relief to prevent an actual or threatened breach of this Agreement, or to stop a continuing breach of this Agreement, in any court having jurisdiction.

 

9.08         Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

 

9.09         Incorporation of Exhibits. The Exhibits identified in this Agreement are incorporated herein by reference and made a part hereof.

 

9.10         Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, and if the rights or obligations of any Party under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance therefrom, and (d) in lieu of such illegal, invalid, or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

 

 

9.11         Rules of Construction. The Parties agree that they have been represented by counsel (or have had the opportunity to retain counsel and knowingly forego such opportunity) during the negotiation, preparation, and execution of this Agreement and therefore waive the application of any law, rule, regulation, holding, or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document.

 

9.12         Amendment; Waiver. This Agreement may not be amended except by an instrument in writing signed by each of the Parties. Any agreement on the part of a Party to the waiver of any provision of this Agreement shall be valid only if set forth in an instrument in writing signed on behalf of such Party.

 

9.13         Public Announcements. Solid Power, Solid Power Korea, Solid Power, Inc., and SK On shall collectively issue a press release announcing the execution of this Agreement and the transactions contemplated hereby. Subsequently, each Party agrees to consult with the other before issuing any press release or otherwise making any public statement with respect to this Agreement or the transactions contemplated hereby and not issue any such press release or make any such public statement prior to such consultation and review and the receipt of the prior consent of the other; provided, however, that if such press release or public statement is required by applicable law, the Party required to make such press release or public statement shall advise the other Party of such obligation and the Parties shall attempt to cause a mutually agreeable press release or public statement to be issued. The foregoing shall not restrict Solid Power, Solid Power Korea, Solid Power, Inc., or SK On from providing any information required by a securities exchange or to comply with its disclosure obligations under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any rules promulgated by the Securities and Exchange Commission thereunder, or under Korean Securities Exchange Act, Financial Investment Services and Capital Markets Act of Republic of Korea, or the Monopoly Regulation and Fair Trade Act of Republic of Korea, as applicable.

 

9.14         Counterparts; Electronic Signatures. This Agreement may be executed and delivered by each Party in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute one and the same Agreement. This Agreement, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, PDF, or other electronic transmission, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. Any such signature page shall be effective as a counterpart signature page hereto without regard to page, document, or version numbers or other identifying information thereon, which are for convenience of reference only. At the request of a Party, the other Party shall re-execute original forms thereof and deliver them to the other Party.

 

 

9.15         Export Control Matters.

 

(a)           As a foreign national (non-U.S. citizen without U.S. permanent resident, refugee, or asylee status), SK On understands that access to the Solid Power Know-How constitutes an export of technical data/software from the United States and is governed by U.S. export control laws, including the Export Administration Regulations (“EAR”). SK On agrees to, and agrees to compel its Affiliates to, comply with the EAR as they pertain to any technical data or software to which SK On or its Affiliates has access. SK On, on behalf of itself and its Affiliates, hereby certifies that, without U.S. government authorization, neither SK On nor its Affiliates shall knowingly disclose, export, or reexport, directly or indirectly, any such technical data/ software, and in particular neither SK On nor its Affiliates will export it without prior U.S. government authorization to any of the following nations or nationals thereof:

 

Country Group E:1/E:2 (Cuba, Iran, North Korea, Syria) or Russian-occupied regions of Ukraine, or

 

Country Group D:1 (Armenia, Azerbaijan, Belarus, Burma/Myanmar, Cambodia, China (PRC including Hong Kong), Georgia, Iraq, Kazakhstan, North Korea, Kyrgyzstan, Laos, Libya, Macau, Moldova, Mongolia, Russia, Tajikistan, Turkmenistan, Ukraine, Uzbekistan, Venezuela, Vietnam, Yemen).

 

(b)           SK On, on behalf of itself and its Affiliates, agrees to be bound by future modifications of the foregoing list by amendments to the EAR or other U.S. laws and regulations.

 

(c)           In addition, SK On acknowledges, on behalf of itself and its Affiliates, that certain software SK On or its Affiliates has access to during the Term may contain encryption functionality controlled for Encryption Item (“EI”) purposes by the EAR, which is subject to additional export control restrictions. Neither SK On nor its Affiliates will use such software for any purpose other than internal company use, which includes the development of new software products. Unless notified of the appropriate authorization, neither SK On nor its Affiliates will export, re-export, or transfer such software to any other destination or end-user outside the United States or Canada.

 

9.16         Taxes. Unless stated otherwise, any taxes, levies, or assessments of any kind whatsoever which are or may become imposed or assessed in the U.S. in connection with this Agreement shall be borne by Solid Power. Any taxes, levies, or assessments of any kind whatsoever which are or may become imposed or assessed in the Republic of Korea in connection with this Agreement shall be borne by SK On. The Parties shall cooperate with each other to ensure both Parties receive available tax treaty or benefits. Each Party will bear its own expenses other than the fees and taxes mentioned herein.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the Effective Date.

 

	SOLID POWER:
	Solid Power Operating, Inc.
	By:	/s/ JOHN VAN SCOTER
	Name: JOHN VAN SCOTER
	Title: President and Chief Executive Officer
	SK ON:
	SK On Co., Ltd.
	By:	/s/ MINSUK SUNG
	Name: MINSUK SUNG
	Title: Chief Commercial Officer

 

Signature Page to Research & Development Technology Transfer Agreement

 

 

Exhibit A

 

Electrolyte Supply Agreement

 

(see attached)

 

 

Exhibit B

 

Solid Power Know-How

 

[* * *]

 

 

Exhibit C

 

Compensation Schedule

 

Milestone #	Amount (USD)	Milestone Payment Requirements	Estimated Completion Date
1	$6 million	1.     [* * *]	June 30, 2024
2	$7 million	1.     [* * *]	April 30, 2026
3	$7 million	1.     [* * *]	1st half payment: January 1, 2027   2nd half payment: July 1, 2027   [* * *]

 

 

Exhibit D

 

SOW and Training of SK On Personnel

 

[* * *]

 

 

Exhibit E

 

[* * *]

 

 

Exhibit F

 

Line Installation Agreement

 

(see attached)

 

 

 

Exhibit 10.2

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. [* * *] INDICATES THAT INFORMATION HAS BEEN REDACTED.

 

Execution Version

 

electrolyte supply agreement

 

This electrolyte supply agreement (together with the schedules attached hereto, this “Agreement”) is entered into effective as of January 10, 2024 (the “Effective Date”) and is between Solid Power Operating, Inc., a Colorado corporation and having its registered office at 486 S. Pierce Ave., Suite E, Louisville, Colorado 80027 USA (“Solid Power”), and SK On Co., Ltd., a Company incorporated under the laws of Republic of Korea and having its registered office at 51 Jongro, Jongno-gu, Seoul 03188 Republic of Korea (“SK On,” and together with Solid Power, the “Parties”).

 

BACKGROUND

 

A.            Solid Power is developing and/or acquiring technology relating to all-solid-state battery cells having a sulfide-based solid electrolyte.

 

B.            SK On is developing and securing technology in the field of lithium-ion batteries including electrode powders, electrode coatings, electrolyte compositions, battery assembly, battery formation, and battery cycling and sells batteries to third-parties, including original equipment manufacturers in the automotive market.

 

C.            SK On desires (i) to have Solid Power Korea Co., Ltd. (“Solid Power Korea”) install a pilot production line at SK On’s facilities in Daejeon, Republic of Korea (the “SK On Line”) based on Solid Power’s pilot cell production line in Louisville, Colorado (the “Solid Power EV Line”), (ii) to have access to Solid Power Know-How (as defined in the Research and Development Technology License Agreement) necessary to operate the SK On Line to produce cells with the same level of productivity and cell performance as the Solid Power EV Line, and (iii) to procure Material from Solid Power to be used in the SK On Line (I, ii, and iii collectively, the “Project”); and

 

D.            In connection with the Project, SK On, Solid Power Korea, and, for the limited purposes of Section 12.16 of the Line Installation Agreement, Solid Power, Inc. have executed a Line Installation Agreement (the “Line Installation Agreement”), and the Parties have executed a Research and Development Technology License Agreement (the “Research and Development Technology License Agreement”).

 

Agreement

 

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

 

Article I
DEFINITIONS

 

1.01            Definitions.

 

   (a)            “Affiliate” of a specified person means a person who, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified person.

 

 

   (b)            “Agreement” has the meaning set forth in the introductory paragraph.

 

   (c)            “Business Day” means a day other than Saturday, Sunday, or any day on which the Federal Reserve Bank of New York is closed or the Bank of Korea is closed.

 

   (d)            “Control” (including the terms “Controlled by” and “under common Control with”) means the possession, directly or indirectly, or as a trustee or executor, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, as trustee or executor, by contract, or otherwise.

 

   (e)            “Effective Date” has the meaning set forth in the introductory paragraph.

 

   (f)             “Feedback” has the meaning set forth in Section 7.04.

 

   (g)            “First Round Validation” has the meaning set forth in the Research and Development Technology License Agreement.

 

   (h)            “Forecast” has the meaning set forth in Section 3.05.

 

   (i)             “Force Majeure Event” has the meaning set forth in Section 11.02(a).

 

   (j)             “[* * *] Specifications” has the meaning set forth in Section 3.07.

 

   (k)            “Infringement Claim” has the meaning set forth in Section 10.02(a).

 

   (l)             “Initial Period” has the meaning set forth in Section 3.04(a).

 

   (m)           “Initial Quantity” has the meaning set forth in Section 3.04(a).

