Ex 10.10
Research & Development
And Intellectual Property Assignment Agreement
This Research & Development and Intellectual Property Assignment Agreement
("Agreement") is made and entered into as of this 26th day of June 2004, by
and between Innovative Energy Solutions, Inc., a Nevada Corporation, organized
and existing under the laws of Nevada, having its principle office at 00 Xxxxx
Xxxxxx Xxxx, Xxx Xxxxx, Xxxxxx, XXX 00000 (hereinafter "the COMPANY"), and Xx.
Xxxxxx XXXX, an individual residing in the Republic of South Korea, whose
address for service is 1271 Sa 1 Dong, An San City, Kyungki Do, Republic of
South Korea, 425-791 (hereinafter "YANG") (the COMPANY and YANG are hereinafter
occasionally referred to as "Parties" in singular or plural usage, as indicated
by the context).
RECITALS
WHEREAS YANG has developed proprietary design, experimental
information, specialized Know-how, secret formulae, data and intellectual
property rights for the following technologies: "hydrogen generating device"
and "heat generating device" (collectively refer to "Technologies");
WHEREAS Yang had filed intellectual property rights for the
Technologies in Korea and filed PCT for hydrogen generating device (hydrogen
generating device: Patent Pending No. 00-0000-0000000, heat generating device:
Patent Pending No. 10-2002-0069231);
WHEREAS YANG is the absolute and beneficial owner and is entitled
to possess and dispose of the right of the Technologies in the manner set forth
herein;
WHEREAS the COMPANY has conducted market feasibility studies as to
the Technologies;
WHEREAS the COMPANY is to commercialize and exploit the
Technologies in the aforementioned Territory and/or manufacture, market and
distribute the product which will employ the Technologies;
WHEREAS YANG desires to assign the said intellectual property
rights to the COMPANY in the Territory of Canada, USA, Mexico, South & Central
America, Caribbean, Cuba, Scandinavia, Middle East, Europe excluding Russia,
Africa ("Territory") under the terms of this Agreement;
WHEREAS the parties have agreed that YANG is to develop sustainable
and continuous research to complement the aforementioned Technologies and to
facilitate the development of the Technologies;
AND WHEREAS the parties have agreed that the COMPANY is to develop
and provide funding for Research and Development for the Technologies;
NOW THEREFORE in consideration of the mutual covenants and
promises contained herein, both parties agree as follows:
Article 1. ASSIGNMENT
1. YANG agrees to assign the intellectual property for the technologies of
hydrogen generating device (Patent Pending No. 10-2002-0069231) and heat
generating device (Patent Pending No. 10-2002-0026277) to the COMPANY in the
Territory aforementioned.
2. YANG agrees to cooperate with the COMPANY to register the said patents
in the Territory.
3. YANG agrees to provide to the COMPANY all proprietary design,
experimental information, specialized Know-how, secret formulae, data, drawings,
samples, devices, demonstrations and trade secrets relating the Technologies
within sixty (60) days upon signing of this Agreement.
Article 2. R&D AND NEW TECHNOLOGY
1. YANG agrees to use its best efforts and to devote such time as is
necessary to develop sustainable and continuous research to complement the
Technologies and to facilitate the development for the purpose of
commercialization of the Technologies.
2. YANG hereby agrees to extend this Agreement to include any and all
future additions, changes, improvements, substitutions and modifications to the
Technologies aforementioned ("New Technologies"). Such additions, changes,
improvements, substitutions and modifications to the Technologies
aforementioned shall be immediately disclosed to the COMPANY.
Article 3. THE OBLIGATION OF THE COMPANY
1. The COMPANY shall use its best efforts and to devote such time as is
necessary to commercialize, promote and fully exploit the Technologies in the
Territory.
2. The COMPANY shall use its best efforts and to devote such time as is
necessary to develop and provide sufficient funding for R&D.
Article 4. CONSIDERATION
The consideration for the assignment of intellectual property rights in
the Territory and R&D for the aforementioned Technologies under this Agreement
shall be FIFTEEN MILLION (15,000,000) USD.
