Cross License Agreement

Exhibit 10.14


CROSS LICENSE AGREEMENT

THIS LICENSE AGREEMENT (" Agreement" ) is made and entered into as of this 19th day of November, 2002, by and between AMERIGON INCORPORATED, a California corporation (" AMERIGON" ) with offices at 5462 Irwindale Ave., Irwindale, CA 91706, and BSST, a Delaware LLC (" BSST" ), with offices at 5462 Irwindale Ave., Irwindale, CA 91706, with reference to the following:


R E C I T A L S:

A. AMERIGON is or will become the assignee of certain U.S. applications for patents which disclose technology developed by AMERIGON as well as technology developed by AMERIGON.

B. BSST is or will become the assignee of certain U.S. applications for patents which disclose technology developed by BSST as well as technology developed by BSST.


C. BSST and AMERIGON desire to establish a license arrangement whereby BSST will license certain of its patents to AMERIGON and AMERIGON will license certain of its patents to BSST.

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, AMERIGON and BSST hereby agree as follows:

1 DEFINITIONS

As used in this Agreement, the following terms, whether used in the singular or the plural shall have the following meaning:


1.1 American Field means only those uses of the Licensed Rights in climate controlled seats and vehicular radar applications, where climate controlled seats includes all seating applications and with vehicles, all usages of a thermoelectric for heating and cooling that resides in the seat.


1.2 BSST Field means all uses other than the Amerigon Field.


1.3 Amerigon Licensed Information means all confidential and proprietary information and material, trade secrets and know how belonging to AMERIGON and relating to the technology and inventions disclosed and claimed in the Amerigon Licensed Patents.


1.4 BSST Licensed Information means all confidential and proprietary information and material, trade secrets and know how belonging to BSST and relating to the technology and inventions disclosed and claimed in the BSST Licensed Patents.

1.5 Amerigon Licensed Patents means the U.S. Patents and Patent Applications of AMERIGON or to which AMERIGON has rights including the rights to grant the licenses herein, listed in Exhibit A, and any future patents and patent application that AMERIGON files or obtains rights sufficient to license on the terms herein, and all divisionals, continuations and continuations-in-part thereof, and all patents which may be granted thereon, and all reissues and reexaminations thereof, and any foreign patent issuing on any such patents or patent applications.


1.6 AMERIGON/BSST Combination Patents means U.S. Patents and Patent Applications of AMERIGON or BSST which the Parties designate as including a combination of BSST and Amerigon technologies, and all divisionals, continuations and continuations-in-part thereof, and all patents which may be granted thereon, and all reissues and reexaminations thereof. and any foreign patent issuing on any such patents or patent applications. The current list of AMERIGON/BSST Combination patents is listed in Exhibit B.

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1.7 BSST Licensed Patents means the U.S. Patents and Patent Applications of BSST or to which BSST has rights including the rights to grant the licenses herein, listed in Exhibit C, and any future patents and patent applications that BSST files or obtains rights sufficient to license on the terms herein and all divisionals, continuations and continuations-in-part thereof, and all patents which may be granted thereon, and all reissues and reexaminations thereof, and any foreign patent issuing on any such patents or patent applications.

1.8 Amerigon Licensed Rights means the Amerigon Licensed Patents and Amerigon Licensed Information and all Improvements.


1.9 BSST Licensed Rights means the BSST Licensed Patents and BSST Licensed Information and all Improvements relating to thermoelectrics.

1.10 Change In Control means: (a) the consolidation or merger a Party with or into any third party, wherein the shareholders of the Party immediately prior to such transaction shall cease to be the holders of at least fifty percent (50%) of the outstanding securities of the surviving corporation in such transaction; (b) the assignment, sale, transfer, lease or other disposition of all or substantially all of the assets of a Party; or (c) the acquisition by any third party or group of third parties acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission (" SEC" ) under the Securities and Exchange Act of 1934) of more than fifty percent (50%) of the outstanding shares of voting stock of a Party.


1.11 Improvements means any improvement, modification. adaptation, or change to the Licensed Rights.

1.12 Party shall mean BSST or AMERIGON; Parties shall mean BSST and AMERIGON.


2 LICENSES GRANTED

2.1 Licenses Granted to BSST . AMERIGON grants to BSST an exclusive (including of Amerigon), worldwide, royalty-free, fully paid-up, irrevocable license, including the right to grant sub licenses, under the Amerigon Licensed Rights to make, have made, use, develop, make improvements to, import, have imported, offer to sell, sell, lease or otherwise commercialize products within the BSST Field only where such products are a combination of the BSST Licensed Rights with the Amerigon Licensed Rights. AMERIGON further grants to BSST an exclusive (including of Amerigon), worldwide, royalty free, fully paid-up, irrevocable license, including the right to grant sublicenses, under the AMERIGON/BSST Combination Patents owned by Amerigon, to make, have made, use, develop, make improvements to, import, have imported, offer to sell, sell, lease or otherwise commercialize products within the BSST FIELD. In addition, AMERIGON grants to BSST a non-exclusive, worldwide, royalty-free, fully paid-up, irrevocable license under all know-how, confidential information or other proprietary information that BSST learns from AMERIGON as a result of the relationship of the Parties for use only within the BSST Field.


2.2 Limitation of Licenses Granted . AMERIGON retains all rights, title, and interest in the Licensed Rights not specifically granted to BSST.


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2.3 Licenses Granted to Amerigon . BSST grants to AMERIGON an exclusive, worldwide, royalty-free, fully paid-up, irrevocable license under the BSST Licensed Rights and any AMERIGON/BSST Combination Patents owned by BSST, to make, have made, use, develop, make improvements to, import, have imported, offer to sell, sell, lease or otherwise commercialize products within the Amerigon Field, including the right to grant sublicenses. In addition, BSST grants to AMERIGON a non-exclusive, worldwide, royalty-free, fully paid-up, irrevocable license under all know-how, confidential information or other proprietary information that AMERIGON learns from BSST as a result of the relationship of the Parties for use only within the AMERIGON Field.


2.4 Limitation of Licenses Granted . Each Party retains all rights, title, and interest in the its Licensed Rights not specifically granted to the other Party.


2.5 Confidentiality . The parties agree that the Licensed Information currently contains trade secrets and proprietary information, some of which belongs to AMERIGON and some of which belongs to BSST. Each Party agrees to maintain the confidential nature of trade secrets belonging to the other part and agrees not to use, print, copy, provide, or otherwise make available, in whole or in part any portion thereof except in accordance with this Agreement. The Parties understand that publication of the patent applications will publish trade-secrets, and that thereaf ...