 

   (n)            “Intellectual Property” means all or any of the following throughout the world: (i) patents, patent applications (including originals, divisions, continuations, continuations-in-part, extensions, reexaminations, and reissues thereof), patent disclosures, inventions, and invention disclosures (whether or not patentable), (ii) trademarks, service marks, trade dress, trade names, corporate names, logos, and slogans (and all translations, transliterations, adaptations, derivations, and combinations of the foregoing) and Internet domain names, and franchises, together with all goodwill associated with each of the foregoing, (iii) copyrights and copyrightable works, (iv) registrations and applications for any of the foregoing, (v) trade secrets, customer lists, data and customer records, reports, software development methodologies, source code, technical information, proprietary business information, process technology, plans, drawings, blue prints, know-how and inventions (whether patentable or unpatentable and whether or not reduced to practice (those items in subclause (v) collectively, “Trade Secrets”), (vi) all rights of publicity, including the right to use the name, voice, likeness, signature, and biographies of real persons, together with all goodwill related thereto, and (vii) all other intellectual or proprietary rights.

 

   (o)            “Li2S” means lithium sulfide.

 

   (p)            [* * *]

 

   (q)            “Line Installation Agreement” has the meaning set forth in the recitals.

 

 

   (r)             “Material” means Solid Power’s proprietary sulfide-based solid electrolyte.

 

   (s)            “Material Price” has the meaning set forth in Section 3.04(d).

 

   (t)             “MT” has the meaning set forth in Section 3.04(a).

 

   (u)            “Next Generation Material” has the meaning set forth in Section 3.07.

 

   (v)            “Parties” has the meaning set forth in the introductory paragraph.

 

   (w)            “Project” has the meaning set forth in the recitals.

 

   (x)             “Purchase Order” has the meaning set forth in Section 3.01.

 

   (y)            “Research and Development Technology License Agreement” has the meaning set forth in the recitals.

 

   (z)             “Rules” has the meaning set forth in Section 11.07.

 

   (aa)           “Second Round Validation” has the meaning set forth in the Research and Development Technology License Agreement.

 

   (bb)          “SK On” has the meaning set forth in the introductory paragraph.

 

   (cc)           “SK On Indemnified Parties” has the meaning set forth in Section 10.02(a).

 

   (dd)          “SK On Line” has the meaning set forth in the recitals.

 

   (ee)           “Solid Power” has the meaning set forth in the introductory paragraph.

 

   (ff)            “Solid Power EV Line” has the meaning set forth in the recitals.

 

   (gg)          “Solid Power Korea” has the meaning set forth in the recitals.

 

   (hh)          “Specifications” has the meaning set forth in Section 3.07.

 

   (ii)            “Taxes” has the meaning set forth in Section 3.04(f).

 

   (jj)            “Term” has the meaning set forth in Section 2.01.

 

1.02            Interpretation. The words “include” and “including” and other words of similar import when used herein shall not be deemed to be terms of limitation but rather shall be deemed to be followed in each case by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine, or neuter forms, and the singular form of nouns, pronouns, and verbs shall include the plural and vice versa. Any capitalized term used in any Schedule but not otherwise defined therein will have the meaning given to such term in this Agreement. Any reference to “days” means calendar days unless Business Days are expressly specified. If any action under this Agreement is required to be done or taken on a day that is not a Business Day, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter. The words “herein,” “hereto,” “hereunder” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular Article, Section or other subdivision of this Agreement. When a reference is made in this Agreement to an Article, Section, or Schedule, such reference is to an Article or Section of, or an Schedule to, this Agreement unless otherwise indicated. Any reference herein to “dollars” or “$” shall mean United States dollars. The term “or” is not exclusive.

 

 

Article II
TERM AND TERMINATION

 

2.01            Term. The initial term of this Agreement will commence on the Effective Date and continue until December 31, 2030, unless earlier terminated pursuant to the terms hereof (the “Term”).

 

2.02            Termination for Breach. This Agreement may be terminated:

 

   (a)            By SK On, if Solid Power materially breaches any term of this Agreement or the Research and Development Technology License Agreement, or Solid Power Korea materially breaches any term of the Line Installation Agreement, and Solid Power or Solid Power Korea, as applicable, fails to cure such breach within 30 days, or 60 days in the case of the Line Installation Agreement, after receipt of written notice from SK On requesting such breach be cured.

 

   (b)            By Solid Power, if SK On materially breaches any term of this Agreement, the Line Installation Agreement, or the Research and Development Technology License Agreement and SK On fails to cure such breach within 30 days after receipt of written notice from Solid Power or Solid Power Korea, as applicable, requesting such breach be cured.

 

2.03            Outstanding Purchase Orders. Upon a termination pursuant to Section 2.02(a) or Section 2.02(b), the terminating Party may also terminate all, or any portion of, the then outstanding Purchase Orders issued pursuant to this Agreement.

 

2.04            Survival. The expiration or prior termination of this Agreement for whatever reason will not affect the accrued rights of either Party arising under this Agreement or the rights or obligations under Section 5.03, Article VII, Article VIII, Article IX, Article X, and Article XI, and all defined terms required to interpret those Articles and Sections, which will survive such expiration or termination.

 

Article III
PURCHASE AND SALE OF MATERIAL

 

3.01            Purchase Orders. All orders of Material will be made via a purchase order (each, a “Purchase Order”), the current form of which is attached as Schedule 1. Solid Power will acknowledge its acceptance of each Purchase Order within five Business Days following receipt. This Agreement shall be incorporated into each Purchase Order and this Agreement shall be the exclusive terms and conditions governing each Purchase Order. Any standard terms and conditions of SK On shall not apply, notwithstanding any reference to such terms in the Purchase Order. During the Term, Solid Power will be SK On’s preferred supplier for sulfide-based solid electrolytes.

 

 

3.02            Lead Time. Unless otherwise agreed in writing by Solid Power, Purchase Orders must be received by Solid Power at least 90 days in advance of the desired delivery date and are non-cancellable, irrevocable purchase obligations.

 

3.03            First Round Validation and Second Round Validation Supply.

 

   (a)            During the First Round Validation, SK On shall place, and Solid Power will accept, binding Purchase Orders for the amount of Material necessary to complete the First Round Validation. Notwithstanding anything herein to the contrary, the price of Material during the First Round Validation will be [* * *] per kilogram.

 

   (b)            During the Second Round Validation, if required, SK On shall place, and Solid Power will accept, binding Purchase Orders for the amount of Material necessary to complete the Second Round Validation. Notwithstanding anything herein to the contrary, the price of Material during the Second Round Validation will be [* * *] per kilogram.

 

   (c)            The requirements set forth in this Section 3.03 are in addition to the requirements set forth in Section 3.04.

 

3.04            SK On Pilot Line Supply.

 

   (a)            During the period beginning January 1, 2026 and ending December 31, 2028 (the “Initial Period”), SK On shall place binding Purchase Orders for at least [* * *] metric tons (“MT”) of Material (the “Initial Quantity”). Prior to commencement of the Initial Period, the Parties will negotiate in good faith the per shipment minimum packaging size of Material. SK On shall take delivery of the full Initial Quantity no later than December 31, 2030.

 

   (b)            The Parties will agree on the volume of Material to be delivered to SK On at least 6 months before the beginning of each calendar year, commencing with June 30, 2024 for calendar year 2025.

 

   (c)            SK On may purchase any Material needs in excess of the Initial Quantity from Solid Power. Unless otherwise agreed in writing by Solid Power, Solid Power shall not be required to deliver more than [* * *] MT of

Material in any given year or [* * *] kilograms of Material in any given month. Any amounts in excess of such amounts will require additional capacity at Solid Power and cannot be guaranteed.

 

   (d)            The price for Material purchased pursuant to this Section 3.04 shall be [* * *] per kilogram (the “Material Price”).

 

    (i)            [* * *]

 

    (ii)            [* * *]

 

   (e)            The Parties will meet and conduct an annual review each year based on demand and market conditions to determine whether the Material Price should be adjusted for any Purchase Orders placed for Material to be purchased beginning January 1, 2028 through December 31, 2030.

 

 

   (f)            The Material Price includes all sales taxes, duties, value added taxes (VAT), use taxes, and other types taxes, charges, fees, imposts, levies, and other assessments (collectively, “Taxes”) that may be imposed on the sale of the Material under U.S. federal, state, and local law. The Material Price does not include any other Taxes that may be imposed on the sale or use of the Material, including under Korean law. If Solid Power is required and pays any Taxes under Korean Law, SK On agrees to reimburse Solid Power for those Taxes or provide Solid Power with an acceptable tax exemption certificate. The parties shall cooperate with each other to ensure both parties receive available tax treaty or benefits.

 

3.05            Forecasts. SK On will provide Solid Power with a rolling six-month forecast for Material (“Forecast”). No Forecast will be considered in any manner or to any extent to be a binding commitment by either Party to purchase or to sell Material. Solid Power will utilize the Forecast for planning and inventory purposes as well as determining lead times for Purchase Orders.

 

3.06            Right of First Refusal. During the period beginning January 1, 2028 and ending December 31, 2030, Solid Power shall have a right of first refusal to supply SK On with its sulfide-based solid electrolytes requirements. Specifically, if SK On wishes to purchase sulfide-based solid electrolytes, the following requirements shall apply:

 

   (a)            SK On shall give Solid Power a reasonable opportunity to provide a quotation for such sulfide-based solid electrolytes.

