MEMORANDUM OF AGREEMENT Dated May 17th 2010
Dated
May 17th
2010
This
Agreement by Growmore Biotech Limited, a Company incorporated in Tamilnadu, with
registered address at 43, Main road, Sri ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇- ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ (hereinafter referred to as GBL)
AND
Clenergen
Corporation, a Company registered in the State of Nevada, USA and registered
address at ▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (hereinafter referred to
as CC).
ARTICLE 1 –PURPOSE OF
AGREEMENT:
WHEREAS, GBL is in the
business of the production and sale of micro propagated tissue cultures of
various plant, grass and trees and undertakes plant science research and
development, biotechnology and the application of a Polyploidisation Process to
certain plant species for increasing their exponential growth and providing
consultancy for establishment of “Energy Plantation” as well as Turnkey
implementation of “Energy Plantation” for maximising the growth and biomass
yield potential.
WHEREAS, CC is in the business
of the cultivation of feedstock/biomass for use in gasification, Combustion
Steam, Hydrocarbon, Anaerobic Digestion and Pelleting processes for the purpose
of producing electricity, Hydrocarbon Fuel, Pellets and compost and licensing of
technology used in the production of feedstock and power generation
WHEREAS, CC for the purposes
of cultivation of the feedstock and generation of 158 MW (as of May
2010) per hour of power in India, Philippines, Ghana, Guyana, and
Southern Africa (initially Tanzania) have entered into commercial relationships
with both captive end users and land owners for securing sufficient land in
order to supply biomass for its power projects
WHEREAS, GBL are experienced
in the field of micro propagation, biotechnology, agronomy for energy plantation
and intend to conduct laboratory experiments and field trials derived from the
application of Polyploidisation which enables the multiplication of Chromosomes
to occur “on demand” without genetically modifying the organism or
genetically engineering the plant.
WHEREAS, GBL have been
appointed by CC as a supplier of micro propagated planting materials, advisors
to perform research, development and modifications involving the use of the
Polyploidisation Process. GBL warrants that it has the legal right to grant all
intellectual property rights that arise from the application of Polyploidisation
on mother stock of tree species supplied by CC
WHEREAS, GBL entered into an
Agreement with Clenergen India Private Limited on August 10th 2009 of
which the terms of such have been incorporated under this Agreement and shall
otherwise be considered Null and Void. Furthermore both parties have presented a
Memorandum of Agreement (MOA) for its Subsidiary Clenergen Philippines
Corporation which pertains to the feasibility study being conducted in
partnership with the National Power Corporation (NPC) of the Philippines, of
which the requirements of such have been attached hereto as Schedule 3
(Philippine Feasibility Study), The terms outlined in the MOA are hereby agreed
upon between the parties and form part of this Agreement
ARTICLE 2: ELEMENTS OF THE
AGREEMENT
GBL will
provide micro propagated planting materials, plant science, research,
development and agronomy management services for assistance with the
implementation of plantations of polyploidy Paulownia (to be referred to as
“Marjestica”) Beema Bamboo (to be referred to as “Bim Bamboo”) and Melia dubia
(to be referred to as “Maximass”), under a scope of work as “detailed in
schedule 1, subject to the terms and conditions contained herein:
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2.1.1
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GBL
will be engaged in field trials over 6 acres of land in Hosur
for spacing evaluation of Polyploidy Paulownia (Marjestica) from mother
stock supplied by Arbourtech Technologies (Pty) Limited, mother stock
belonging to GBL (for Beema Bamboo)and mother stock supplied by CC (for
Melia dubia). CC will enter into a direct lease of the land with
Pondicherry Chlorate Limited for a minimum period of 3 years and be
directly responsible for all lease payments. Such trials are independent
and separate from the trials outlined under the Scope of Work (Schedule
1).
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2.1.2
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Arbourtech
Technologies Limited will be required to supply 270,000 micro propagated
saplings of Polyploidy Paulownia (Marjestica) along with 6,000 parent
saplings in view of conducting trials and a comparative analysis between
the parent and the clone. CC will be responsible for all costs associated
with the purchase, shipping and delivery of the Polyploidy Paulownia and
parent saplings.
