RESEARCH & DEVELOPMENT UMBRELLA AGREEMENT

EXHIBIT 10.19



EXECUTION VERSION



RESEARCH AND DEVELOPMENT UMBRELLA AGREEMENT





This RESEARCH AND DEVELOPMENT UMBRELLA AGREEMENT is dated as of August 19, 1997, between CORNING INCORPORATED, a New York corporation ("Corning"), and ASTROPOWER, INC., a Delaware corporation ("AstroPower").



W I T N E S S E T H:



WHEREAS, AstroPower designs, manufactures and markets proprietary advanced polycrystalline silicon photovoltaic products; and



WHEREAS, Corning creates leading-edge technologies and produces advanced materials for the scientific and environmental markets; and



WHEREAS, the parties have entered into a Note Purchase and Option Agreement, dated as of August 19, 1997 (the "Note Purchase Agreement") ; and



WHEREAS, pursuant to the Note Purchase Agreement, Corning has loaned or will loan to AstroPower $5,000,000 in consideration of AstroPower issuing to Corning a 7% Convertible Promissory Note of equivalent face value (the "7% Convertible Note").



WHEREAS, the parties believe that it would be in the best interests of each other to jointly conduct and coordinate certain projects that may involve research, development and transfers of technology relating to the design, development and manufacture of polycrystalline silicon photovoltaic products (the "Projects"); and



WHEREAS, the parties desire to enter into this Research and Development Umbrella Agreement to define certain terms and conditions relating to the joint conduct and coordination of such Projects (this Research and Development Umbrella Agreement, including any and all Project Annexes (as hereinafter defined) that may be attached hereto from time to time, is referred to herein as the "Agreement").



NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and undertakings contained herein, and subject to and on the terms and conditions set forth herein, the parties agree as follows:



1. Projects. (a) From time to time AstroPower shall develop and present

-------- to Corning various Projects. With respect to each such Project, AstroPower shall present a written proposal to Corning defining the technical and business goals of such Project, the tasks involved and the milestones identified for successful completion of such Project, the suggested involvement and contributions of each of AstroPower and Corning, and the period during which the Project shall be completed (each a "Project Period"). Corning shall review such Project proposal and decide whether it is in the best interests of Corning to participate. Within a reasonable time after AstroPower has presented to Corning such Project proposal, Corning shall notify AstroPower whether it elects to participate or not, the terms on which it shall participate and any suggestions that Corning may have towards the successful conduct and completion of such Project. Any such Project on which the parties elect to jointly participate shall be governed by the terms and conditions of this Agreement, but shall be more particularly defined in an Annex to be attached hereto, substantially in the form attached hereto as Exhibit A (each a "Project Annex"), that includes a definition and goals of such project, a definition of the involvement and contributions of each of the parties, a schedule of performance, milestones, payment details, and such other terms and conditions as the parties shall mutually agree. These Project Annexes shall be executed and dated by an authorized officer of each party and shall for all purposes hereof and thereof be an integral part of this Agreement.



(b) Periodically, representatives of Corning and AstroPower will meet to identify new areas for cooperation and assistance that may lead to new Projects and to review progress on any existing Projects, including the monitoring of costs and expenses related to particular Projects.



2. Project Committees. (a) Each Project shall be governed by a

------------------ committee (each a "Project Committee") consisting of two managers, one designated by Corning and one designated by AstroPower. The initial Project Committee members shall be defined in the respective Project Annex. Each member of such Project Committee shall serve at the pleasure of the party which designated that Project Committee member and in the event of a vacancy, a replacement shall be named prior to the next scheduled Project Committee meeting by the party entitled to fill said position.



(b) The functions, authority and tasks of each such Project Committee shall be: to provide overall technical, commercial and financial guidance and control over the respective Project; to designate a Project Leader (as defined in Section 3); to initiate, approve (or disapprove) of significant changes to the schedule of performance; to review, amend, disapprove or approve any significant changes proposed by the Project Leader which relate to tasks or activities assigned or being performed under the Project; to review and audit whether Project milestones and schedules are being met by each party as agreed; to redirect resources where required in order to meet Project milestones and schedules; to analyze how and to what extent technology can be implemented and utilized in products; to ensure that tests are conducted to use and test such products prior to the end of respective Project Period; and to decide whether any patent application(s) (domestic or foreign) should be filed on any invention(s) created during the course of a Project, the subject matter and jurisdiction of any patent such applications, and whether any such patent applications shall be filed, prosecuted and paid for jointly or by an individual party.