 

   (b)            If SK On receives a bona fide offer from another supplier for SK On’s sulfide-based solid electrolytes needs at a lower price than the quotation provided by Solid Power, SK On shall notify Solid Power, provide Solid Power with a copy of the offer, and Solid Power shall have 30 days following receipt of the offer in which to agree to match the price. If Solid Power agrees to match the lower price, SK On will source the sulfide-based solid electrolytes from Solid Power.

 

   (c)            Volume, price and quality specifications will be adjustable on a yearly basis.

 

3.07            New Generations of Material. Solid Power is developing additional generations of sulfide-based solid electrolytes that the Parties believe could meet SK On’s requirements. Once a new generation of sulfide-based solid electrolyte is validated by Solid Power (“Next Generation Material”), using Solid Power’s SP2 pilot-scale production processes, specifications and requirements similar to those set forth on Schedule 2 (the “[* * *] Specifications”) will be appended to this Agreement (together with [* * *] Specifications, the “Specifications”), and such generation shall be included in the definition of “Material.” The Parties will negotiate in good faith regarding the ratio of each generation of Material to be purchased by SK On in order to satisfy its obligations under this Agreement.

 

3.08            Supply following Commercialization. As part of the Commercial Framework under Article IV of the Research and Development Technology License Agreement, the Parties shall, at SK On’s option, exercisable by written notice to Solid Power at any time and from time to time, make a commercially reasonable effort to enter into a commercial electrolyte supply agreement where Solid Power shall supply sulfide-based solid electrolytes for commercial battery cell production by SK On. The financial terms (including price) of such commercial electrolyte supply agreement shall be no less favorable to SK On than the financial terms (including price) offered solely by Solid Power to other commercial purchasers of the same sulfide-based solid electrolytes in transactions of similar duration, volume, and structure.

 

 

Article IV
INVOICING AND PAYMENT

 

4.01            Invoices. Solid Power may invoice SK On upon receipt of a Purchase Order for Material. All invoices shall be paid, without setoff or deduction, net 30 days following SK On’s receipt of the applicable invoice.

 

4.02            Disputes. SK On will notify Solid Power in writing of any dispute with any invoice (along with a reasonably detailed dispute description) prior to the due date of the invoice.

 

Article V
Shipment; Customs; Risk of Loss

 

5.01            Delivery and Title. Subject to SK On’s responsibilities under Section 5.03, Solid Power shall deliver the Material DAP (Incoterms 2020) at SK On’s facility in the Republic of Korea referenced in the applicable Purchase Order. Title, risk of loss or damage, and any further cost and responsibility for claims, delivery, and, if applicable, placement and storage shall pass from Solid Power to SK On, and delivery shall be deemed to be complete, thereafter. SK On shall reimburse Solid Power for all costs incurred by Solid Power associated with international shipping, insurance, and domestic transportation within the Republic of Korea.

 

5.02            Delivery Dates. Solid Power will use its commercially reasonable efforts to meet the delivery dates requested by SK On. If Solid Power expects that any shipment will be delayed, Solid Power will promptly notify SK On regarding the new expected delivery date.

 

5.03            Customs, Importation, and Compliance. SK On shall be responsible for importation of the Material. All duties, taxes, customs clearance fees, and any other charges, fees, imposts, levies, or other assessments that may be imposed on the import of the Material are SK On’s responsibility. SK On acknowledges that it is responsible for and shall comply with all applicable laws and regulations concerning the importation and its use of the Material, such as the Act on Registration and Evaluation of Chemical Substances, Chemical Substances Control Act, and Occupational Safety and Health Act. Solid Power will provide SK On with a safety data sheet and, upon SK On’s written request, a letter of confirmation.

 

Article VI
PRODUCT WARRANTY

 

6.01            Warranty. Solid Power warrants that:

 

   (a)            The Material conforms to the Specifications;

 

   (b)            Solid Power is providing good legal title to the Material; and

 

   (c)            The Material is free and clear of any liens, claims, interests, and encumbrances.

 

6.02            Warranty Period. [* * *]

 

 

6.03            Exclusions. SK On acknowledges that Solid Power shall have no responsibility for loss or damage resulting from failure of SK On or any subsequent purchaser or user to comply with any written instructions or procedures provided by Solid Power concerning the handling, use, and/or storage of Material.

 

6.04            No Other Warranties. SOLID POWER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND HEREBY SPECIFICALLY DISCLAIMS ALL OTHER SUCH WARRANTIES. WITHOUT LIMITATION, SOLID POWER EXPRESSLY DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY ARISING FROM USAGE OF TRADE OR COURSE OF DEALING.

 

Article VII
INTELLECTUAL PROPERTY AND CONFIDENTIALITY

 

7.01            Intellectual Property Rights. The rights and licenses of the Parties concerning Intellectual Property shall be governed by, and subject to, the terms of the Research and Development Technology License Agreement, the terms of which are incorporated by reference.

 

7.02            Confidentiality. The rights and obligations of the Parties concerning confidentiality shall be governed by, and subject to, the confidentiality clause contained in the Research and Development Technology License Agreement. The terms of this Agreement, including, but not limited to, Material Price, shall be treated as “Confidential Information” as defined in the Research and Development Technology License Agreement.

 

7.03            Limitation on Use of Material. SK On will not – and will not attempt to – directly or indirectly: (a) lease, loan, or otherwise commercialize the Material or any Trade Secrets embodied in the Material; (b) disclose or share the Material or any Trade Secrets embodied in the Material with any third party; (c) reverse engineer or otherwise attempt to learn the ingredients or chemical structure of the Material; or (d) otherwise seek to identify or uncover any Trade Secrets embodied in the Material; provided, however, that modifications and analyses (including analyses for COA) of the Material for the purpose of the Project shall not be considered reverse engineering or breach of this Agreement.

 

7.04            Feedback. If SK On provides suggestions, recommendations, or other feedback to Solid Power concerning the Material (including identifying potential issues and improvements) (collectively, “Feedback”), SK On hereby grants to Solid Power a non-exclusive, perpetual, irrevocable, transferable, royalty free, and worldwide right and license, with the right to grant and authorize sublicenses, to use, reproduce, disclose, and otherwise exploit such Feedback without restriction or any attribution to SK On.

 

7.05            Notification of Infringement. SK On shall notify Solid Power in the event that SK On becomes aware of any third-party infringement of any Solid Power Intellectual Property. Solid Power shall have the sole right, but not the obligation, to enforce any Solid Power Intellectual Property against such third party, and SK On shall not have any right to do so. Any decision relating to the enforcement of Solid Power’s Intellectual Property shall be at the sole discretion of Solid Power.

 

 

Article VIII
REPRESENTATIONS AND WARRANTIES OF THE PARTIES

 

Each Party hereby represents and warrants to the other Party as follows:

 

8.01            Power and Authority. This Agreement and the documents referred to herein have been duly executed and delivered by such Party and are legal, valid, and binding obligations of such Party, enforceable against such Party in accordance with their terms.

 

8.02            No Conflict. Such Party does not have any agreement with any third party or other commitment or obligation that materially conflicts with such Party’s obligations under this Agreement. During the Term, such Party will not enter into any agreement, commitment, or obligation that materially conflicts with its obligations under this Agreement.

 

8.03            Compliance with Law. In performing its obligations under this Agreement, such Party will comply with all applicable laws and regulations.

 

Solid Power further represents and warrants to SK On as follows:

 

8.04            [* * *]

 

8.05            Disclaimer. Except as set forth in Article VI, Section 8.01, Section 8.02, Section 8.03, and Section 8.04, such Party does not make any warranties in connection with this Agreement, whether express, implied, statutory, or otherwise, and such Party specifically disclaims all implied warranties, including those of merchantability, title, noninfringement, and fitness for a particular purpose.

 

Article IX
LIMITATION OF REMEDIES; LIMITATION OF DAMAGES

 

9.01            Limitation on Remedies. SK On agrees that its sole and exclusive remedy against Solid Power for nonconforming Material shall be limited to either replacement of any non-conforming lots of Material or a refund of the purchase price for such lots of Material, at SK On’s option.

 

9.02            Limitation of Liability. THE MAXIMUM LIABILITY, IF ANY, OF SOLID POWER FOR ALL DAMAGES, INCLUDING WITHOUT LIMITATION CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, IS LIMITED TO AN AMOUNT NOT TO EXCEED THE PURCHASE PRICE OF THE MATERIAL AT ISSUE IN THE CLAIM. IN NO EVENT SHALL SOLID POWER BE LIABLE TO SK ON FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST REVENUES AND PROFITS AND/OR MONETARY REQUESTS RELATING TO RECALL EXPENSES AND REPAIRS TO PROPERTY, INCLUDING THIRD PARTY CLAIMS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE AND AGREE THAT this limitation of damages PROVISIONS SET FORTH IN THIS section shall survive even if the exclusive remedy set forth above is deemed to fail of its essential purpose or otherwise be deemed unenforceable.

 

 

Article X
INDEMNIFICATION; REMEDIES

 

10.01          Indemnification. Each Party will defend, indemnify, and hold harmless the other Party, its Affiliates, and their respective officers, directors, employees, agents, licensors, successors, and assigns, from and against any and all losses or liabilities (including reasonable attorneys’ fees) arising out of or resulting from the indemnifying Party’s breach of this Agreement.

 

10.02          Third Party IP Indemnity.

 

   (a)            Subject to the requirements set forth in Section 10.02(b), Solid Power agrees to defend, indemnify, and hold harmless SK On and each of its Affiliates (collectively, the “SK On Indemnified Parties”) from and against any and all claims, actions, suits, proceedings, or demands of whatever nature arising from any claim by a third party that the Material infringes the patent, trademark, copyright, trade secret, or other intellectual property rights of any third party (each, an “Infringement Claim”).

