[Form Of] Patent Assignment Agreement and License

and License
This (this “Agreement”),effective as of _________ , 2005 (the “EffectiveDate”)is between The Dow Chemical Company, a Delaware corporation (“Dow”)and Millennium Cell Inc., a Delaware corporation (“MCEL”).Dow and MCEL also may be referred to herein individually as a “Party”or collectively as the “Parties.”
WHEREAS,the Parties entered into that certain Stock Purchase Agreement, dated as ofFebruary 27, 2005 (the “StockPurchase Agreement”),pursuant to which, among other things, at the First Closing (as defined in theStock Purchase Agreement), the Parties are to enter into thisAgreement;
WHEREAS,the First Closing (as defined in the Stock Purchase Agreement) has occurred and,simultaneously therewith, the Parties are entering into this Agreement pursuantof the Stock Purchase Agreement;
WHEREAS,simultaneously with the entering into of this Agreement, Dow and MCEL have alsoentered into that certain Joint Development Agreement, dated as of the datehereof (the “JointDevelopment Agreement”);
WHEREAS,simultaneously with the entering into of this Agreement, Dow and MCEL have alsoentered into the Cross-Licensing and Intellectual Property Agreement, dated asof the date hereof (the “Cross-LicensingAgreement”);
WHEREAS,prior to entering into the Joint Development Agreement, Dow and MCEL havejointly filed the Patent (as defined below) that is the subject of this ;
WHEREAS,Dow now desires to assign to MCEL Dow’s interest in said jointly filed Patent,and MCEL desires to accept such assignment; and
WHEREAS,MCEL desires to grant, and Dow desires to accept, a license under said Patent,in each case on the terms and conditions set forth herein.

NOW,THEREFORE, the Parties hereto, in consideration of the mutual agreementscontained herein, the receipt and sufficiency of which are hereby acknowledged,do hereby agree as follows:
ArticleI – Definitions
1.01 Affiliatemeans,with respect to any person or entity (a “Person”),any Person which, directly or indirectly, controls, is controlled by, or isunder common control with such Person, including, without limitation, anypartner, officer, director, or member of such Person; provided,however,that Dow is not an Affiliate of MCEL.
1.02Application”has the meaning given such term in the Cross-Licensing Agreement.
1.03Fieldof Use”has the meaning given such term in the Cross-Licensing Agreement.
1.04JDAIntellectual Property”has the meaning given such term in the Cross-Licensing Agreement.
1.05MFNLicense”has the meaning given such term in the Cross-Licensing Agreement.
1.06 Non-ExclusiveAreas”means, collectively, outside of the Field of Use (whether or not within theApplication) and outside of the Application (whether or not within the Field ofUse).
1.07 Patent”means US Provisional Patent Application Serial No. 60/562,132, filed jointlybetween MCEL and Dow on April 14, 2004, and all other intellectual propertyrights claiming priority from such provisional patent application.
1.08 Use”means the right to use, practice, make, have made, reproduce, modify, enhance,upgrade, create derivative works, import, export, copy and sell, offer for sale,license and/or sublicense.
ArticleII – Assignment
Inconjunction with and simultaneously with the First Closing (as defined in theStock Purchase Agreement), Dow agrees to make the followingcontributions:
2.01 Dowhereby assigns to MCEL as a contribution the entire right, title and interest ofDow and its Affiliates in and to the Patent, and MCEL agrees to accept theassignment from Dow.
2.02 Dowwill provide MCEL duly executed assignments in recordable form for the Patent nolater than thirty (30) days from the Effective Date.

ArticleIII – License


MCEL, on behalf of itself and its Affiliates, hereby grants to Dow a fully paid-up, world-wide, non-cancelable, sub-licensable, non-exclusive license under the Patent for any Use in the Non-Exclusive Areas.


“Most Favored Nation” License of the Patent within Field of Use and within Application. Upon the written request of Dow, MCEL shall grant to Dow, and Dow shall accept from MCEL, an MFN License subject to the procedure contained in the Cross-Licensing Agreement with respect to JDA Intellectual Property.
3.03 Dow’s Right of First Refusal in the Patent. In the event MCEL proposes to grant an exclusive license or exclusive transfer of the Patent to any third party licensee or transferee for any Use within the Field of Use and within the Application, Dow shall have a right of first refusal to enter into such license or transfer agreement with respect to the Patent on substantially similar terms as the terms in which MCEL proposes to license or transfer the Patent to such third party licensee or transferee, subject to the procedure contained in the Cross-Licensing Agreement.
ArticleIV – Investment in MCEL
4.01 Inconsideration of the undertakings of Dow pursuant to this Agreement, Dow will beissued Preferred Shares (as defined in the Stock Purchase Agreement) andWarrants (as defined in the Stock Purchase Agreement) of MCEL pursuant to theterms of the Stock Purchase Agreement between Dow and MCEL.
ArticleV – Warranties, Indemnifications and Representations
5.01Exceptas expressly stated in this Agreement, the Patent is provided to MCEL “as is”.
5.02 Dow’sonly duties under this Agreement are those expressly set out herein. Dowdisclaims any other oral or implied duties or obligations with respect to thePatent. In particular and without limitation, this Agreement does not grantMCELany right to receive technical assistance or impose upon Dow or its Affiliatesany duty to provide technical assistance.
5.03 Inno event will either Party be liable to the other Party for any consequential,special, punitive, exemplary, indirect or incidental damages as a result ofactivities under this Agreement. This Section 5.03 will apply regardless ofwhether the damages were foreseeable, and irrespective of the theory or cause ofaction upon which such damages might be based, including but not limited tonegligence or other tort, contract, strict liability, breach of warranty, orotherwise.