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2.1.3
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CC
will be required to supply 400,000 cuttings of cloned Melia dubia. in view
of conducting trials. CC will be responsible for all costs associated with
the purchase, shipping and delivery of the Melia dubia, cuttings and
saplings.
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2.1.4
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2.1.5
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GBL
will assist CC in establishing a facility either within the present
premises or within close proximity to GBL’s laboratories for the purpose
of be used as Biotechnology Laboratories for Research & Development of
Melia dubia clones and establishment of a clonal farm. The tissue culture
propagation of developed clones shall be undertaken by GBL in its
production facility. CC will be responsible for all costs
associated with the lease of the property, purchase of equipment,
consumables and staff required for the operation
of the facility. GBL will be responsible for the hiring of
staff and general management of the
facility.
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In the
event that the laboratory is established with the premise of GBL, GBL shall not
charge lease or rent for the land, instead the facility shall be handed over to
GBL after 7 years without the instruments and machineries.
Alternatively,
GBL will reserve the right to:
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ii)
enter into a third party contract research on Melia
dubia for identification of superior clones, development of agronomical
practices for energy plantation and GBL shall
multiply the superior clone through tissue culture. Such
decision will take into consideration the most cost effective and
manageable solution available to protect the interests and objectives of
CC.
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ii)
After approval of the Board of GBL, set up a bio-technology laboratory for
research and development for Melia dubia on a turnkey basis and undertake
the management of the facility either as a joint venture or under
the exclusive ownership of
CC.
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2.1.6
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GBL
will select specific strains of the biomass feedstock from the mother
stock of Beema Bamboo and Melia dubia supplied by GBL, for the purpose of
applying the Polyploidy Technology Plant Adaption Process and GBL shall
produce a new variety of biomass feedstock’s (Bim Bamboo and Maximass)
suitable to be cultivated under the climatic and soil conditions of the
lands identified in India, Guyana, Ghana, Philippines and Southern Africa
(Tanzania and South Africa). GBL will be responsible for
providing Mother stock to CC’s laboratory as referenced in point 2.1.3
above as well as to the Madurai Kamaraj University, under the supervision
of Professor K. Mutchuchelian. It is acknowledged that CC entered into a
Technical Agreement with the Madurai Kamaraj University on September
17th
2009, where under the agreement, a donation was paid in order to offset
the research and development of
Polyploidisation.
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2.1.7
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All
three laboratories will simultaneously commence work on Polyploidisation
of Beema Bamboo and Melia dubia. The cost would be borne by CC or donation
to be provided for research and development for the
polyplodisation. The successful laboratory that produces the
polyploidy variety will receive a royalty of one (1) rupee per sapling
from all future micro propagation of the new species. 25% of the royalty
will be paid to the scientist responsible for the polyploidy
variety.
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2.1.8
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All
parties acknowledge that no Genetically Engineering will be performed
during the laboratory tests of any and all species of tree and/or
grass.
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2.1.9
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GBL
will be responsible for the multiplication of the new species, either
directly using their laboratory and/or subcontracting to qualified third
parties. CC will be required to pay the cost associated with the
production of each sapling as listed under schedule 2 of this
agreement.
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a)
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GBL
will be notified no less than four months in advance of the production
requirements for which the plants are already propagated in the Tissue
culture laboratory and the plants are in the Greenhouse
hardening stage and shall supply the plants in monthly
instalments.
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b)
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GBL
will be notified no less than 15 months for a new clone which
is not currently under Tissue Culture propagation for a monthly
delivery.
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c)
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For
the plants already in regular production of Tissue culture, GBL will be
notified no less than 8 months for the monthly delivery of
plants.
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2.1.10
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GBL
will be responsible for all nursery requirements in regards to saplings
that will be cultivated in Southern India, along with their transportation
and storage at the necessary sites. Saplings for delivery oversees will be
shipped in sealed Cardboard boxes and GBL will be responsible for all
certification and quarantine requirements associated with the country in
which they will be shipped.
