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HomeMy WebLinkAboutLawrence Livermore National Lab; 1996-03-12;I' Kate March 12 - TO File ci F apl~ Wanted Ohio Weply Necessary From Isabelle Paulsen Bill Plummer, CMWD, was sent four fully signed originals of the agreement regarding the Memorandum of Understanding for the Development, Demonstration and Commercialization of Capacitive Deionization Technologies from the Lawrence Livermc National Laboratory with Christiansen Consulting, Kansas Technology Enterprise Corporation, Marley Cooling Tower Compai and Mid-America Commercialization Corporation. Council Meeting March 5, 1996 (CMWD Special Meeting) Resolution No. 926 a a E 81 4 MEMORANDUM OF UNDERSTANDING FOR THE DEVELOPMENT, DEMONSTRATION AND COMMERCIALIZATION OF CAPACITIVE DEIO N IZATlON TECH NO LOG IES FROM THE LAWRENCE LIVERMORE NATIONAL LABORATORY This Memorandum of Understanding (MOU) defines the basis and intent of a proposi strategic alliance between: 0 0 0 0 0 Christiansen Consulting (CC) of Carlsbad, California; The City of Carlsbad, California/Carlsbad Municipal Water District (City); The Kansas Technology Enterprise Corporation (KTEC) of Topeka, Kansas; The Marley Cooling Tower Company (MCT) of Kansas City, Kansas; and The Mid-America Commercialization Corporation (MACC) of Manhattan, Kansas. This MOU and the attached October 12 letter from the Lawrence Livermore Natior Laboratory (LLNL) serve to express the interests and intention of the parties, hereinafl referred to as stakeholders, to work together toward defined mutually beneficial objective! Accordingly, it creates a basis for action, but does not in itself constitute a binding agreemc on any party. Binding agreements will be the subject of separate, mutually agreed, writt contracts, with or without reference to this MOU. The strategic alliance outlined by this MOU may be extended to include other strate! partners as appropriate and mutually agreed. OBJ ECTlVE The objective of this alliance is to develop, demonstrate and commercialize certain wa desalination and purification technologies through the formation of a new Kansas Limil Liability Corporation, tentatively named Water Technologies, Inc. (WTI). Specifically, t alliance will be conducted in a manner analogous to a limited research and developmc partnership. Accordingly, WTI will seek to develop and commercialize water treatmc applications of LLNL’s capacitive deionization with carbon aerogel technologies (CDCA prospectively in association with relevant ozonation technologies. To accomplish the above objective, the proposed new company will: 0 0 identify and develop market applications for the existing and new, relai 0 conduct related contract research; 0 0 subcontract services, as needed; 0 0 undertake the marketing and business actions needed to demonstrate 5 develop appropriate strategic and business plans; technologies; conduct related product and process development; conduct related market research; and commercialize the technologies. Initial priority will be given to development and demonstration of the technology, tentatively i two step plan. Step 1 will involve development of a suitably sized pilot plant by LLNL, i Step 2 will involve scaleup of the pilot plant to a commercial scale facility of about 1,000,C gallday capacity. Carlsbad, California is the proposed site for both Steps. > VVTl MOU -- PAGE 0 0 I, ’ Building upon the carbon aerogel technologies developed at LLNL and potentially enhancir them with state of the art ozonation technologies developed by or with Marleyozone, tl company will develop and commercialize water desalination and purification systems. Purification will encompass cleanup of polluted water as well as disinfection of potable water. PURPOSE The purpose of this initiative is to meet identifiable market needs for the mutual benefit of i involved stakeholders. Those stakeholders include all of the above named entities. Specifically: 0 WTI will serve as a vehicle to integrate the core competencies of the stakeholders, and provide an operational framework for further technical and market development of tk carbon aerogel technologies in fresh and polluted water treatment applications. As SUC WTl will seek appropriate license agreements from LLNL, and establish a multipar cooperative development agreement across all the parties. This latter agreement will defil ownership and rights associated with any new developments undertaken through t strategic alliance. MI’S purpose is to achieve substantial growth in revenues and profits accrue to the benefit of the stakeholders. This will be done by realizing the commerc potential of the technologies, and furthering additional, related research and discovery. 0 LLNL will benefit through the commercialization of its intellectual property on its resear investment to provide funds for redeployment against its institutional mission. This \I primarily be done by realization of financial returns, that is, license fees and royalties. LLI will also enjoy the recognition and satisfaction associated with the success commercialization of its technologies in ways that meet important social, environmental a market needs. 0 KTEC will effectively serve as the entity providing overall coordination between, a accountability to the other stakeholders. KTEC will also facilitate cooperation across otk relevant elements of the Statewide KTEC network. KTEC will share in the financial retur from the venture through both equity and/or royalty interests. MACC will provide management support for the venture, providing general managemc resources and coordinating strategic and business planning, along with financing. MA( will also provide access to office and administrative support for WTl within the Kan$ Entrepreneurial Center prior to establishment of a dedicated VVTl facility. MACC will a share in the financial returns from the venture through both equity and/or royalty interests 0 CC will continue to provide relevant expertise and effort to the venture, particularly market development and marketing of water desalination and treatment applications. addition, CC may facilitate the introduction of investors into the venture, and assist in aspects of commercialization. CC will also share in the financial returns from the venti through both equity and/or royalty interests. 