5.04 MCELwill be solely responsible for and assumes all risks of its practice under thePatent. Dow expressly disclaims any warranty and obligation with respect to theperformance or operability of any practice under the Patent.
5.05  MCELagrees to hold harmless and indemnify Dow, its officers, directors, employeesand agents and its Affiliates’ officers, directors, employees and agents, fromand against any claims, demands, or causes of action whatsoever, includingwithout limitation those arising on account of any injury or death of persons ordamage to property caused by, or arising out of, or resulting from, the exerciseor practice of the Patent by MCEL.
5.06Dowwarrants and represents to MCEL as of the Effective Date that:
(a)   it has the full right to convey the interests in the Patent herein assigned;
(b)   it has no actual knowledge of any cause, claim or other matter that would preclude issuance of the Patent, provided, however, that Dow makes no warranty or representation that any such cause, claim or other matter does not exist;
5.07  Exceptas specifically provided herein, Dow and its Affiliates disclaim any and allexpress or implied warranties (1) with respect to the Patent including, but notlimited to, any warranty that the Patent is valid or enforceable, or thatMCEL’spractice of the Patent will not infringe patents owned by third parties; and (2)as to the operability or fitness for any particular purpose of the intellectualproperty encompassed within the Patent.
ArticleVI – Miscellaneous
6.01 NoParty shall assign any rights or obligations under this Agreement without theprior written consent of the other Party, provided, however, that Dow may assignany and all rights and obligations under this Agreement to any of itsAffiliates.
6.02 ThisAgreement shall be governed by and construed in accordance with the laws of theState of Delaware without regard to its principles of conflicts oflaws.
6.03 Allnotices and other communications given or made pursuant to this Agreement shallbe in writing and shall be deemed effectively given: (i) upon personal deliveryto the Party to be notified, (ii) when sent by confirmed electronic mail orfacsimile if sent during normal business hours of the recipient, and if not soconfirmed, then on the next Business Day (as defined in the Stock PurchaseAgreement), (iii) five (5) days after having been sent by registered orcertified mail, return receipt requested, postage prepaid, or (iii) one (1) dayafter deposit with a nationally recognized overnight courier, specifying nextday delivery, with written verification of receipt. All communications shall besent to the address or facsimile number set forth below or to such other addressor facsimile number as delivered by notice to the other in accordance with thisSection6.03:


Ifto MCEL:
MillenniumCell Inc.
1Industrial Way West
Eatontown,New Jersey 07724
Witha copy to:
Dickstein,Shapiro, Morin & Oshinsky LLP
2101L Street, N.W.
Washington,D.C. 20031-1526
Attention:Neil Lefkowitz
Ifto Dow:
TheDow Chemical Company
2030Dow Center
Midland,Michigan 48674
Attention:Director, Emerging Energy, Dow Ventures
Witha copy to:
TheDow Chemical Company
2030Dow Center
Midland,Michigan 48674
Attention:Business Counsel, Dow Ventures
King& Spalding LLP
1700Pennsylvania Avenue, N.W.
Washington,D.C. 20006
Attention:David Gibbons


6.04 EachParty will, at any time and from time to time, after the Effective Date, uponrequest of any other Party, do, execute, acknowledge and deliver, all suchfurther documents, assignments, agreements, and the like, as may be appropriate,necessary or required to carry out the transactions contemplated in thisAgreement.
6.05 ThisAgreement may be executed in two or more identical counterparts, each of whichwill be valid as an original, but all of which together shall constitute one andthe same instrument.
6.06 ThisAgreement and the other Transaction Agreements (as defined in the Stock PurchaseAgreement) constitute the full and entire understanding and agreement betweenthe Parties with respect to the subject matter hereof, and any other written ororal agreement relating to the subject matter hereof existing between theParties are expressly canceled.


INWITNESS WHEREOF, the parties hereto have duly executed and delivered thisAgreement, as of the date first above written.
By: _____________________________________
By: _____________________________________