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2.1.11
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Downstream,
GBL will be responsible for establishing local Biotechnology Laboratories
on site in the countries where mass cultivation is scheduled, including
the hiring and training of staff. CC will be responsible for all costs
associated with these programs,
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2.1.12
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CC
will retain ownership, interest plant breeding rights and patents in the
polyploidy adapted biomass feedstock produced and Melia dubia, along with
all rights to polyploidy Paulownia (Marjestica) which will be supplied
under the License Agreements between STAR, Arbourtech, Clenergen India
Private Limited and Clenergen Corporation. Such rights will also provide
for exclusive distribution to any destination throughout the
world.
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2.1.13
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CC
will retain ownership of Melia dubia clones produced from varieties
supplied by CC as described under point 2.1.5
above.
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2.1.14
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CC
and GBL will retain equal ownership, interest plant breeding rights and
patents in the polyploidy adapted biomass feedstock produced from Beema
Bamboo for the country of India. GBL will be allowed to micro propagate
and distribute the new variety in India, however agree not to use the name
“Bim Bamboo. Outside of India CC will retain all rights which will also
provide for exclusive distribution to any destination throughout the
world.
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2.1.15
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GBL
agrees that it will not provide mother stock from the adapted biomass
feedstock of the new variety developed, to any third party for the purpose
of being cultivated to produce biomass, except for the new variety of
Beema Bamboo, whereby GBL will be permitted to micro propagate and
distribute in India.
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2.1.16
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CC
will pay GBL in Indian Rupees as specified in Schedule 2 to
this agreement, per micro propagated plant to be supplied by GBL to CC as
per Schedule 1 (the scope of work) , subject to each shipment being pre
approved for delivery. The scope of work will incorporate
trials of Polyploidy Paulownia, Beema Bamboo and Melia dubia at locations
as designated under schedule 1.
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2.1.17
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In
addition to the cost per sapling, GBL will be entitled to a Management Fee
in the amount of $30,000 annual fee (exclusive of applicable
taxes) for the management and scientific input for overseeing the trials,
the management requirements, hiring and staff and training requirements in
order to conduct the trials. GBL acknowledge that $10,000 has already been
received as a deposit and CC acknowledge that the balance outstanding will
be paid to GBL within ten (10) days from the signing of this Agreement.
Such fee as referenced in point 2.1.14 shall include the necessary
agronomical expertise, cultivation practices and specifications for
fertilizers and bio pesticides in order to cultivate the biomass feedstock
at the designated locations for the trials. All costs incurred by GBL with
regards to its own staff, nursery, inputs, equipment, travel etc will be
paid directly by CC within 15 days from receipt of
invoice.
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2.1.18
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CC
will be entitled to all IP rights associated with the design of
fertilisers and pesticides for its plantations located outside of India
for which CC will pay GBL a royalty fee of 5% on the cost on
all fertilizers and pesticides used by CC on its plantations within these
countries
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2.1.19
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GBL
agrees to recruit and hire five (5) Plantation Managers for Ghana, Guyana,
India, Philippines and Southern Africa (initially Tanzania). In Ghana,
there will be 2 trials conducted, one on the Aflam plains in the South and
one on the Black Volta River plains in the North, for which each will be
managed separately by the designated Plantation Manager hired
by GBL. CC will be responsible for all costs associated with salary,
accommodation, food, and conveyance at the plantation site, including a
maximium of 4 return visits to India per
year.
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2.1.20
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GBL
will be responsible for providing sufficient planting materials as per
Schedule I and CC agrees to pay GBL per sapling as outlined in Schedule
2. Delay in supply by GBL and taking delivery by CC is
acceptable only for one month.
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2.1.21
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CC
will be responsible for all shipping costs, handling, nursery requirements
and planting costs (including pesticides, fertilizers, water and bore well
irrigation and any other associated costs for performing the trials and
detailed under schedule 1.
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2.1.22
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GBL
will be responsible and manage the trials of Beema Bamboo and Melia dubia
on 4 acres of contaminated mining land designated by AngloGold ▇▇▇▇▇▇▇
(Ghana) Limited. The trials will consist of density of 1000 and 750 per
acre (Beema Bamboo) and 1700 and 1000 (Melia dubia). All costs associated
to transportation, logistics, nursery, plantation management, maintenance
and planting will be at the expense of CC and invoiced separately. Such
trials will be scheduled to commence within forty five (45) days from the
signing of the Agreement. It is understood that Melia
dubia is presently not available in Tissue culture and
will require 15 months if produced under the program as outlined in 2.1.5.
