Exhibit 10.22
AGREEMENT
This Agreement (the "Agreement"), is made by and among:
Aquamax (International) Holdings B.V., a Dutch corporation
having a principal place of business at Locatellikade 1,
Parnassustoren, 1076 AZ Amsterdam, X.X. Xxx 00000, 0000 XX,
Xxxxxxxxx, Xxx Xxxxxxxxxxx, ("Aquamax"); and
Xxxxxx Corporation N.V., a Netherlands Antilles Corporation
having a principal place of business at World Trade Center
Curacao, Unit BC.II.01-04, Piscadera Bay, Willemstad, Curacao,
Netherlands Antilles ("Xxxxxx")
(each an "Assignor" and, collectively, "Assignors") on the one hand;
Balantum Oy (Newco), a Finnish corporation, having offices at
c/o Asianajotoimisto Waselius & Wist Oy, Xxxxxxxxxxxxxx 00 X,
00000 Xxxxxxxx, Xxxxxxx, ("Assignee"), on the other; and
Ocean Power Corporation, a United States corporation having a
principal place of business 5000 Xxxxxx X. Xxxxxxxx Xxxxxxx,
Xx Xxxxxx Xxxxx, Xxxxxxxxxx, 00000, Xxxxxx Xxxxxx of America
("OPC").
WITNESSETH:
WHEREAS, Assignors are the owners of patents, patent applications and
the invention(s) to which such patents and patent applications are directed,
along with trade secrets, technical documents, technical information and knowhow
associated with said patents, patent applications and inventions; and
WHEREAS, Assignee is desirous of acquiring the entire right, title and
interest of each of the Assignors in and to all of Assignors' patents, patent
applications, invention(s) and trade secrets, technical documents, technical
information and knowhow associated with said patents, patent applications and
inventions, wherever existing throughout the world;
NOW, THEREFORE, in consideration of the terms, conditions and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1
1. DEFINITIONS
1.1 "Affiliate(s)" of a party to this Agreement shall mean any
organization: (i) fifty percent (50%) or more of the voting stock of
which is controlled and/or owned directly or indirectly by that party,
(ii) that directly or indirectly owns and/or controls fifty percent
(50%) or more of the voting stock of that party; or (iii) the majority
ownership of which is directly or indirectly common to the majority
ownership of that party.
1.2 "Aquamax Mechanical Vapor Compression Technology" means any
distillation technology described or claimed in any patent or patent
application included in the Intellectual Property, which includes a
mechanical compressor (as distinct from a thermal compressor).
1.3 "Aquamax Multi Effect Technology" means any distillation technology
described or claimed in any patent or patent application included in
the Intellectual Property: in which a distillation apparatus (a)
incorporates more than one evaporator; and (b) in which the vapor from
one evaporator is used as a source of heat for another evaporator
incorporated in the same distillation apparatus is used.
1.4 "Closing Date" means the "Completion Date" as that term is defined in
paragraph 6.1 of that certain Asset Purchase Agreement by and between
Assignee and Xxxxxxx Technology Oy, Ltd., dated 20 July, 2001.
1.5 "Intellectual Property" shall mean:
(a) each and all of Assignors' issued patents throughout the world
in any jurisdiction, including, but not limited to, any and
all substitutions, revalidations, extensions, reissues,
renewals, divisions, continuations, continuations-in-part or
national phase applications thereof;
(b) each and all of Assignors' pending patent applications
throughout the world and any and all patents that may ever
issue therefrom and any and all substitutions, revalidations,
extensions, reissues, renewals, divisions, continuations,
continuations-in-part or national phase applications thereof,
and
(c) the invention(s) described or claimed in each of the
above-mentioned patents or patent applications along with all
trade secrets, technical documents, technical information and
knowhow associated with each invention described or claimed in
each patent or patent application.
1.6 The parties hereto agree that the Intellectual Property includes, but
is not limited to, the patents and patent applications set forth on
Schedule A, attached hereto.
2
2. ASSIGNMENT
2.1 Assignors, acting individually and together, agree to transfer and
assign, and hereby transfer and assign, to Assignee all right, title
and interest in and to all of the Intellectual Property throughout the
world, the same to be held and enjoyed by Assignee for Assignee's own
use and enjoyment and the use and enjoyment of its Affiliates,
successors, assigns or other legal representatives, for the term set
forth in paragraph 4, below, as fully and entirely as the same would
have been held and enjoyed by Assignors if this assignment had not been
made.
