The Dow Chemical Company to Continue Collaboration with Millennium Cell

01-Jun-2006

Millennium Cell Inc.announced that The Dow Chemical Company has elected to purchase $1.25 million of Millennium Cell's Series B-1 Convertible Preferred Stock under an option which became exercisable upon the achievement of the first milestone under the joint development agreement earlier this month. Dow also committed to continue its human resource commitment towards achievement of the second milestone. Dow has expressed its intent to maintain an investment in Millennium Cell and may periodically liquidate some or all of the shares it acquired at the inception of the joint development program.

H. David Ramm, Millennium Cell's Chief Executive Officer commented, "We are very encouraged by the performance of our respective technical and business teams this past year and look forward to Dow's increasing involvement as we work with our licensees to develop hydrogen batteries for portable device markets. Dow's capabilities will be instrumental as we work to significantly increase our performance advantage over traditional batteries."

In February 2005, Millennium Cell and Dow entered into a three-year, milestone-driven joint development program to collaborate on the development and commercialization of portable fuel cell systems for use in consumer electronics and military applications. These hydrogen batteries are based on Millennium Cell's patented Hydrogen on Demand(R) technology and proton exchange membrane fuel cells to convert hydrogen and oxygen to electricity.

The milestones under the program include securing a development funding contract from the military and the subsequent development, manufacture and delivery of a prototype to meet the specifications of that contract. Since the program's inception, Dow has been providing a combination of business and technical resources to aid in the achievement of these milestones. As each milestone is achieved, Dow's resource commitment increases, as detailed in the definitive agreements signed by both companies.

Upon achievement of each of the milestones, Dow is entitled to certain equity grants from Millennium Cell and, provided Dow has made all prior minimum investments, will have the right to purchase additional equity in Millennium Cell through cash investments up to a total of $5 million over the four milestones.

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