Alternatively, CC may source Melia dubia clones from a third party
supplier and supply the required quantities to GBL for packaging and
distribution.
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2.1.23
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It
is hereby acknowledged that CC shall have issued one (1) million common
shares of Clenergen Corporation, (OTC: BB) to GBL and trading under the
ticker symbol `CRGE’. Such issuance is in part consideration towards the
management expertise being provided by GBL under the terms of this
Agreement.
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2.1.24
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The
cost of the planting materials ordered by CC as per rates contained in
Schedule 1 and 2 shall be paid by CC to GBL as
follows:
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10%
of the cost along with the confirmed purchase
order.
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25%
of the cost three months before the scheduled date of
delivery
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25%
of the cost one month before the scheduled date of
delivery
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40%
of the cost at the time of delivery of the
plants.
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2.1.25
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GBL
will assist with gaining clearance for the import and export of mother
stock and or strains of the biomass feedstock, including but not limited
to quarantine specifications or other statutory limitations associated
with the import and export of mother
stock.
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ARTICLE 3:
CONFIDENTIALITY
Both
parties have signed a Binding Non Disclosure/Confidentiality Agreement as of
August 18th 2009 and have agreed to adhere to the terms and conditions of this
Agreement.
ARTICLE 4:
TERMINATION
Either
Party may terminate the Agreement at any time by providing not less than sixty
(60) calendar day’s prior written notice.
ARTICLE 5:
JURISDICTION
This
Agreement will be governed by the Laws of India. The Courts of India will have
exclusive jurisdiction arising out of or in connection with this
Agreement
This
Agreement shall not be assignable without the prior written consent of GBL and
CC.
This
Agreement is hereby entered into this the 15th
17th day of May 2010.
Signed:
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/s/▇▇▇ ▇▇▇▇▇
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▇▇▇
▇▇▇▇▇, on behalf of Clenergen India Private
Limited
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Signed:
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/s/▇▇. ▇. ▇▇▇▇▇▇▇
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▇▇
▇.▇▇▇▇▇▇▇, on behalf of Growmore Biotech
Limited
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SCHEDULE
1
SCOPE OF
WORK
The scope
of work will include but not be limited to the following
deliverables:
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1.
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Set
up and conduct the following trials in
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India
(Valliyour, Tamilnadu)
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Philippines
(Romblon Island)
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Ghana
(Aflam Plains, ▇▇▇▇▇▇▇ region)
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Ghana
(Bole, Northern Region)
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Guyana
(Georgia Caribbean International
Limited)
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Tanzania
(site to be determined) :
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2.
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Each
trial will consist of the
following:
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25
acre spacing trials using mother stock of Polyploidy Paulownia provided by
CC in planting density of 1000 per
acre.
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25
acre spacing trials using mother stock of Polyploidy Paulownia provided by
CC in planting density of 750 per
acre.
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25
acre spacing trials using mother stock of Beema Bamboo provided by GBL in
planting density of 1000 per acre.
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25
acre spacing trials using mother stock of Beema Bamboo provided by GBL in
planting density of 750 per acre.
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25
acre spacing trials using mother stock of Melia dubia provided by GBL in
planting density of 1700 per acre.
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25
acre spacing trials using mother stock of Melia dubia provided by GBL in
planting density of 1000 per acre.
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A total
of one thousand eight hundred 900 acres of trials will be planted in the six (6)
regions as listed under point 1. CC will be responsible for all logistics and
delivery associated with the supply of Polyploidy Paulownia saplings supplied by
Arbourtech Technologies (Pty) Limited. All incremental nurseries, transportation
and handling costs associated with Polyploidy Paulownia will be at the cost of
CC.
It is the
intent that all trials will be completed by December 31st
2010.
In India,
GBL will be responsible for all nursery requirements in order to deliver the
saplings to the designated trial site.
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3.
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Consulting
fees:
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It is
agreed that for time dedicated directly by ▇▇ ▇▇▇▇▇▇▇ for the projects as
outlined herein will be charged at a rate of US $250 per day. In addition to
compensation for time incurred, ▇▇ ▇▇▇▇▇▇▇ will be entitled to a bonus of
500,000 common shares of Clenergen Corporation stock, upon the successful
completion of the trials.