 

   (b)            Upon becoming aware of an Infringement Claim, the applicable SK On Indemnified Party shall provide prompt written notice to Solid Power and shall immediately tender control and defense of the Infringement Claim to Solid Power. Solid Power may, at its own cost and expense, assume the defense of such Infringement Claim and take all steps which, in Solid Power’s sole discretion, it deems necessary to defend the matter. The SK On Indemnified Parties shall cooperate with Solid Power in the defense of the Infringement Claim, including making available documents and witnesses relevant to the Infringement Claim. Solid Power shall have sole authority and discretion over settlement of any Infringement Claim, without need for notice and consent of any SK On Indemnified Party; provided, however, that Solid Power may not enter into any settlement of an Infringement Claim that requires payments by SK On Indemnified Parties which are not indemnified by Solid Power without prior written approval from the affected SK On Indemnified Party. For the avoidance of doubt, in no event shall any SK On Indemnified Party settle any Infringement Claim with any third party without prior written approval from Solid Power.

 

10.03          Remedies. Notwithstanding anything herein to the contrary, the Parties hereby agree that, in the event any Party violates any provisions of this Agreement, the remedies at law available to the non-breaching Party may be inadequate. In such event, the non-breaching Party shall have the right, in addition to all other rights and remedies it may have, to seek specific performance or other equitable relief (including rights of rescission) at any time to enforce or prevent any breaches by the breaching Party.

 

10.04          Limitations Period. Any action by SK On against Solid Power under this Agreement must be commenced within one year following the breach or other event giving rise to SK On’s claim, regardless of SK On’s lack of knowledge of the breach or other event giving rise to such claim. No action for any such claim may be brought thereafter.

 

 

Article XI
Miscellaneous

 

11.01          Notices. Any notice required or permitted to be given under this Agreement shall be sufficient if made in writing and shall be deemed to be given (a) when personally delivered, (b) upon actual delivery when sent by electronic mail, or (c) on the next Business Day following dispatch when sent by overnight courier service, costs prepaid, to the addresses specified below:

 

 

If to Solid Power:

 

Solid Power Operating, Inc.

486 S. Pierce Ave., Suite E

Louisville, CO 80027

Attention: Legal Department

Email: [* * *]

 

If to SK On:

 

SK On Co., Ltd.
26 Jongro, Jongro-gu, Seoul 03188
Republic of Korea
Attention: [* * *]
Email: [* * *]

 

11.02          Force Majeure.

 

   (a)            Force Majeure Events. Neither Party shall be liable to the other for failure to perform its obligations under this Agreement if and to the extent that such failure to perform results from unforeseen causes beyond its reasonable control, including expropriations, requisitions, restraints on trade, or other acts of governmental or civil, military, or naval authorities (whether acting legally or otherwise); Acts of God, flood, storm, fire, explosion, war, riot, terrorism, hostilities, shipping delays, supply chain disruptions, disease, pandemic, interferences of public enemies or belligerents, rebellion, civil strife, or commotions, sabotage, vandalism, or mischief; or temporary or permanent injunctions or other orders or judgments of a court of competent jurisdiction (such event, a “Force Majeure Event”). In no event shall a Force Majeure Event reduce or eliminate a Party’s obligation to make timely payments pursuant to this Agreement.

 

   (b)            Force Majeure Notice. The Party unable to perform as a result of a Force Majeure Event shall notify the other Party within five Business Days of the beginning and ending of each such Force Majeure Event.

 

11.03          Assignment. The rights and obligations of a Party under this Agreement shall not be assigned, including by operation of law or otherwise, by a Party without the prior written consent of the other Party.

 

11.04          Binding Nature of Agreement; No Third Party Beneficiaries. All the terms and provisions of this Agreement will be binding upon and will inure to the benefit of the Parties and their respective successors, permitted assigns, heirs, and personal representatives. It is not the intention of the Parties to confer third party beneficiary rights upon any other third party.

 

11.05          Entire Agreement. This Agreement, together with the attached Schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior understandings, agreements, or representations by or between the Parties, written or oral, that may have related in any way to the subject matter hereof.

 

 

11.06          Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

 

11.07          Arbitration. All disputes arising out of or in connection with this Agreement shall be submitted to confidential arbitration before the International Court of Arbitration of the International Chamber of Commerce and shall be finally and confidentially settled under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”) by three arbitrators appointed in accordance with the Rules. The language of the arbitration will be English.  The place of the arbitration will be London, England.  Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction. Notwithstanding the foregoing, a Party may institute and sustain an action for equitable relief to prevent an actual or threatened breach of this Agreement, or to stop a continuing breach of this Agreement, in any court having jurisdiction.

 

11.08          Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

 

11.09          Incorporation of Schedules. The Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

 

11.10          Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, and if the rights or obligations of any Party under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance therefrom, and (d) in lieu of such illegal, invalid, or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

 

11.11          Rules of Construction. The Parties agree that they have been represented by counsel (or have had the opportunity to retain counsel and knowingly forego such opportunity) during the negotiation, preparation, and execution of this Agreement and therefore waive the application of any law, rule, regulation, holding, or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document.

 

11.12          Amendment; Waiver. This Agreement may not be amended except by an instrument in writing signed by each of the Parties. Any agreement on the part of a Party to the waiver of any provision of this Agreement shall be valid only if set forth in an instrument in writing signed on behalf of such Party.

 

11.13          Public Announcements. Solid Power, Solid Power Korea, Solid Power, Inc., and SK On shall be entitled to issue a press release announcing the execution of this Agreement and the transactions contemplated hereby. Subsequently, each Party agrees to consult with the other before issuing any press release or otherwise making any public statement with respect to this Agreement or the transactions contemplated hereby and not issue any such press release or make any such public statement prior to such consultation and review and the receipt of the prior consent of the other; provided, however, that if such press release or public statement is required by applicable law, the Party required to make such press release or public statement shall advise the other Party of such obligation and the Parties shall attempt to cause a mutually agreeable press release or public statement to be issued. The foregoing shall not restrict Solid Power, Solid Power Korea, Solid Power, Inc., or SK On from providing any information required by a securities exchange or to comply with its disclosure obligations under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any rules promulgated by the Securities and Exchange Commission thereunder, or under Korean Securities Exchange Act, Financial Investment Services And Capital Markets Act of Republic of Korea, Monopoly Regulation And Fair Trade Act of Republic of Korea, as applicable.

 

 

11.14          Counterparts; Electronic Signatures. This Agreement may be executed and delivered by each Party in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute one and the same Agreement. This Agreement, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, PDF, or other electronic transmission, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. Any such signature page shall be effective as a counterpart signature page hereto without regard to page, document, or version numbers or other identifying information thereon, which are for convenience of reference only. At the request of a Party, the other Party shall re-execute original forms thereof and deliver them to the other Party.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the Effective Date.

 

	SOLID POWER:
	Solid Power Operating, Inc.
	By:	/s/ JOHN VAN SCOTER
	Name: JOHN VAN SCOTER
	Title: President and Chief Executive Officer
	SK ON:
	SK On Co., Ltd.
	By:	/s/ MINSUK SUNG
	Name: MINSUK SUNG
	Title: Chief Commercial Officer

 

Signature Page to Electrolyte Supply Agreement

 

 

Schedule 1

 

Form of Purchase Order

 

[* * *]

 

 

Schedule 2

 

[* * *] Specifications

 

[* * *]

 

 

 

Exhibit 10.3

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. [* * *] INDICATES THAT INFORMATION HAS BEEN REDACTED.

 

Execution Version

 

LINE INSTALLATION AGREEMENT

 

This LINE INSTALLATION AGREEMENT (together with the schedules attached hereto, this “Agreement”) is entered into effective as of January 10, 2024 (the “Effective Date”) and is among Solid Power Korea Co., Ltd., a Company incorporated under the laws of Republic of Korea and having its registered office at Spaces Gran Seoul, 7th Floor, Tower l , 33 Jong-ro, Jongno-gu, Seoul, 03159, the Republic of Korea (“Solid Power Korea”), SK On Co., Ltd., a Company incorporated under the laws of Republic of Korea and having its registered office at 51 Jongro, Jongno-gu, Seoul 03188 Republic of Korea (“SK On,” and together with Solid Power Korea, the “Parties”), and, for the limited purposes of Section 12.16, Solid Power, Inc., a Delaware corporation, having its principal business address of 486 S. Pierce Ave., Suite E, Louisville, Colorado 80027 USA (“Parent”).

 

BACKGROUND

 

A.                  Solid Power Operating, Inc. (“Solid Power”) is developing and/or acquiring technology relating to all-solid-state battery cells having a sulfide-based solid electrolyte.

 

B.                  SK On is developing and securing technology in the field of lithium-ion batteries including electrode powders, electrode coatings, electrolyte compositions, battery assembly, battery formation, and battery cycling and sells batteries to third-parties, including original equipment manufacturers in the automotive market.

 

C.                  SK On desires (i) to have Solid Power Korea install a pilot production line at SK On’s facilities in Daejeon, Republic of Korea (the “SK On Line” and such facilities, “SK On’s Facility”) based on Solid Power’s pilot cell production line in Louisville, Colorado (the “Solid Power EV Line”), (ii) to have access to Solid Power Know-How (as defined in the R&D License Agreement) necessary to operate the SK On Line to produce cells with the same level of productivity and cell performance as the Solid Power EV Line, and (iii) to procure Material from Solid Power to be used in the SK On Line (i, ii, and iii collectively, the “Project”); and

 

D.                  In connection with the Project, SK On and Solid Power have executed an Electrolyte Supply Agreement (the “Electrolyte Supply Agreement”) and a Research and Development Technology License Agreement (the “R&D License Agreement”).

