Exclusive License Agreement
This
Exclusive License Agreement (this “Agreement”) is made by and
among:
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(1)
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Jumbo
Power Technology Ltd., whose registered office is at Xxxxx 000-0, 0/X, Xxx
Xxxx Xxxxx, 173 Des Voeux Road, Central HK (“JPT”);
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(2)
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Xxxx
Xxxxx-Xxxx (廖丰标), holder
of Taiwan
Passport
No.
[ ] (the
“Holder”)
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(3)
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Xxx
Xxxx-Xxxx (刘志春), holder
of Taiwan Passport No.
[ ]
(the “Holder”)
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(JPT,
Xxxx Xxxxx- Piao and Liu Xxxx Xxxx shall be jointly referred to as the “Licensor”)
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(4)
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Trussnet
Capital Partners (HK) Ltd., whose registered office is at Xxxx/XX X000,
Xxxxxxx Xxxxxxxx, 0 Xxxxxxx Xxxxxx, Xxxxxxx HK (the “Licensee")
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The
aforesaid parties shall be referred to individually as a "Party", and
collectively as the "Parties".
WHEREAS
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1)
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The
Holders jointly own the patent or are the applicant for the registration
of the patent as described and documented in Annex 1 hereto, and hold the
know-how in relation to the production of LED products (the patents and
know-how are hereinafter referred to as “Intellectual
Property”);
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2)
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JPT
has been granted exclusive right for the use of the Intellectual Property
by the Holders;
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3)
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The
Parties entered into a Share Subscription and Shareholders Agreement on
December [ ],
2008, according to which JPT shall sub-license the Intellectual Property
to the Licensee as contribution in kind in consideration for the issuance
of shares of the Licensee; and
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4)
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This
Agreement is made pursuant to the Share Subscription and Shareholders
Agreement to set forth the terms and conditions for the license of
Intellectual Property by the Licensor to the
Licensee.
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IT
IS AGREED AS FOLLOWS
Article
1 Intellectual
Property License
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1.1
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The
Licensor hereby grants to the Licensee, including the Licensee’s
subsidiaries and affiliated companies, the right to use the Intellectual
Property pursuant to the terms and conditions set forth in this
Agreement.
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1.2
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The
right thus granted by the Licensor to the Licensee is exclusive and
non-transferable.
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1
Appendix
2
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1.3
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Without
the Licensor’s prior consent, the Licensee shall not transfer or
sub-license the Intellectual Property to a third party other than the
Licensee’s subsidiaries and affiliated
companies.
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Article
2 Use
of Intellectual Property
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2.1
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The
Licensee shall conform to the applicable laws and regulations, and
appropriately use the Intellectual Property in accordance with the
guidelines provided by the
Licensor.
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2.2
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The
Licensee may, during the term of this Agreement, develop intellectual
property (“Foreground
Intellectual Property”) which are created based on and by using the
Intellectual Property and exploit in any possible ways (including but not
limited to modify, reproduce, adapt, translate, and
variation).
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2.3
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The
Parties agree that the Foreground Intellectual Property shall be the sole
property of the Licensee and the Licensor shall not apply for the
registration of Foreground Intellectual
Property.
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2.4
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The
Licensor shall communicate to the Licensee the know-how and other
techniques contained in the Intellectual Property by training and other
possible method.
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Article
3 Consideration
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3.1
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In
consideration for the license granted by the Licensor described in Article
1, the Licensee shall issue 3,181,818,181 ordinary shares at US$0.001 par
value in accordance with the Share Subscription and Shareholders
Agreement.
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3.2
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The
license shall be free of royalty.
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Article
4 Warranties
and Undertakings
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4.1
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The
Licensor warrants to the Licensee that the Licensor is the legal
proprietor of the Intellectual Property and that it has the right to
authorize the Licensee to use the Intellectual Property. The Licensor
further warrants that the Intellectual Property does not violate the
intellectual property right of any third
party.
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4.2
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The
Licensor shall provide to the Licensee all necessary aids in order to
assist the Licensee to use smoothly the Intellectual
Property.
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4.3
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The
Licensor has not and will not authorize any third party to use the
Intellectual Property
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2
Appendix
2
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4.4
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The
Licensor warrants and undertakes that the Intellectual Property is free of
any encumbrance, and it will not create any encumbrance on the rights over
the Intellectual Property during the term of this
Agreement.
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4.5
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The
Licensor shall carry out and obtain, on time and at its costs, the
extension of the registration of the Intellectual Property during the term
of this Agreement.
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4.6
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The
Licensee hereby agrees to provide the Licensor with any reasonable
assistance to protect the Intellectual Property and to not to do any
action which might infringe the Licensor’s rights to the Intellectual
Property.
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Article
5 Confidentiality
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5.1
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The
Licensee undertakes and agrees to keep confidential all such documents and
not to communicate or authorize to communicate the same to any other
person without prior express written consent by the Licensor (except for
the communication of the same to its own employees); whereas the documents
which can be communicated to its employees shall be limited to the extent
that such employees can appropriately fulfil the tasks appointed to
them.
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5.2
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This
confidentiality obligation shall remain valid during the validity term of
this Agreement and after the termination of this Agreement for any reason
whatsoever.
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Article
6 Infringement
and Compensation
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6.1
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The
Licensee shall forthwith notify the Licensor of any infringement or
attempted infringement of the Intellectual Property’ rights. The Licensor
shall be entitled to, at its own discretion and at its cost, bring a
lawsuit or by other means with a view to restraining or preventing the act
of infringement in the name of both the Licensor and the Licensee or in
the name of either Party of the
two.