2.2 Assignors agree promptly to sign and execute, and to cause their
employees and agents promptly to sign and execute, any and all further
documents or instruments which may be necessary, lawful, and proper in
the connection with:
(a) the maintenance of any of the patents included in the
Intellectual Property;
(b) the ongoing prosecution of any of the pending patent
applications included in the Intellectual Property;
(c) the preparation and prosecution of any continuation,
continuation-in-part, substitute, divisional, renewal,
revalidation, national phase or reissue applications relating
to any issued patent included in the Intellectual Property;
and
(d) the preparation and prosecution of any continuation,
continuation-in-part, substitute, divisional, renewal,
revalidation, national phase or reissue applications relating
to any patent which may in the future issue from any of the
pending applications included in the Intellectual Property.
2.3 Assignors hereby authorize and request the appropriate governmental or
international authorities in each jurisdiction from which any patent
included in the Intellectual Property has issued, including without
limitation the European Patent Office, to duly and properly record the
assignment of any such patent to Assignee. Assignors agree promptly to
sign and execute, and to cause their employees and agents promptly to
sign and execute, any and all further documents or instruments which
may be necessary, lawful, and proper to implement and effect the
authorization and request set forth in this subparagraph; provided,
however, that Assignors shall not otherwise be required actively to
process the recordation(s) contemplated hereunder nor to bear any other
costs or expenses related thereto.
2.4 Assignors hereby authorize and request the appropriate governmental or
international authorities in each jurisdiction in which any patent
application included in the Intellectual Property is pending, including
without limitation the European Patent Office, to issue any patent
which may issue in the future from any such application, to Assignee.
Assignors agree promptly to sign and execute, and to cause their
employees and agents promptly to sign and execute, any and all further
documents or instruments which may be necessary, lawful, and proper to
implement and effect the authorization and request set forth in this
subparagraph; provided, however, that Assignors shall not otherwise be
required actively to participate in the issuance(s) contemplated
hereunder nor to bear any other costs or expenses related thereto.
3
2.5 Assignors further agree promptly to sign and execute, and to cause
their employees and agents promptly to sign and execute, any and all
further documents or instruments which may be necessary, lawful, and
proper in order to effect recordation of the assignment of each patent
and patent application included in the Intellectual Property, in each
appropriate patent office or other national or international
administrative or governmental agency; provided, however, that
Assignors shall not otherwise be required actively to process the
recordation(s) contemplated hereunder nor to bear any other costs or
expenses related thereto.
2.6 Assignors further agree to transfer to Assignee on the Closing Date all
trade secrets, technical documents, technical information and knowhow
associated with, related to or derived from each invention described or
claimed in each patent or patent application included in the
Intellectual Property, including, without limitation: (i) all drawings
relating to the Aquamax Mechanical Vapour Compression Technology, the
Aquamax Multi-Effect Technology, and any applications that have been
developed for any part of the Intellectual Property by Chemitec,
Multiproject or Shippax, Maywood Enterprises Corporation; (ii) all
documents evidencing any designs, mechanical drawings, engineering
diagrams or calculations related to the Intellectual Property,
including: drawings or writings describing any design of evaporators of
any type, documents relating to running costs, other costs or future,
or present, real or hypothetical income streams relating to any of the
Intellectual Property; and (iii) all written material relating to
either Assignor's business in water desalination or remediation
(collectively, the "Technology Transfer Materials and Information").
2.7 (a) Assignors further agree that Assignors shall cause Xxxxxx Xxxxxxxx
to make himself available to Assignee from time to time as Assignee may
request, but in no event on more than ten (10) days, at Assignee's
offices, or at such other location as Assignees may designate, during
normal business hours during the ninety (90) day period commencing on
the Closing Date, for the purpose of disclosing fully, completely and
comprehensively all ideas, concepts, information or knowledge that
Xxxxxx Xxxxxxxx may have concerning the Technology Transfer Materials
and Information. Assignee shall provide Assignors with written
confirmation for each day on which Xxxxxx Xxxxxxxx shall have made
himself available as contemplated by this subparagraph.
