Exhibit 10.1
TECHNOLOGY AND PATENT ASSIGNMENT
This Agreement is by and between ▇▇▇▇ ▇. ▇▇▇▇ of ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (Avalon Energy CorporationAssignorAvalon Energy
Corporation) and Enable IPC Corporation, with offices at ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (Avalon Energy CorporationAssigneeAvalon
Energy Corporation).
WHEREAS, Assignor, is the owner of certain technologies relating to the
development of a nanowire based battery technology, more fully described in
Exhibit A attached hereto (Avalon Energy CorporationTechnologyAvalon Energy
Corporation); and
WHEREAS, Assignee, wishes to acquire the entire rights, title, and interest in
the Technology.
NOW, the parties agree as follows:
1. Assignment. Assignor does hereby irrevocably assign to Assignee all rights,
title, and interest (including but not limited to, all patent rights with
respect to the Technology, all rights to prepare derivative marks, all goodwill
and all other rights), in and to the Technology.
2. Consideration. In consideration for the assignment set forth in Section 1,
Assignor shall grant Assignee fees in accordance with the schedule and
requirements detailed in Exhibit B attached hereto.
3. Representations and Warranties. Assignor represents and warrants to Assignee:
(a) Assignor has the right, power and authority to enter into this Agreement;
(b) Assignor is the exclusive owner of all right, title and interest, including
all intellectual property rights, in the Technology;
(c) The Technology is free of any liens, security interests, encumbrances or
licenses;
(d) The Technology does not infringe the rights of any person or entity;
(e) There are no claims, pending or threatened, with respect to Assignor's
rights in the Technology;
(f) This Agreement is valid, binding and enforceable in accordance with its
terms; and
(g) Assignor is not subject to any agreement, judgment or order inconsistent
with the terms of this Agreement.
4. Attorney's Fees. Should either party hereto, or any heir, personal
representative, successor or assign of either party hereto, resort to litigation
to enforce this Agreement, the party prevailing in such litigation shall be
entitled, in addition to such other relief as may be granted, to recover its or
their reasonable attorneys' fees and costs in such litigation from the party
against whom enforcement was sought.
5. Entire Agreement. This Agreement, contains the entire understanding and
agreement between the parties hereto with respect to its subject matter and
supersedes any prior or contemporaneous written or oral agreements,
representations or warranties between them respecting the subject matter hereof.
6. Amendment. This Agreement may be amended only by a writing signed by both
parties.
7. Severability. If any term, provision, covenant or condition of this
Agreement, or the application thereof to any person, place or circumstance,
shall be held by a court of competent jurisdiction to be invalid, unenforceable
or void, the remainder of this Agreement and such term, provision, covenant or
condition as applied to other persons, places and circumstances shall remain in
full force and effect.
8. Agreement to Perform Necessary Acts. Assignee agrees to perform any further
acts and execute and deliver any documents that may be reasonably necessary to
carry out the provisions of this Agreement. In addition, Assignor agrees to
provide consulting services to Assignee with reference to Assignee's use and
commercial exploitation of the Proprietary Rights as contemplated herein.
Assignee shall make payment directly to the individual consultant(s) for all
such services, in accordance with the terms and conditions of a separate
agreement.
9. Notices. All notices, payments and reports shall be addressed to the parties
hereto as follows:
If to Assignor: If to Assignee:
▇▇▇▇ ▇▇▇▇, Ph.D. ▇▇▇▇▇ ▇▇▇▇▇▇
18316 ▇▇▇▇▇▇▇ ▇▇▇▇▇ Place Enable IPC Corporation
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
9. Governing Law. This Agreement shall be construed in accordance with the laws
of the state of California.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed in their respective names by their duly authorized representatives on
this 17th of March 2005:
Assignor: Assignee:
/s/ ▇▇▇▇ ▇. ▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_________________________ _________________________
▇▇▇▇ ▇. ▇▇▇▇ Enable IPC Corporation
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer
EXHIBIT A
Technology Description
The technological development of a nanowire battery technology (detailed in
patent application titled "Lithium-Ion Rechargeable Battery Based on
Nanostructures" [application # to be assigned by the US government patent
office] and certain other patent applications to be filed) conducted by ▇▇.