 

Agreement

 

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

 

Article I
DEFINITIONS

 

1.01           Definitions.

 

(a)               “Affiliate” of a specified person means a person who, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified person.

 

 

(b)               “Agreement” has the meaning set forth in the introductory paragraph.

 

(c)                “Business Day” means a day other than Saturday, Sunday, or any day on which the Federal Reserve Bank of New York is closed or the Bank of Korea is closed.

 

(d)               “Change Order” has the meaning set forth in Section 9.01(c).

 

(e)               “Change Request” has the meaning set forth in Section 9.01(a).

 

(f)                 “Control” (including the terms “Controlled by” and “under common Control with”) means the possession, directly or indirectly, or as a trustee or executor, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, as trustee or executor, by contract, or otherwise.

 

(g)               “Documents” has the meaning set forth in Section 4.01(a).

 

(h)               “EAR” has the meaning set forth in Section 12.15(a).

 

(i)                 “Effective Date” has the meaning set forth in the introductory paragraph.

 

(j)                 “EI” has the meaning set forth in Section 12.15(c).

 

(k)               “Electrolyte Supply Agreement” has the meaning set forth in the recitals.

 

(l)                 “Equipment” has the meaning set forth in Section 4.01.

 

(m)             “FAT” has the meaning set forth in Section 4.03(a).

 

(n)               “Final Design Specifications” has the meaning set forth in Section 3.01.

 

(o)               “Force Majeure Event” has the meaning set forth in Section 12.02(a).

 

(p)               “Guarantees” means the Cell Performance Guarantee and the Validation Performance Metrics, each as defined in the R&D License Agreement.

 

(q)               “Installer” means one or more entities selected by Solid Power Korea to install the SK On Line pursuant to this Agreement.

 

(r)                 “Intellectual Property” means all or any of the following throughout the world: (i) patents, patent applications (including originals, divisions, continuations, continuations-in-part, extensions, reexaminations, and reissues thereof), patent disclosures, inventions, and invention disclosures (whether or not patentable), (ii) trademarks, service marks, trade dress, trade names, corporate names, logos, and slogans (and all translations, transliterations, adaptations, derivations, and combinations of the foregoing) and Internet domain names, and franchises, together with all goodwill associated with each of the foregoing, (iii) copyrights and copyrightable works, (iv) registrations and applications for any of the foregoing, (v) trade secrets, customer lists, data and customer records, reports, software development methodologies, source code, technical information, proprietary business information, process technology, plans, drawings, blue prints, know-how and inventions (whether patentable or unpatentable and whether or not reduced to practice, (vi) all rights of publicity, including the right to use the name, voice, likeness, signature, and biographies of real persons, together with all goodwill related thereto, and (vii) all other intellectual or proprietary rights.

 

 

(s)                “Material” means Solid Power’s proprietary sulfide-based solid electrolyte.

 

(t)                “Milestone” has the meaning set forth in Section 6.01.

 

(u)               “Original Warranty Period” has the meaning set forth in Section 5.03.

 

(v)               “Parent” has the meaning set forth in the recitals.

 

(w)             “Parties” has the meaning set forth in the introductory paragraph.

 

(x)               “Preliminary Design Specifications” has the meaning set forth in Section 3.01.

 

(y)               “Preliminary Equipment List” has the meaning set forth in Section 3.01.

 

(z)                “Price” has the meaning set forth in Section 6.01.

 

(aa)           “Project” has the meaning set forth in the recitals.

 

(bb)           “R&D License Agreement” has the meaning set forth in the recitals.

 

(cc)            “Rules” has the meaning set forth in Section 12.07.

 

(dd)           “SAT” has the meaning set forth in Section 4.03(b).

 

(ee)            “SK On” has the meaning set forth in the introductory paragraph.

 

(ff)              “SK On’s Facility” has the meaning set forth in the recitals.

 

(gg)           “SK On Line” has the meaning set forth in the recitals.

 

(hh)           “Solid Power” has the meaning set forth in the recitals.

 

(ii)               “Solid Power Korea” has the meaning set forth in the introductory paragraph.

 

(jj)               “Solid Power EV Line” has the meaning set forth in the recitals.

 

(kk)            “Statement of Work” has the meaning set forth in Section 2.01.

 

(ll)               “Supplier” has the meaning set forth in Section 4.01.

 

(mm)           “Timeline” has the meaning set forth in Section 3.02.

 

(nn)             “Term” has the meaning set forth in Section 2.02.

 

 

(oo)              “Total Liquidity” means (i) total current assets plus (ii) long-term investments minus (iii) total current liabilities, as reflected on the consolidated balance sheet of Parent in its quarterly or annual reports filed with the Securities and Exchange Commission.

 

1.02           Interpretation. The words “include” and “including” and other words of similar import when used herein shall not be deemed to be terms of limitation but rather shall be deemed to be followed in each case by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine, or neuter forms, and the singular form of nouns, pronouns, and verbs shall include the plural and vice versa. Any capitalized term used in any Schedule but not otherwise defined therein will have the meaning given to such term in this Agreement. Any reference to “days” means calendar days unless Business Days are expressly specified. If any action under this Agreement is required to be done or taken on a day that is not a Business Day, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter. The words “herein,” “hereto,” “hereunder” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular Article, Section or other subdivision of this Agreement. When a reference is made in this Agreement to an Article, Section, or Schedule, such reference is to an Article or Section of, or an Schedule to, this Agreement unless otherwise indicated. Any reference herein to “dollars” or “$” shall mean United States dollars. The term “or” is not exclusive.

 

Article II
SCOPE

 

2.01           SK On Line. Solid Power Korea will provide design, purchasing, and installation services for the SK On Line, as detailed in this Agreement and the Statement of Work attached as Schedule 1 (the “Statement of Work”).

 

2.02           Term. This Agreement shall be effective commencing on the Effective Date and will continue until it is terminated pursuant to Section 4.03(c), unless earlier terminated pursuant to Section 2.03 (the “Term”).

 

2.03           Default. This Agreement may be terminated:

 

(a)               By SK On, if Solid Power Korea materially breaches any term of this Agreement, or Solid Power materially breaches any term of the Electrolyte Supply Agreement or the R&D License Agreement, and Solid Power Korea or Solid Power, as applicable, fails to cure such breach within 60 days, or 30 days in the case of the Electrolyte Supply Agreement or R&D License Agreement, after receipt of written notice from SK On requesting such breach be cured.

 

(b)               By Solid Power Korea, if SK On materially breaches any term of this Agreement, the Electrolyte Supply Agreement, or the R&D License Agreement and SK On fails to cure such breach within 30 days after receipt of written notice from Solid Power Korea or Solid Power, as applicable, requesting such breach be cured.

 

2.04           Survival. The expiration or prior termination of this Agreement for whatever reason will not affect the accrued rights of either Party arising under this Agreement or the rights under Article VII, Article X, Article XI, and Article XII, and all defined terms required to interpret those Articles and Sections, which will survive such expiration or termination.

 

 

Article III
PROJECT DESIGN AND TIMING

 

3.01           Design Acceptance. A preliminary list of equipment for the SK On Line is attached to this Agreement as Schedule 2 (“Preliminary Equipment List”), and Solid Power will provide SK On with a preliminary design of the SK On Line [* * *] (together with the Preliminary Equipment List, the “Preliminary Design Specifications”). The Parties will work together in good faith to approve a final design for the SK On Line in accordance with the terms set forth in the R&D License Agreement, which shall include performance benchmarks for the Equipment and SK On Line. Once the final design is approved by both Parties, it will be added as Schedule 3 to this Agreement (the “Final Design Specifications”).

 

3.02           Project Timing. The Parties agree that the target date for the equipment to be delivered to SK On’s Facility shall be [* * *]. Once the Parties have approved the Final Design Specifications, the Parties will work together in good faith to approve a finalized timeline for completing the installation of the SK On Line, based on the above target date for delivery and according to the terms of this Agreement, which, once approved by both Parties, will be added as Schedule 4 to this Agreement (the “Timeline”).

 

Article IV
LINE DESIGN AND INSTALLATION

 

4.01           Equipment Procurement. Once the Parties have reached agreement on the Final Design Specifications and the Timeline, Solid Power Korea shall be responsible to contract, or to have the Installer contract, with individual vendors (each, a “Supplier”) to procure all component parts, machinery, and equipment necessary to assemble and install the SK On Line at SK On’s Facility (collectively, the “Equipment”). Solid Power Korea and Installer may select Suppliers in their sole discretion, provided that SK On shall be included in the Supplier selection process solely for the purpose of confirming that there are no pre-existing conflicts or other reasons which prevent SK On from working with a particular Supplier. If SK On rejects any Supplier and such rejection results in an increase to the Price or a delay in the Timeline, the Parties shall execute a Change Order to reflect such increase to the Price or delay in the Timeline, as applicable.

 

(a)               Documentation. All Equipment shall be supplied with designs, drawings, specifications, operation and maintenance manuals (“Documents”) sufficient for SK On to maintain, disassemble, reassemble, and adjust parts of the Equipment as necessary during use. Such documents may be in English or Korean.