0 MCT will provide relevant technical and marketing expertise, particularly relating to ‘ integration of ozonation with the carbon aerogel desalination technologies. MCT will ben by acquiring preferential rights to commercial use of the technologies for cooling toc applications. MCT will also gain through equity and/or royalty interests in the venture. , Wl MOU -- PAGI 0 0 0 The City will facilitate the demonstration of the technology under appropriate contract1 relationships by providing suitable sites, utility linkages, and facilitating needed funding a regulatory approvals. The City will benefit by becoming the first site to reduce t technology to practice on a commercial scale, thus securing a needed additional supply fresh water. However, it is noted that: A. B. C. The City or District will consider appropriate future contracts. No specific funding level or any funding at all is committed by this MOU. It is not the intent of this MOU to restrict the District’s or City’s exercise of governmental powers including establishing fees, licenses, costs or other appropriate procedures. SCENARIO The following outlines the scenario upon which this alliance is expected to be based. 1. A new Kansas corporation, tentatively named Water Technologies, Inc. (MI), will founded with a mission consistent with the objective and purpose cited above, that development and commercialization of new water desalinization and purificati technologies. CC, KTEC, MACC, and MCT will become Members if MI is formed a! LLC, or shareholders if formed as a “C” Corporation. Relative shareholdings or eqi interests will be based upon a relative valuation of contributions of each stakeholdr Other equity investors may also be included as members or shareholders in 1 corporation, as deemed appropriate by the initial stakeholders. 2. Wl will negotiate an appropriate license agreement with LLNL for field of L applications of the carbon aerogel technologies. Wl will also negotiate relal contracts for additional research and development work. VVTl will also negotiate appropriate development agreement with MCT relating to ozonation technologies. Initially, MI’S office will be located within the existing Kansas Entrepreneurial Cen (KEC). It is intended that Wl will ultimately establish a new technology developmi and production design facility in Kansas and a production facility in Carlsb; California. Wl will be expected to further develop the technology through collaboration with i Wl’s stakeholders via the strategic alliances created for this venture. Wl will a undertake market development and commercialization of the related technolog through joint ventures, cooperative development or other strategic alliances with lai corporations possessing the financial and technical resources needed for success. A five year business plan for Wl’s development will be cooperatively developed. It focus on attaining growth in both sales volume and profit, with particular emphasis meeting industry needs for water purification. The plan will also incorporate a strategy to enable the exit of the stakeholders anc initial investors in a five to seven year time frame. This may be done via an opt exercisable amongst the parties, according to a predetermined and pre-agreed formi 3. 4. 5. WTl MOU -- PAGE 0 0 1L .1 Alternatively, it could be accomplished by establishment of a liquid market for shares the company. As outlined above, the stakeholders intend to work together to realize the above concepl Specific actions will be dependent upon negotiation of a contract between the stakeholders define the terms under which appropriate steps will be taken. It is expected that all concerned will receive appropriate financial returns and other benefits f their contributions. These could be in the form of equity, royalties and/or license fees, i mutually agreed by all stakeholders. It is also expected that the non-financial contributions the equity partners will remain proportionately in balance over time in order to sustain relati1 equity positions. Although a complete timetable is yet to be established, all parties consider time is of tl essence, and intend to proceed expeditiously. VVTl MOU -- PAGE 0 0 1. ~ ‘. AGREED this CARLSBAD MUNICIPAL WATER DISTRICT, a municipal corporation of the State of Californi, day of January 1996: By: Date: W& 7, /?7G ATTEST: lL&tL.& %-&- Aletha I. Rautenkranz CHRISTIANSEN CONSULTING KANSAS TECHNOLOGY ENTERPRISE CORPORATION MARLEY COOLING TOWER COMPANY MID-AMERICA COMMERCIALIZATION CORPORATION 0. -. c By: Ronald Sampson, President . j_" ~' 4f * 0 m Lawrence Livermore National Laboratc Industrial Partnerships & Commercializat October 12,1995 LIC95-138 El Don Christiansen Christiansen Consulting P.O. Box 2563 Carlsbad, CA 92018 Re: Proposed Development and Commercialization of Water Treatment Applications of LLNL's Carbon Aerogel and Capacitive Dionization Technologies by Christiansen Consulting; the Kansas Technology Enterprise Corporation; Marleyozone and Mid America Commercialization Corporation (MACC) Dear Mr. Christiansen: This letter confirms that LLNL is very interested in working together with the above named. parties regarding the subject matter through Licensing and possibl LLNL "Work for Other" agreements. Please be advised that the level of LLNL's continuing participation is always subject to approval of the Department of Ener, We believe your groups contemplated scale up of the CDI Technology and field demonstration for Commercial/Industrial use is important as the next step in bringing this technology to practical reality. Please direct all business questions including Licensing matters to the attention ( Bill Grant. Sincerely, \d-AQ*c.fsd/ David C. Conrad Industrial Partnerships & Commercialization University of California P.O. Box 808 L-795 Livermore, CA 94551 Telephone (510) 422-6416 Facsimile (51 0) 423-8988