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6.2
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In
case the Licensor fails to perform its warranty and undertaking as
described in Article 4.1 herein and the performance of this Agreement
infringes directly or indirectly the right of any third party, the
Licensor shall assume all legal consequences and shall compensate the
Licensee for any loss resulting
therein.
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Article
7 Effectiveness
and Termination
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7.1
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This
Agreement shall become effective upon the execution of this Agreement by
the Parties until the lapse of three years after the termination of the
Share Subscription and Shareholders Agreement or the early termination of
this Agreement pursuant to article 9.2
hereinbelow.
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7.2
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In
any of the following cases, the concerned Party shall have the right to
terminate this Agreement:
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3
Appendix
2
If by the
Licensor:
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(a)
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The
Licensee violates its obligations under article 3.1 of this Agreement and
it has not remedied such default within sixty (60) days after the written
notice issued by the Licensor to the Licensee;
or
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(b)
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The
Licensee goes into bankruptcy, or is the subject of liquidation or
dissolution proceeding, or ceases its business or is in insolvency face to
its due debts.
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If by the
Licensee:
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(a)
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The
Licensee violates its obligations under article 1.2 of this Agreement;
or
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(b)
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Breach
of the warranties and undertakings as described in Article 4 hereto by the
Licensor.
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7.3
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The
terminating Party may serve the other Party a thirty (30) days’ prior
written notice explaining the reason of the termination. Such termination
shall be effective upon the expiry of the term of said thirty (30)
days.
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7.4
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After
the termination of this Agreement, the right of use of the Intellectual
Property by the Licensee shall immediately be terminated and the Licensee
shall cease any and all use of the Intellectual
Property.
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7.5
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Termination
of this Agreement shall not release any party from any liability which at
the time of termination had already accrued to that party, nor from any
liability arising or maturing after such termination as a result of any
breach, act or omission committed prior to such
termination.
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Article
8 Taxes
The Parties shall assume their respective tax liabilities in accordance with relevant applicable laws.
Article
9 Settlement
of Dispute
The
parties agree that the competent court of Hong Kong shall have exclusive
jurisdiction to settle any dispute which may arise out of or in connection with
this Agreement.
Article
10 Governing
Law
The
establishment, effect, interpretation as well as performance of this Agreement
are subject to laws of Hong Kong.
4
Appendix
2
Article
11 Miscellaneous
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11.1
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The
invalidity or unenforceability of any provision of this Agreement shall
not affect the validity of any other provision of this
Agreement.
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11.2
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This
Agreement is written in both English and Chinese and the English version
shall prevail in case of inconsistency. This Agreement is signed in four
(4) original copies of each
language.
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11.3
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No
change in, modification of the terms and conditions contained herein shall
be valid as between the parties unless set forth in a writing and signed
by the empowered representatives of both
parties.
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11.4
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Failure
or delay of any of the Parties to exercise any right, power or privilege
under this Agreement shall not be considered as a waiver thereof; nor
shall any single or partial exercise of such a right preclude any other
future exercise thereof.
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11.5
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Any
notice sent by either Party to the other shall be made by express courier
service, delivered letter, facsimile or email (followed by a confirmation
by express courier service delivered letter) to the addresses as informed
and updated by the Parties from time to
time.
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5
Appendix
2
IN WITNESS WHEREOF, the
Parties hereto have caused their respective duly authorized representatives to
execute this Agreement on December [ ],
2008.
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Signed
by:
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Xxxxx
Xxx
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Director
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on
behalf of Trussnet Capital Partners (HK)
Ltd.
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Signed
by:
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Liao
Xxxx Xxxx
Director
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on
behalf of Jumbo Power Technologies Hong Kong
Ltd.
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Signed
by:
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Xxxx
Xxxxx-Xxxx (廖丰标)
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Signed
by:
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Xxx
Xxxx-Xxxx（刘志春）
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6
Appendix
2
Annex
1
List of the Registered
Patents and Patent Application
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Patent Name
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Region
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Patent Number
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Patent Duration
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Owner/
Applicant
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Mixed
Etching Process used in Hetero-structure Bipolar Transistor
(HBT)
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Taiwan
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00514677
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2002/12/21
- 2021/06/28
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Lateral
MSM Photodetector and its fabrication
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Taiwan
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00517264
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2003/01/11
- 2021/05/23
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Traffic
lights with matrix display
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Taiwan
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M249151
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2004/11/01
- 2013/11/06
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Emission
windows of GaAs-based LEDs
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Taiwan
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M269573
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2005/07/01
- 2013/10/02
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Rear
image system for auto-bikes
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Taiwan
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M274300
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2005/09/01
- 2015/03/10
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Accumulated
Solar cell structure
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Mainland
China
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ZL200420065961.2
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2005/09/6
– 2014/07/15
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GaAs-based
LED with distributed electrodes and transparent transportation
layer
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Taiwan
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I240432
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2005/09/21
- 2024/05/18
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High
efficient three wavelength Backside modules
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Taiwan
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097100084
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Filing
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||||||
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High
efficient three wavelength Backside modules
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Mainland
China
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200810003888.9
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Filing
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High
efficient three wavelength Backside modules
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South
Korea
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00-0000-0000000
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Filing
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Measurement
system for junction temperature of high power LEDs
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Taiwan
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097108513
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Filing
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High
efficient Light-Emitting Diode white Light modules
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Taiwan
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097130821
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Filing
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High
efficient Light-Emitting Diode white Light modules
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Mainland
China
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200810147165.6
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Filing
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High
efficient Light-Emitting Diode white Light Devices and its
Fabrication
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Taiwan
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097136455
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Filing
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7
Appendix
2
Annex 2
Certificates of the
Registered Patents and Patent Application
8