 

4.02           Customs and Importation. All customs, duties, and taxes in relation to the export of the Equipment imposed by the country of export shall be borne by Solid Power Korea, including any value added taxes (VAT). All customs, duties, and taxes in relation to the import of the Equipment imposed by the country of import shall be borne by SK On. If requested by Solid Power Korea, SK On shall serve as the importer of record for the Equipment and for any materials needed to complete FAT or SAT, or any portion thereof. The Parties shall cooperate with each other to ensure both Parties can receive any available tax benefits. Each Party will bear its own expenses other than the fees and taxes mentioned herein.

 

 

4.03          Installation. Solid Power Korea will subcontract with Installer in order to facilitate the installation of the SK On Line as follows:

 

(a)               Installer will confirm each piece of Equipment necessary for the SK On Line meets the Final Design Specifications (“FAT”). FAT shall be deemed complete upon mutual agreement of the Parties that the Equipment has achieved the required Final Design Specifications. Upon request, SK On may be present or send a representative to witness the FAT process.

 

(b)               Upon completion of FAT, Installer will transport and install the SK On Line at SK On’s Facility for confirmation that the SK On Line and each Equipment installed therein meets the Final Design Specifications (“SAT”) when installed at SK On’s facility. SAT shall be deemed complete upon mutual agreement of the Parties that the Final Design Specifications have been met.

 

(c)                Upon completion of SAT, Solid Power and SK On will undertake the validation activities contemplated by Section 5.03 of the R&D License Agreement and this Agreement will terminate.

 

4.04           Title. Title to the SK On Line shall pass from Solid Power Korea or Installer, as the case may be, to SK On upon completion of SAT.

 

4.05           SK On Responsibilities. Except as otherwise provided in the Statement of Work, SK On shall be responsible for all site requirements and associated facility and infrastructure costs for installation of the SK On Line at SK On’s Facility, including:

 

(a)               site preparation and access by Solid Power Korea and Installer to SK On’s Facility;

 

(b)               adequate staging and storage areas for Equipment as it is delivered to SK On’s Facility;

 

(c)                all utilities, including electric power, water, heat, network connectivity, and lights, needed for work required under this Agreement that is to be performed at SK On’s Facility;

 

(d)               any structural changes or improvements to SK On’s Facility;

 

(e)               all environmental controls and other regulatory approvals necessary for the safe handling, storage, and disposal of materials necessary for installation and operation of the SK On Line at SK On’s Facility

 

(f)                 all permits and other regulatory approvals necessary for installation and operation of the SK On Line at SK On’s Facility; and

 

(g)               any other requests made by Solid Power Korea or Installer necessary for the installation and operation of the SK On Line at SK On’s Facility.

 

4.06           Supervision. Solid Power Korea shall, or cause the Installer to, dispatch supervisors at its own expense to SK On’s Facility to supervise the work as provided hereunder and to render all related services in accordance with the requirements of the Statement of Work for the full duration of the installation services. Solid Power Korea shall submit to the SK On a dispatch schedule and personal resume of each supervisor one (1) month before the first dispatch, and provide a supervision plan which shall include, at least, the expected date of arrival, period of stay and supervising field of each supervisor to be dispatched. Solid Power Korea shall notify SK On in writing of the arrival of each supervisor ten (10) days before their scheduled arrival.

 

 

Article V
WARRANTY

 

5.01         Warranty. Solid Power Korea warrants that, upon completion of SAT:

 

(a)               the SK On Line shall conform to the Final Design Specifications; and

 

(b)               Solid Power Korea and Installer are providing good legal title to all Equipment utilized in the SK On Line [* * *].

 

5.02           Assignment of Supplier Warranties. To the extent permitted by law and contract, upon completion of SAT, Solid Power Korea shall transfer and assign, or shall cause Installer to transfer and assign, to SK On all Supplier warranties covering the Equipment.

 

5.03           Repair Warranties. When selecting and contracting Suppliers, Solid Power Korea shall ensure that the Equipment are subject to warranties against defects where the warranty period for defect corrections extend to no less than one (1) year from the date of SAT (“Original Warranty Period”). Such warranties shall also include the following conditions: (i) extended warranty periods of at least one (1) year following any repairs performed on defective Equipment during the Original Warranty Period; and (ii) step-in rights of the buyer to directly perform repairs and charge the Supplier upon failure to provide repair services following 30 days’ written notice to such Supplier.

 

5.04           No Other Warranties. SOLID POWER KOREA MAKES NO OTHER WARRANTY CONCERNING THE SK ON LINE, EXPRESS OR IMPLIED, AND HEREBY SPECIFICALLY DISCLAIMS ALL OTHER SUCH WARRANTIES. WITHOUT LIMITATION, SOLID POWER KOREA EXPRESSLY DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY ARISING FROM USAGE OF TRADE OR COURSE OF DEALING.

 

Article VI
PRICE AND PAYMENT SCHEDULE

 

6.01           Price and Payment Schedule. The total price paid to Solid Power Korea under this Agreement shall be $22,330,236 (the “Price”), including any value added taxes (VAT) [* * *]

 

6.02           (Not used)

 

6.03           Invoicing. Solid Power Korea may invoice SK On upon achievement of each Milestone. All invoices shall be paid by telegraphic transfer, without setoff or deduction, net 30 days following SK On’s receipt of the applicable invoice [* * *]. Solid Power Korea shall not be obligated to purchase any Equipment or conduct any installation work if any undisputed invoice remains owing.

 

 

6.04           Disputes. SK On shall notify Solid Power Korea in writing of any dispute with any invoice or part of an invoice (along with a reasonably detailed description of the dispute) prior to the due date of the invoice. SK On will timely pay all undisputed amounts due under an invoice within the period set out in Section 6.03. The Parties will seek to resolve all disputes expeditiously and in good faith.

 

6.05           Other Charges. SK On shall bear and pay all banking charges and other expenses incurred inside Korea associated with payments made under this Agreement, and Solid Power Korea shall bear and pay all banking charges and other expenses incurred outside of Korea associated with payments made under this Agreement.

 

6.06           Security. [* * *]

 

Article VII
INTELLECTUAL PROPERTY AND CONFIDENTIALITY

 

Each Party hereby represents and warrants to the other Party as follows:

 

7.01           Intellectual Property Rights. The rights and licenses of the Parties concerning Intellectual Property shall be governed by, and subject to, the terms of the R&D License Agreement, the terms of which are incorporated by reference. Notwithstanding anything herein to the contrary, the Preliminary Design Specifications shall be Solid Power’s Background IP and the Final Design Specifications shall be Joint IP (as defined in the R&D License Agreement).

 

7.02           Confidentiality. The rights and obligations of the Parties concerning confidentiality shall be governed by, and subject to, the confidentiality clause contained in the R&D License Agreement. The terms of this Agreement shall be treated as Confidential Information (as defined in the R&D License Agreement).

 

7.03           Non-Solicitation. [* * *]

 

Article VIII
REPRESENTATIONS AND WARRANTIES OF THE PARTIES

 

Each Party hereby represents and warrants to the other Party as follows:

 

8.01           Power and Authority. This Agreement and the documents referred to herein have been duly executed and delivered by such Party and are legal, valid, and binding obligations of such Party, enforceable against such Party in accordance with their terms.

 

8.02           No Conflict. Such Party does not have any agreement with any third party or other commitment or obligation that materially conflicts with such Party’s obligations under this Agreement. During the Term, such Party will not enter into any agreement, commitment, or obligation that materially conflicts with its obligations under this Agreement.

 

8.03           Compliance with Law. In performing its obligations under this Agreement, such Party will comply, and shall cause its employees, contractors, and subcontractors to comply, with all applicable laws and regulations.

 

8.04           Compliance with SK On Security Policies. SK On warrants that its security policies and instructions will not materially hinder or delay the activities contemplated by this Agreement. Solid Power Korea warrants that it shall require Installer and Suppliers who will work at SK On’s Facility to comply with SK On’s security policy and instructions from SK On security personnel. Solid Power Korea understands that failure to comply with SK On security policy may require the replacement of the violating Installer and Suppliers at its cost.

 

 

8.05           Health and Safety. Solid Power Korea warrants that it shall establish and maintain an effective health and safety management program that conforms to all applicable laws and any applicable industry standards. Such health and safety management program shall include: (i) adequate health and safety training for all Solid Power Korea, Installer, and Supplier personnel who will work at SK On’s Facility; and (ii) sufficient Personal Protective Equipment for the obligations under this Agreement. SK On shall provide Solid Power Korea with all information necessary for Solid Power Korea, Installer, Suppliers, and their respective personnel to comply with SK On’s health and safety management program while such personnel are working at SK On’s Facility.

 

8.06           Disclaimer. Except as set forth in Article V, Section 8.01, Section 8.02, Section 8.03, Section 8.04, and Section 8.05 such Party does not make any warranties in connection with this Agreement, whether express, implied, statutory, or otherwise, and such Party specifically disclaims all implied warranties, including those of merchantability, title, noninfringement, and fitness for a particular purpose.

 

Article IX
CHANGE ORDER PROCESS

 

9.01         Change Order. Once agreed in writing between the Parties and added as Schedules to this Agreement, changes to the Final Design Specifications, Statement of Work, Contract Price, and Timeline shall be addressed through the following process:

 

(a)               The Party requesting the change shall submit a written request for the change to the other Party (a “Change Request”).

 

(b)               If a Change Request would result in a change in cost, schedule, or performance of the SK On Line, Solid Power Korea shall provide a quotation or proposal for the impact of the change. Such quotations shall be submitted along with a Change Request proposed by Solid Power Korea or in response to a Change Request proposed by SK On.