SCHEDULE
2
PRICING
Pricing
per Sapling supplied by GBL either directly or through an approved third parties
as designated by GBL.
For
Domestic :
T.C.Beema Bamboo
plants:
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Polybag
plants
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:
Rs. 17.00 per plant, Ex-Hosur,
Tamilnadu
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▇.▇.▇▇▇▇▇ dubia
plants:
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Polybag
plants
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:
Rs. 17.00 per plant, Ex-Hosur,
Tamilnadu
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GBL will
be responsible for arranging the transport from the GBL’s Greenhouse at Hosur to
the site of requirement, while the transport cost at actuals will be borne by
CC.
For
Exports :
T.C.Beema Bamboo
plants:
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Netpot
stage plants
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:
USD 0.70 per plant, Ex-Hosur,
Tamilnadu
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The
Export price is inclusive of preparation of Tissue culture plants as per the
quarantine requirement of the importing country and growing it in soil free
media as per the phyto regulation, packing in cardboard box, arranging
quarantine inspection as per the import permit of the importing country and
obtaining certificates such as, certificate of origin, WLRO
certificate, CITES certificate and clearing and forwarding, including freight
cost by international carrier, additional charges for quick custom clearance and
security clearance without cooling period in India as perishable
shipment.
SCHEDULE
3
PHILIPPINE
FEASIBILITY STUDY
CLENERGEN
CORPORATION, a publicly held US company with office address at ▇▇▇▇ ▇▇▇▇▇, ▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (UK), herein represented by its Chief Executive
Officer, ▇▇. ▇▇▇▇ ▇▇ ▇▇▇▇▇ and herein referred to as “CLENERGEN”,
And
GROWMORE
BIOTECH LIMITED, a company incorporated in Tamilnadu, with registered address at
43, Main road, Sri ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, herein
represented by its Director, ▇▇. ▇. ▇▇▇▇▇▇▇ and herein referred to as
“GROWMORE”.
WITNESSETH:
WHEREAS,;
Clenergen has been given approval by the Philippine National Power Corporation
to conduct a feasibility study and implement a biomass power generation
project as stated in the NPC-Clenergen MOA as follows: “Subject to
the rules, policies and guidelines to be issued by the National Renewable Energy
Board (“NREB”), the Parties shall endeavour to explore potential biomass power
generation project for missionary electrification under Republic ▇▇▇ ▇▇▇▇,” an
act promoting the development, utilization and commercialization of renewable
energy resources in the Philippines;
WHEREAS, the biomass power generation
project of Clenergen plans to use feedstock sourced from polyploidised bema
bamboo that Growmore had developed and that Growmore will be expected to assist
Clenergen Philippine feasibility team conduct studies on the feasibility of
using Beema bamboo as energy plantation crop in off grid island areas of the
Philippines on a project-to-project basis;
WHEREAS, initially Growmore will supply
to the Philippines 5,600 Beema bamboo saplings at a mutually agreed schedule as
a component in conducting the feasibility studies and that additional imports
shall be arranged as required and Growmore will give priority to the Philippine
requirements. Due to smaller size of consignment, freight cost will
be more to an extent of USD 0.1 per plant.
WHEREAS, Growmore will also assess and
study similar bamboo varieties in the Philippines for possible energy
application in the Philippines and recommend appropriate research and
cultivation methodologies, including support research facilities and
infrastructure.
NOW,
THEREFORE, in consideration of the foregoing premises, the Parties have agreed
to engage in this agreement with the objective of arriving at mutually
acceptable undertaking, along the following basic guidelines:
Article I –
Scope
The scope
of this Agreement is:
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1)
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Undertake
the feasibility of using Beema bamboo in the Philippines on a
project-to-project basis in support of biomass power plants under
consideration in key islands in the
Philippines;
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2)
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Assist
and assess transfer knowledge requirements in selecting Beema project
sites in the Philippines for plantation
development;
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3)
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Organize
Beema bamboo growing standards and related best practices as a component
of the feasibility study;
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4)
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Facilitate
studies in developing Beema bamboo cultivation models in proposed project
areas. Growmore will provide access to relevant information on the Beema
bamboo covering best practices systems on Beema bamboo covering agronomy,
plantation development, harvesting, among
others;
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5)
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Assist
in evaluating alternate biomass (agricultural waste) for applicability as
feedstock;
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6)
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Establish
cultivation costing, logistics and related costs on per project
basis;
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7)
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Assist
in handling bamboo ash and recommend other
applications;
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8)
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Undertake
such tasks as necessary to facilitate the feasibility
studies
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Growmore
consultancy and other terms are as follows:
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a.