Article 5.TERMS OF PAYMENT
1. Payment of the said consideration shall be SIX MILLION (6,000,000)
preferred shares with voting rights, at the value of USD $2.50 per share.
2. To determine fair market value of the Intellectual Property Rights for
the Technologies, a Determination of Estimated Enterprise Value appraisal will
be provided by an independent professional appraisal company, the cost of
which is to be borne by the COMPANY.
3. The COMPANY agrees to issue SIX MILLION (6,000,000) preferred shares to
YANG within SIXTY (60) business days of the Company's execution of this
Agreement. Said shares can be converted to common stock of the COMPANY for
trading purposes.
4. The COMPANY agrees to grant a position of director & officer of the
COMPANY to YANG.
Article 6.REPRESENTATIONS AND WARRANTIES
1. YANG represents and warrants that:
x. XXXX has the full right, power, legal capacity and authority to
enter into and carry out the terms of this Agreement.
b. To the best of YANG's knowledge, there is no claim, proceeding,
litigation or investigation, whether civil or criminal in nature,
pending or threatened against the aforementioned Intellectual Property
Rights for the Technologies, in any court or by or before any
governmental body or agency, including without limitation any claim,
proceeding or litigation for the purpose of challenging, enjoining or
prevention the execution, delivery or consummation of this Agreement.
2. The COMPANY represents and warrants that:
The COMPANY is a corporation duly formed and validly existing in
good standing under the laws of Nevada, USA and has the full right, power,
legal capacity and authority to enter into and carry out the terms of this
Agreement.
Article 7. TERMINATION
1. The Company's Dissolution, Bankruptcy or Receivership shall be
considered circumstances for which YANG may terminate this Agreement.
2. In the event of termination of this Agreement under this Article, the
Intellectual Property Rights for the Technologies shall automatically return to
Yang, without the consent of the COMPANY.
Article 8. NOTICE
Any notice required or permitted to be given hereunder may be
delivered, sent by registered mail, postage prepaid, or sent by facsimile,
addressed to the proposed recipient of the notice at the address set out on
the first page hereof or to such other address(s) as the parties may indicate
by notice in writing to the other party.
Article 9. GOVERNING LAW
This Agreement shall in all respects be interpreted, enforced and
governed under the laws of the state of Nevada, USA. The language and all
parts of this Agreement shall be in all cases construed as a whole according
to its very meaning and not strictly for or against any individual party.
Article 10. ENTIRE AGREEMENT
This Agreement memorializes and constitutes the entire agreement and
understanding between the parties regarding the subject matter hereof, and
supersedes all prior negotiations, proposed agreements and agreements, whether
written or unwritten. The parties acknowledge that no other party, nor any
agent or attorney of any other party, has made any promises, representations,
or warranties whatsoever, expressly or impliedly, which are not expressly
contained in this Agreement, and the parties further acknowledge that they
have not executed this Agreement in reliance upon any collateral promise,
representation, warranty, or in reliance upon any belief as to any fact or
matter not expressly recited in this Agreement.
Article 11. AMENDMENT
Any modification or amendment to this Agreement shall be made in
writing.
Article 12. SEVERABILITY
Should any provision of this Agreement be declared or determined by
any court to be illegal or invalid, the validity of the remaining parts, terms
or provisions shall not be affected thereby and, in lieu of such illegal or
invalid provision, there shall be added a provision as similar in terms and
amount to such illegal or invalid provision as may be possible and, if such
illegal or invalid provision cannot be so modified, then it shall be deemed
not to be a part of this Agreement.
Article 13. COUNTERPARTS
For the convenience of the parties, this Agreement may be
executed by facsimile signatures and in counterparts that shall together
constitute the agreement of the parties as one and the same instrument. It is
the intent of the parties that a copy of this Agreement signed by any party
shall be fully enforceable against that party.
IN WITNESS WHEREOF the parties have executed this Agreement as of the date
first above written.
Xx. Xxxxxx Xxxx Innovative Energy Solutions, Inc.
A Nevada Corporation
/s/ Xxxxxx Xxxx /s/ Xxxxxxx X. Xxxxxxxx
________________________ ________________________
Xxxxxxx X. Xxxxxxxx, CEO
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