 

(c)                If both Parties agree to proceed with the change, and agree upon the impact to cost, schedule, and performance of the SK On Line, the Parties shall execute a formal change order in the form attached as Schedule 5 (each, a “Change Order”). Once executed by both Parties, a Change Order shall become part of this Agreement. Solid Power Korea shall not be obligated to proceed with any changes, or incur any costs or delays, for which the Parties have not executed a Change Order.

 

9.02           Impact of Changes. Solid Power Korea reserves the right to reject any Change Request that, in Solid Power Korea’s sole judgment, is not feasible or may impact the ability of the SK On Line to meet the Final Design Specifications or the Guarantees. Notwithstanding Solid Power Korea’s agreement to any Change Order, Solid Power Korea shall not be responsible for any failure of the SK On Line to meet Final Design Specifications or Guarantees due to a Change Request by SK On, unless Solid Power agrees that the Change Order would not impact the Final Design Specifications or Guarantees, in which case Solid Power’s guarantee will remain effective.

 

 

Article X
INDEMNIFICATION; REMEDIES

 

10.01       Indemnification.

 

(a)               Each Party will defend, indemnify, and hold harmless the other Party, its Affiliates, and their respective officers, directors, employees, agents, licensors, successors, and assigns, from and against any and all losses or liabilities (including reasonable attorneys’ fees) arising out of or resulting from the indemnifying Party’s breach of this Agreement.

 

(b)               Further, Solid Power Korea shall indemnify SK On from any claims raised by Installer, Supplier, and their respective employees, contractors, and subcontractors unless SK On has directly caused the basis for the claim, or such claim legally requires SK On to be a defendant.

 

10.02       Remedies. Notwithstanding anything herein to the contrary, the Parties hereby agree that, in the event any Party violates any provisions of this Agreement, the remedies at law available to the non-breaching Party may be inadequate. In such event, the non-breaching Party shall have the right, in addition to all other rights and remedies it may have, to seek specific performance or other equitable relief (including rights of rescission) at any time to enforce or prevent any breaches by the breaching Party.

 

10.03       Limitations Period. Any action by SK On against Solid Power Korea under this Agreement must be commenced within one year following SK On’s discovery of the alleged breach or other event giving rise to SK On’s claim. No action for any such claim may be brought thereafter.

 

Article XI
LIMITATION OF REMEDIES; LIMITATION OF DAMAGES

 

11.01       Limitation on Remedies. SK On agrees that its sole and exclusive remedy against Solid Power Korea for nonconforming Equipment shall be limited to either repair or replacement of any non-conforming Equipment prior to completion of SAT. This shall not limit the requirements under Section 5.03.

 

11.02       Limitation of Liability. THE MAXIMUM LIABILITY, IF ANY, OF SOLID POWER KOREA FOR ALL DAMAGES, INCLUDING WITHOUT LIMITATION CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, IS LIMITED TO AN AMOUNT NOT TO EXCEED $3,000,000. IN NO EVENT SHALL SOLID POWER KOREA BE LIABLE TO SK ON FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST REVENUES AND PROFITS AND/OR MONETARY REQUESTS RELATING TO RECALL EXPENSES AND REPAIRS TO PROPERTY INCLUDING THIRD PARTY CLAIMS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE AND AGREE THAT this limitation of damages PROVISIONS SET FORTH IN THIS section shall survive even if the exclusive remedy set forth above is deemed to fail of its essential purpose or otherwise be deemed unenforceable. SOLID POWER KOREA’S liability shall not be limited, and no credit shall be granted against the Liability Limit for: (a) sOLID POWER KOREA’S indemnification obligations under SECTION 10.01(B); (b) any costs incurred by solid power KOREA in meeting the Target schedule; (c) any loss or damage arising out of or connected with the Solid power korea’s gross negligence or willful misconduct; (D) any loss or damage arising from unlawful and criminal acts and intellectual property breaches by solid power KOREA; or, (e) any loss or damage arising from solid power KOREA’s failure of its obligations under section 8.05.

 

 

Article XII
Miscellaneous

 

12.01        Notices. Any notice required or permitted to be given under this Agreement shall be sufficient if made in writing and shall be deemed to be given (a) when personally delivered, (b) upon actual delivery when sent by electronic mail, or (c) on the next Business Day following dispatch when sent by overnight courier service, costs prepaid, to the addresses specified below:

 

If to Solid Power Korea:

 

Solid Power Korea Co., Ltd.

c/o Solid Power Operating, Inc.

486 S. Pierce Ave., Suite E

Louisville, CO 80027

Attention: Legal Department

Email: [* * *]

 

If to SK On:

 

SK On Co., Ltd.
26 Jongro, Jongro-gu, Seoul 03188
Republic of Korea
Attention: [* * *]
Email: [* * *]

 

12.02        Force Majeure.

 

(a)                Force Majeure Events. Neither Party shall be liable to the other for failure to perform its obligations under this Agreement if and to the extent that such failure to perform results from unforeseen causes beyond its reasonable control, including expropriations, requisitions, restraints on trade, or other acts of governmental or civil, military, or naval authorities (whether acting legally or otherwise); Acts of God, flood, storm, fire, explosion, war, riot, terrorism, hostilities, disease, pandemic, interferences of public enemies or belligerents, rebellion, civil strife, or commotions, sabotage, or vandalism; or temporary or permanent injunctions or other orders or judgments of a court of competent jurisdiction (such event, a “Force Majeure Event”). SK On’s obligation to make timely payment in accordance with Article VI may not be reduced or excused under this Section 12.02.

 

(b)                Force Majeure Notice. The Party unable to perform as a result of a Force Majeure Event shall notify the other Party within five Business Days of the beginning and ending of each such Force Majeure Event.

 

 

12.03       Assignment. The rights and obligations of a Party under this Agreement shall not be assigned, including by operation of law or otherwise, by a Party without the prior written consent of the other Party.

 

12.04       Binding Nature of Agreement; No Third Party Beneficiaries. All the terms and provisions of this Agreement will be binding upon and will inure to the benefit of the Parties and their respective successors, permitted assigns, heirs, and personal representatives. It is not the intention of the Parties to confer third party beneficiary rights upon any other third party.

 

12.05       Entire Agreement. This Agreement, together with the attached Schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior understandings, agreements, or representations by or between the Parties, written or oral, that may have related in any way to the subject matter hereof.

 

12.06       Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Korea without giving effect to any choice or conflict of law provision or rule (whether of the Republic of Korea or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Republic of Korea.

 

12.07       Arbitration. All disputes arising out of or in connection with this Agreement shall be submitted to confidential arbitration before the Singapore International Arbitration Centre and shall be finally and confidentially settled under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”) by three arbitrators appointed in accordance with the Rules. The language of the arbitration will be English. The place of the arbitration will be Singapore. Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction. Notwithstanding the foregoing, a Party may institute and sustain an action for equitable relief to prevent an actual or threatened breach of this Agreement, or to stop a continuing breach of this Agreement, in any court having jurisdiction.

 

12.08       Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

 

12.09       Incorporation of Schedules. The Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

 

12.10       Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, and if the rights or obligations of any Party under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance therefrom, and (d) in lieu of such illegal, invalid, or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

 

 

12.11       Rules of Construction. The Parties agree that they have been represented by counsel (or have had the opportunity to retain counsel and knowingly forego such opportunity) during the negotiation, preparation, and execution of this Agreement and therefore waive the application of any law, rule, regulation, holding, or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document.

 

12.12       Amendment; Waiver. This Agreement may not be amended except by an instrument in writing signed by each of the Parties. Any agreement on the part of a Party to the waiver of any provision of this Agreement shall be valid only if set forth in an instrument in writing signed on behalf of such Party.

 

12.13       Public Announcements. Solid Power Korea, Solid Power, Parent, and SK On shall collectively issue a press release announcing the execution of this Agreement and the transactions contemplated hereby. Subsequently, each Party agrees to consult with the other before issuing any press release or otherwise making any public statement with respect to this Agreement or the transactions contemplated hereby and not issue any such press release or make any such public statement prior to such consultation and review and the receipt of the prior consent of the other; provided, however, that if such press release or public statement is required by applicable law, the Party required to make such press release or public statement shall advise the other Party of such obligation and the Parties shall attempt to cause a mutually agreeable press release or public statement to be issued. The foregoing shall not restrict Solid Power Korea, Solid Power, Parent, or SK On from providing any information required by a securities exchange or to comply with its disclosure obligations under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any rules promulgated by the Securities and Exchange Commission thereunder, or under Korean Securities Exchange Act, Financial Investment Services and Capital Markets Act of Republic of Korea, or the Monopoly Regulation and Fair Trade Act of Republic of Korea, as applicable.

 

12.14       Counterparts; Electronic Signatures. This Agreement may be executed and delivered by each Party in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute one and the same Agreement. This Agreement, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, PDF, or other electronic transmission, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. Any such signature page shall be effective as a counterpart signature page hereto without regard to page, document, or version numbers or other identifying information thereon, which are for convenience of reference only. At the request of a Party, the other Party shall re-execute original forms thereof and deliver them to the other Party.