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Travel
expenses from India to the Philippines and back to India are to be borne
by Clenergen;
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b.
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Local
conveyance and boarding & lodging expenses are to be borne by
Clenergen;
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c.
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Growmore
consultancy charges will be on a per project basis and subject to the
consultancy scope and services
required.
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Article II –
Execution
Growmore
will assign a focal person dedicated to assist the Philippine feasibility group
assess Growmore’s Beema bamboo as an energy plantation crop for the
Philippines. This feasibility agreement will be on a
project-to-project basis with specific terms of reference for each project
area.
Article III – Role of
Parties
To
facilitate the assistance, both sides shall undertake the
following:
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A.
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Role of
Growmore
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1)
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Assess
feasibility of using Beema bamboo as a plantation crop in the Philippines
on a project-to-project basis;
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2)
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Identify
suitable alternative bamboo varieties in the Philippines and establish
relevant parameters required for
development;
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3)
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Impart
knowledge, hands on experience on biomass growing and plantation
development including intercrop possibilities as part of the
study;
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4)
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Initially,
Growmore to send Beema bamboo plants of primary hardened
stage. In the Philippines, the plants will be grown in polybags
with assistance from Growmore;
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5)
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Identify
the required sites for growing bamboo plants and draw out plans for
establishment of Beema bamboo plantation including model project
sites;
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6)
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Draw
up procedures from nursery to bamboo cultivation plant areas in targeted
sites;
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7)
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Assess
agronomy conditions in project sites; All the agronomical
practices taking into account cultural practices in agriculture will be
assessed in project locations in the
Philippines;
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8)
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Assess
different agricultural waste as alternate feedstock for
gasification;
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9)
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Undertake
such tasks as necessary to facilitate the feasibility
study.
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B.
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Role of Clenergen
Philippine Corporation
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1)
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Submit
specific Terms of Reference for the involvement of Growmore on a
project-to-project basis. Such TORs will be drafted and
submitted to GBL for approval, within 30 days from completion of the Pre
Feasibilty Study scheduled for June 5th-12th 2010 in the
Philippines.
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2)
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Provide
background project checklist and relevant documentation of the
project;
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3)
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Facilitate
the relevant funding, logistical and administrative support for Growmore
test nurseries in the Philippines;
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4)
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Facilitate
the travel, lodging and administrative details required by Growmore
technical missions;
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5)
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Assigns
an understudy team who can absorb the technology that will be transferred
to the Philippine group;
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6)
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Provide
Secretariat support for
documentation;
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7)
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The variety of Beema
Bamboo is recognized as property of Growmore and all the propagation
rights of the Beema bamboo rest with Growmore. The Philippine
group would ensure that the Beema Bamboo
supplied shall not be propagated by conventional, tissue culture or any
other method, either for own use or for sale to third
parties;
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8)
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The
future requirement for Beema Bamboo will be bought from
Growmore on condition that the Beema bamboo is proven suitable
for Clenergen’s purposes in the Philippines, and on condition that
Growmore and Clenergen conclude a Commercial Agreement giving Clenergen
exclusivity on the supply of the Beema bamboo in the
Philippines;
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9)
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While
Growmore would help in identifying suitable alternative bamboo varieties
in the Philippines, Growmore would be provided a fair chance to propagate
and provide for plantations for at least for the first 5
years;
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10)
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Undertake
such tasks as necessary to facilitate the
studies.
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Article IV – Non-Disclosure
Agreement
Both
sides shall endeavour not to disclose sensitive and competitive information
without mutual written clearance. Public statements shall be
pre-cleared by both sides.
Article V – Settlement of
Disputes
Differences
of both sides shall be settled amicably taking into consideration the overall
project interests. In case of arbitration, the rules of the Courts of
Hosur shall govern.