▇▇▇▇, and all patents, intellectual property and additional developments
resulting directly from this work, constitutes the Proprietary Rights under this
Agreement. This technological development is described in the following
paragraphs:
Technology Description
▇▇. ▇▇▇▇ ▇▇▇▇ has developed manufacturing methods for lithium metal oxide
nanowires that have superior electrical performance with very little capacity
fade.
Unlike conventional nickel metal hydride (NiMH) and silver zinc batteries, our
lithium metal oxide nanowire-based lithium ion battery will have unlimited
activated lifetime prior to launch and high reliability. Lithium metal oxides
nanowires (e.g. LiCoO2 and LiNi1-XCoXO2) will be fabricated using
electrochemical processing. Electrochemical fabrication of nanowires using
anodized alumina nano-membranes as template materials is a very cost effective
process that lends itself to manufacturability. The dimension of nanowires
including the diameter and the length of nanowires can be precisely controlled
and the structure of nanowires can be optimized to increase the capacities, with
charge/discharge rates greater than 100 times that of conventional electrodes.
Our fabrication processes also eliminate the need of a binder by fabricating the
nanowires directly on top of the current collectors.
Background
The power density of a lithium ion battery is dictated, at the fundamental
level, by the electrochemical kinetics of charge transfer at the
electrode/electrolyte interface and the kinetics of solid-state diffusion of
lithium ions into and out of the host electrodes. Thus, the rate capability of
battery electrodes is highly dependent on the grain size, texture, surface area,
and morphology of the electrode materials. The ability to engineer an ordered,
large surface area structure of electrochemically active materials on the
nanoscale level can yield enhanced charge/discharge characteristics. For
example, other groups have demonstrated that the high surface area nanowire
electrodes of SnO2 and V2O5 have significantly improved the rate capability
compared with thin films of the same materials [1-3]. Nanostructured electrodes
of V2O5 delivered four times the capacity of V2O5 thin film electrode at
discharge rate of 500 C [3]. In addition, the synthesis of nanowire electrode
arrays results in electrodes without any binders or conductive additives, other
than the thin film substrate support, which is typically no more than 200 nm of
vacuum deposited metal. This electrode design results in improvements in
electrode energy density compared with conventional lithium ion cathodes that
use up to 10% binder and 20% carbon black.
The previous work of ▇▇. ▇▇▇▇ demonstrated that electrodeposited manganese oxide
nanowires could be capable of multiple charge/discharge cycles, with a cathode
specific capacity of approximately 300 mAh/g. In addition, the cathodes were
fabricated without any binder or conductive additives, the electrodes could be
discharged at current densities up to 0.1 mA cm-2 before the onset of any
significant polarization.
Nanowires may be produced in a number of ways, including (but not limited to)
the use of alumina nanotemplates, the use of black silicon structures and the
use of sol gels.
EXHIBIT B
Consideration, Performance and Payment Schedule
Execution Fee
Upon execution of this Agreement, Assignee shall pay to Assignor an Execution
Fee of two million (2,000,000) shares of common stock of Enable IPC Corporation.
Both Assignor and Assignee recognize that this percentage will be diluted as
additional shares are issued; there are no anti-dilution rights granted under
this Agreement.
Royalties
Assignee shall pay a royalty, twice each year on March 31st and September 30th,
equaling 5% of the net sales of the product(s) resulting from the Technology.
The combined royalty amounts in any single calendar year must be at least equal
to the amount shown in the Minimum Annual Royalty Schedule below, or else this
5% royalty on net sales shall not be paid, and instead the amount shown on the
Minimum Annual Royalty Schedule shall be paid.
Minimum Annual Royalty Schedule
Assignee shall pay a Minimum Annual Royalty to Assignor in accordance with the
following schedule:
Due Date Minimum Royalty Due
-----------------------------------
31 March 2006 $ 10,000
31 March 2007 $ 15,000
31 March 2008 $ 20,000
31 March 2009 $ 45,000
31 March 2010 $ 75,000
31 March 2011 $100,000
And on 31 March of each subsequent year until the expiration of the last of any
proprietary rights to the Technology or the time period for prosecution and
appeal on the merits for issue of all U.S. Patents on the proprietary rights is
exhausted.
Should Assignee fail to make any payment to Assignor within the time period
prescribed for such payment, then the unpaid amount shall bear interest at the
rate of one and one half percent (1.5%) per month from the date when payment was
due until payment in full, with interest, is made.
