Technology Development Agreement

EXHIBIT 10.9


TECHNOLOGY DEVELOPMENT AGREEMENT


This Technology Development Agreement is made as of the 14th day of December, 1998, by and between Medis-El LTD., an Israeli Corporation, (hereafter "Medis-El," which term shall include all of Medis-El's related companies) and The Coca-Cola Company, a Delaware Corporation, ("TCCC").


RECITALS


TCCC and Medis-El each have continuing programs to develop and commercialize new technologies, and desire, as they may agree from time-to-time, to work together to apply some of these technologies to the Beverage Field (defined below in Section 2.3.1).


In particular, Medis-El is the owner or licensee of various technologies having application to the Beverage Field, including technologies relating to stirling cycle engines, toroidal compressors, and fuel cells. TCCC desires to assist in the development of the stirling cycle engine, and to have the first right to obtain, in connection with the Beverage Field, exclusive rights to the other technologies, and to new technologies of Medis-El.


TCCC and Medis-El desire to set forth their agreement with respect to Medis-El's technologies that may apply to the Beverage Field.


NOW, THEREFORE, IT IS AGREED AS FOLLOWS:


1. NEW TECHNOLOGY


1.1 PERIODIC MEETINGS


Recognizing that both parties will benefit from a close working
relationship, TCCC and Medis-El will periodically meet (in-person
or electronically, with the frequency to be agreed upon) to discuss
new technology developed by Medis-El that may apply to the Beverage
Field. Medis-El will disclose such technologies to TCCC before it
discloses them to others for use in the Beverage Field.


1.2 RIGHTS TO NEW TECHNOLOGY


If Medis-El decides to develop or make available technology having
application to the Beverage Field, then TCCC shall have a right of
first refusal to obtain exclusive rights to use such technology in the
Beverage Field, on the best terms and conditions offered by Medis-El.
TCCC shall have a reasonable period of time to notify Medis-El if it is
interested in the technology. A


reasonable period of time is targeted at three months, but may be longer
depending on the maturity and complexity of the technology. If TCCC is
interested, then Medis-El and TCCC will negotiate an appropriate
agreement.


2. DEVELOPMENT OF STIRLING CYCLE ENGINE


2.1 DEVELOPMENT


Medis-El has developed certain technology for a stirling cycle engine.
TCCC desires to assist in further development of Medis-El's stirling
cycle engine, for use in the Beverage Field, according to the attached
development plan (Exhibit A). Throughout the development effort, the
parties will openly discuss progress of the work and any issues that
arise, and discuss these issues reasonably as soon as they arise. TCCC
may choose, at any time, to discontinue its development efforts on
this development project, with no further obligation or liability
hereunder. If TCCC so chooses, it will be deemed to have notified
Medis-El that it is not interested in obtaining exclusive rights to
the stirling cycle technology pursuant to Section 1.2.


2.2 INTELLECTUAL PROPERTY


2.2.1 OWNERSHIP OF PRIOR INVENTIONS


Any inventions or technology made or developed, or patent
applications and patents filed or owned by or licensed to a party
hereto, prior to the effective date of this Agreement shall continue
to belong to such party.


2.2.2 OWNERSHIP OF SOLELY MADE INVENTIONS


All patent rights to any inventions or technology made solely by
either party shall vest in and be the property of the party that
made it.


2.2.3 OWNERSHIP OF JOINTLY MADE INVENTIONS


If any inventions or technology are jointly made by Medis-El and
TCCC, then Medis-El shall own the patent rights, but TCCC has a
royalty-free, fully paid-up, perpetual, world-wide, irrevocable,
non-exclusive license under any resulting patents on such inventions
or technology to make, have made, use, sell, import, and sublicense
products to the extent covered by such patents, but only for TCCC
and the Coca-Cola system and only in the Beverage Field. This
license shall not be construed as a license to Medis-El's solely
made inventions or technology. Furthermore, for


such jointly-made inventions or technology, the parties will meet to
determine a royalty to TCCC for sales by or licensed by Medis-El,
of any products covered by such resulting patents. Such royalty is
to be in the same proportion to the total royalty received by
Medis-El on the product as the relative contribution of the jointly-
made invention is to other royalty-bearing inventions in the product.


2.2.4 ENFORCEMENT OF INTELLECTUAL PROPERTY RIGHTS


Medis-El will take reasonable efforts to obtain, maintain, and
enforce intellectual property rights covering the stirling cycle
engine developed hereunder.


2.3 EXCLUSIVITY AND CONTINUING RIGHTS


2.3.1 EXCLUSIVITY


Medis-El will not make, have made, use or sell, or license others
to do the same, directly or indirectly, any stirling cycle engine
for use in connection with the Beverage Field, except for and to
TCCC and its designees (as designated by TCCC in writing), subject
to the conditions below. The "Beverage Field" includes all uses in
connection with the marketing, selling, presentation, or
distribution of beverages, including, without limitation, uses in
vending machines, coolers, and fountain dispensing equipment,
(post-mix and pre-mix), including for commercial, office, and home
use, but not including refrigerators (which does not include
fountain dispensers) for home or office refrigeration not intended
for the sale of beverages.


The exclusivity of the foregoing paragraph applies (1) during the
carrying out of the development plan, and (2) then, if TCCC funds,
in its sole discretion, $500,000.00 worth of manufacturing tooling
for the stirling cycle engine for use in the Beverage Field (to be
covered by the attached Bailment Agreement and subject to a
recoupment fee for TCCC to be added to the cost of units made on
the tooling, regardless of whether exclusivity is continued), for
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