 

 

12.15       Export Control Matters.

 

(a)               As a foreign national (non-U.S. citizen without U.S. permanent resident, refugee, or asylee status), SK On understands that access to the Solid Power Know-How constitutes an export of technical data/software from the United States and is governed by U.S. export control laws, including the Export Administration Regulations (“EAR”). SK On agrees to, and agrees to compel its Affiliates to, comply with the EAR as they pertain to any technical data or software to which SK On or its Affiliates has access. SK On, on behalf of itself and its Affiliates, hereby certifies that, without U.S. government authorization, neither SK On nor its Affiliates shall knowingly disclose, export, or reexport, directly or indirectly, any such technical data/ software, and in particular neither SK On nor its Affiliates will export it without prior U.S. government authorization to any of the following nations or nationals thereof:

 

Country Group E:1/E:2 (Cuba, Iran, North Korea, Syria) or the Crimea Region, or Country Group D:1 (Armenia, Azerbaijan, Belarus, Burma/Myanmar, Cambodia, China (PRC including Hong Kong), Georgia, Iraq, Kazakhstan, North Korea, Kyrgyzstan, Laos, Libya, Macau, Moldova, Mongolia, Russia, Tajikistan, Turkmenistan, Ukraine, Uzbekistan, Venezuela, Vietnam, Yemen).

 

(b)               SK On, on behalf of itself and its Affiliates, agrees to be bound by future modifications of the foregoing list by amendments to the EAR or other U.S. laws and regulations.

 

(c)                In addition, SK On acknowledges, on behalf of itself and its Affiliates, that certain software SK On or its Affiliates has access to during the Term may contain encryption functionality controlled for Encryption Item (“EI”) purposes by the EAR, which is subject to additional export control restrictions. Neither SK On nor its Affiliates will use such software for any purpose other than internal company use, which includes the development of new software products. Unless notified of the appropriate authorization, neither SK On nor its Affiliates will export, re-export, or transfer such software to any other destination or end-user outside the United States or Canada.

 

12.16       Parent Company Guarantee. In the event that Solid Power Korea is unable or unwilling to satisfy any of its monetary obligations under this Agreement, Parent agrees to and shall satisfy such monetary obligations on behalf of Solid Power Korea.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the Effective Date.

 

	SOLID POWER KOREA:
	Solid Power Korea Co., Ltd.
	By:	/s/ JAMES LIEBSCHER
	Name:	JAMES LIEBSCHER
	Title:	Director
	SK ON:
	SK On Co., Ltd.
	By:	/s/ JEONGYEOL AHN
	Name:	JEONGYEOL AHN
	Title:	VP of Infrastructure Purchasing
	PARENT (solely with respect to Section 12.16):
	Solid Power, Inc.
	By:	/s/ JAMES LIEBSCHER
	Name:	JAMES LIEBSCHER
	Title:	Chief Legal Officer and Secretary

 

Signature Page to Line Installation Agreement

 

 

Schedule 1

 

Statement of Work

 

[* * *]

 

 

Schedule 2

 

Preliminary Equipment List

 

[* * *]

 

 

Schedule 3

 

Final Design Specifications

 

[* * *]

 

 

Schedule 4

 

Timeline

 

[* * *]

 

 

Schedule 5

 

Form of Change Order

 

[* * *]

 

 

Exhibit 99.1

 

 

 

Solid Power and SK On Deepen Partnership with New Agreements

 

	–	Solid Power licenses cell designs and production processes to SK On
	–	Solid Power to install pilot cell production line for SK On at Korea facility
	–	Solid Power enters agreement to supply SK On with electrolyte

 

LOUISVILLE, Colo., January 16, 2024 – Solid Power (Nasdaq: SLDP), a leading developer of solid-state battery technology, today announced it has deepened its partnership with SK On with three new agreements: a research and development license, a line installation arrangement, and an electrolyte supply agreement, each of which are detailed below. Together, the agreements expand Solid Power’s presence in Korea and strengthen the existing relationship between Solid Power and SK On, a key cell manufacturing partner.

 

“This expanded arrangement with SK On provides the framework for closer collaboration with one of the industry’s leading battery manufacturers and increases our presence in one of the world’s most strategically important battery markets,” said John Van Scoter, President and Chief Executive Officer of Solid Power. “This is another meaningful vote of confidence for our solid-state battery technology. This deepened relationship strengthens our competitive position as we progress towards commercialization.”

 

 

John Van Scoter, President and CEO of Solid Power, and Minsuk Sung, Chief Commercial Officer of SK On, shake hands after entering into new agreements.

 

The deepened relationship between the two companies will increase overall collaboration and development efforts on Solid Power’s solid-state cell technology. The agreements enable SK On

 

 

 

 

to use Solid Power’s cell technology for research and development and to produce batteries on a new SK On solid-state line in Korea.

 

“SK On has, and will continue to be, an important partner for Solid Power,” said Derek Johnson, Chief Operating Officer of Solid Power. “As demonstrated in 2023, a deepened collaboration with our key partners can accelerate technology advancement. Today’s steps will further expand development of our solid-state technology into Korea and allow Solid Power to demonstrate its capabilities as a valued electrolyte supplier.”

 

Van Scoter continued, “The primary benefit of these agreements is to broaden the development of our technology with a key partner. As we execute, we also expect to strengthen our cash position.”

 

Upon achievement of milestones and electrolyte deliveries, Solid Power expects to receive at least $50 million in revenue from these combined agreements.

 

The Agreements

 

Research and Development. Under the research and development license, SK On will license Solid Power’s solid-state cell designs and manufacturing processes in exchange for payments totaling $20 million from 2024 to 2027, upon achievement of milestones. The license limits SK On to research and development activities and may not be used for commercial cell production.

 

Line Installation. The line installation arrangement provides that Solid Power will design, procure, and install a new cell manufacturing line at one of SK On’s Korea facilities in exchange for an estimated $22 million, upon achievement of milestones. The new line will be modeled after Solid Power’s Colorado-based EV line and will produce EV-scale cells utilizing Solid Power’s solid-state electrolyte technology. Construction of the line will begin in 2024 and is expected to be complete in 2025.

 

Electrolyte Supply. SK On has also agreed to purchase Solid Power’s electrolyte for use on their new line in Korea through Solid Power’s first-of-its-kind electrolyte supply agreement. Initially, under the electrolyte supply agreement, SK On will purchase electrolyte to validate its new solid-state line. After validation, SK On is required to purchase at least eight metric tons of electrolyte from Solid Power through 2030, which it will use to collaborate with Solid Power in advancing its cell technologies. Depending on volumes, Solid Power expects to receive at least $10 million from these electrolyte sales.

 

About Solid Power, Inc.

 

Solid Power is developing solid-state battery technology to enable the next generation of batteries for the fast-growing EV and other markets. Solid Power’s core technology is its

 

 

 

 

electrolyte material, which Solid Power believes can enable extended driving range, longer battery life, improved safety, and lower cost compared to traditional lithium-ion. Solid Power’s business model – selling its electrolyte to cell manufacturers and licensing its cell designs and manufacturing processes – distinguishes the company from many of its competitors who plan to be commercial battery manufacturers. For more information, visit http://www.solidpowerbattery.com/.

 

Forward-Looking Statements

 

All statements other than statements of present or historical fact contained herein are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including Solid Power’s or its management team’s expectations, objectives, beliefs, intentions or strategies regarding the future. When used herein, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “plan,” “outlook,” “seek,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Solid Power disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. Readers are cautioned not to put undue reliance on forward-looking statements and Solid Power cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Solid Power, including the following factors: (i) risks relating to the uncertainty of the success of our research and development efforts, including our ability to achieve the technological objectives or results that our partners require, and to commercialize our technology in advance of competing technologies; (ii) risks relating to the non-exclusive nature of our original equipment manufacturers and joint development agreement relationships; (iii) our ability to negotiate, execute, and perform on our agreements on commercially reasonable terms; (iv) rollout of our business plan and the timing of expected business milestones; (v) delays in the construction and operation of production facilities; (vi) our ability to protect our intellectual property, including in jurisdictions outside of the United States; (vii) broad market adoption of EVs and other technologies where we are able to deploy our cell technology and electrolyte material, if developed successfully; (viii) our success in retaining or recruiting, or changes required in, our officers, key employees, including technicians and engineers, or directors; (ix) risks and potential disruptions related to management and board of directors transitions; (x) changes in applicable laws or regulations; (xi) risks related to technology systems and security breaches; (xii) the possibility that we may be adversely affected by other economic, business or competitive factors, including supply chain interruptions, and may not be able to manage other risks and uncertainties; (xiii) risks relating to our status as a research and development stage company with a history of financial losses, and an expectation to incur significant expenses and continuing losses for the foreseeable future; (xiv) the termination or reduction of government clean energy and electric vehicle incentives; and (xv) changes in domestic and foreign business,

 

 

 

 

market, financial, political and legal conditions. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the “Risk Factors” sections of Solid Power’s Annual Report on Form 10-K for the year ended December 31, 2022 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 and other documents filed by Solid Power from time to time with the SEC, all of which are available on the SEC’s website at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Solid Power gives no assurance that it will achieve its expectations.

 

Contact Information

Kevin Paprzycki

Chief Financial Officer

1 (800) 799-7380

investors@solidpowerbattery.com

Website: www.solidpowerbattery.com

 

Source: Solid Power, Inc.

 

 

v3.23.4

Cover	Jan. 10, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 10, 2024
Entity File Number	001-40284
Entity Registrant Name	Solid Power, Inc.
Entity Central Index Key	0001844862
Entity Tax Identification Number	86-1888095
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	486 S. Pierce Avenue
Entity Address, Address Line Two	Suite E
Entity Address, City or Town	Louisville
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80027
City Area Code	303
Local Phone Number	219-0720
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	SLDP
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50
Trading Symbol	SLDPW
Security Exchange Name	NASDAQ

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