(c) Each Project Committee shall meet as often as necessary to ensure the successful oversight and completion of the Project, but in any case not less frequently than quarterly during the term of the respective Project Period. Such meetings shall be at mutually agreed upon times and at equally convenient locations. The host party shall bear the expenses of providing the meeting facilities, but each party shall bear all other cost related to its attendance.





(d) Except as otherwise agreed herein, all decisions of a Project Committee shall be by unanimous vote.



3. Project Leader; Employees. (a) Each Project Committee shall, by

------------------------- unanimous vote, designate a project leader who shall, unless otherwise agreed unanimously by such Project Committee, be an employee of Corning (the "Project Leader"), and who shall have the task and responsibility to manage and administer the Project during the Project Period. Any removal or replacement of the individual serving as Project Leader shall be subject to the prior approval of, and be in the discretion of, such Project Committee. The Project Leader shall be responsible for and shall report to the Project Committee regarding all significant matters arising in the course of, or affecting his coordination of, the activities to be conducted under, and implementation of the Project in accordance with, this Agreement and the respective Project Annex.



(b) The Project Leader shall have sufficient authority to carry out his or her responsibility to administer his assigned Project and meet the schedule of performance to completion, including the authority to require that either or both parties make available or delegate certain personnel of each who have the expertise or experience necessary to perform the scheduled activities under the Project. Such Project Leader shall also have the authority to make changes in the Project schedules as may be beneficial and necessary from time to time (but only if any such change does not materially change the overall Project schedule of performance, milestones, scope, goals, or timing). Any changes made by the Project Leader which are of a magnitude so as to constitute a significant revision or change of the overall Project schedule of performance, milestones, scope, goals or timing shall require the Project Committee's prior written approval. The Project Leader shall report to the Project Committee as often as necessary to successfully accomplish the Project in accordance with the Project schedule of performance, but in any case not less frequently than quarterly. The research and technical personnel of either party assigned to work on the Project by the party shall be subject to the direction of the Project Leader with respect to Project tasks assigned or assumed and being performed by such party.



(c) Each party agrees that as deemed necessary by the Project Leader and for the success of the Project, each person assigned tasks or performing work under this Agreement and the respective Project Annex will, whenever reasonably possible, either work solely on the Project during the period he has been assigned to the Project or be allowed sufficient hours and facilities so as to accomplish his tasks with respect to the Project in a timely manner and in accordance with the schedules and milestones of the Project.



(d) Each party agrees to require its employees to observe all confidentiality, security, and safety rules and regulations in effect at the other party's site as a condition of their admittance to and presence at the other party's site.



(e) Nothing in this Agreement shall entail an obligation restricting or limiting in any way the assignment or reassignment of AstroPower employees within AstroPower, or Corning



employees within the group of companies affiliated with Corning, including (by way of clarification) the Project Leader.



4. Confidential Information. (a) Corning and AstroPower recognize that in

------------------------ order to carry out the intent of this Agreement and any particular Project Annex, the exchange of certain commercial and technical information will be required and that such commercial and technical information may constitute proprietary information of the party furnishing the same. "Confidential Information" shall mean all information received by one party from the other party pursuant to this Agreement or a Project Annex relating to a Project, whether furnished in writing or orally or visually. Such information which is provided in written, encoded, graphic or other tangible form shall be deemed to be Confidential Information only if it is clearly so marked as being confidential or proprietary.



(b) Until the expiration of five (5) years after the termination or expiration of this Agreement (including by reason of any early termination), all Confidential Information (i) shall be maintained in confidence by the receiving party, (ii) shall not, unless required by law or after prior written consent of the disclosing party, be disclosed to any third party, other than directors, employees, representatives, agents and affiliates of the receiving party, or consultants that are bound by confidentiality obligations consistent herewith, and having a reasonable need for access to such information in order to fulfill such party's obligations under this Agreement, and (iii) shall be protected with the same degree of care as the receiving party normally uses in the protection of its own confidential and proprietary information, but in any event with no less than reasonable care.



(c) The restrictions herein provided shall not apply with respect to any Confidential Information which:



(i) is already known by the receiving party at the time of receipt

from the disclosing party as shown by such party's documents dated prior to

such date of receipt;



(ii) is or becomes a part of the public domain without breach of

this Agreement by the receiving party;



(iii) is obtained by the receiving party from a third party under

conditions permitting its disclosure to others;



(iv) is independently developed by the receiving party without

reference to any Confidential Information; or



(v) is disclosed pursuant to valid order or demand of a court or


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