(b) Assignors shall be deemed to have fulfilled the obligations imposed
upon them pursuant to this subparagraph 2.7 when: (i) Xxxxxx Xxxxxxxx
shall have made himself available to Assignee in the manner, for the
purposes, and for the number of days required by subparagraph 2.7(a);
or (ii) when the ninety (90) day period commencing on the Closing Date
has elapsed and Assignee has not used its right to request that Xxxxxx
Xxxxxxxx make himself available; or (iii) upon the occasion of the
death of Xxxxxx Xxxxxxxx or (iv) the permanent incapacitation of Xxxxxx
Xxxxxxxx in such manner as to render him unable to discuss the
Technology Transfer Materials and Information; or (v) Assignee
otherwise releases Assignors from their obligations under this
subparagraph 2.7.
4
(c) Assignee shall reimburse Xxxxxx Xxxxxxxx for his reasonable
out-of-pocket travel expenses actually incurred if Assignors require
Xxxxxx Xxxxxxxx'x attendance outside of Switzerland or Finland.
(d)On the thirtieth (30th), sixtieth (60th) and ninetieth (90th) days
following the Closing Date hereof, and provided that on those dates
Assignors are not in breach or default of any provision of this
Agreement, Assignee shall provide Assignors a document ( each an
"Interim Technology Transfer Completion Document"), authorizing the
escrow agent to deliver One Hundred Ninety Nine Thousand Nine Hundred
Ninety Nine Dollars and Eighty Eight Cents (US $199,999.88) from the
Escrowed Funds to Xxxxxx as contemplated by subparagraph 3.1 hereof.
3. CONSIDERATION
3.1 n consideration and full payment for the assignments and related
matters hereunder:
(a) OPC shall pay to Assignors the sum of Xxx Xxxxxxx Xxxxx
Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars (US$1,800,000), which
shall be paid as follows:
a. To Aquamax - One United States Dollar (US$1) at the closing
of the transaction contemplated herein ; and
b. To Xxxxxx - One Million One Hundred Ninety Nine Thousand
Nine Hundred and Ninety Nine Dollars and Thirty Four Cents
(US$1,199,999.34) at the closing of the transaction
contemplated herein, and;
(b) OPC shall issue six hundred thousand (600,000) shares of OPC's
common stock (the "Consideration Stock") to Assignors, as
follows:
a. To Aquamax - One (1) share of OPC common stock at the
closing of the transaction contemplated herein ; and
b. To Xxxxxx - Five Hundred Ninety Nine Thousand Nine Hundred
and Ninety Nine ( 599,999) shares of OPC common stock at the
closing of the transaction contemplated herein; and
(c) At the closing of the transaction contemplated herein, OPC
shall deposit Five Hundred Ninety Nine Thousand Nine Hundred
and Ninety Nine Dollars and Sixty Six Cents (US $599,999.66)
(the "Escrowed Funds") with a third party escrow agent in
Helsinki, Finland mutually acceptable to Xxxxxx and to
Assignee. Assignee's written agreement with the escrow agent
shall provide, inter alia, that the escrow agent shall
delivery One Hundred Ninety Nine Thousand Nine Hundred Ninety
Nine Dollars and Eighty Eight Cents (US $199,999.88) from the
Escrowed Funds to Xxxxxx upon the escrow agent's receipt of
each of the Interim Technology Transfer Completion Documents
provided for in subparagraph 2.8 hereof, but not otherwise.
(d) OPC guarantees Assignee's obligations under (a) and (b) above.
5
3.2 In return for OPC agreeing to issue the Consideration Stock, the
Assignors each warrant in favor of and represent to Assignee and OPC in
the terms set out in Schedule B on the date the Consideration Stock is
issued.
3.3 (a) On or about June 7, 1999, PTC Group, Inc. issued 4 million
shares of PTC Group, Inc. stock to Xxxxxx Corporation NV
("Xxxxxx"), with a face value of USD .001 per share. Those
shares were issued in exchange for the concurrent receipt of
full and valid consideration. In July of 1999, PTC Group, Inc.
underwent a name change and merger. The surviving company,
Ocean Power Corporation, incorporated under the laws of the
State of Delaware ("Ocean Power"), trades on the over the
counter boards as PWRE. On or about August 22, 1999, there was
a 10 to 1 reverse split of Ocean Power's stock. As a result of
that split, on or about August 7, 2000, Xxxxxx exchanged its
PTC Group, Inc. stock for 400,000 shares of Ocean Power
Corporation stock, Certificate Number 467, with a face value
of USD 0.01 per share. The Ocean Power shares issued on August
7, 2000, replaced the PTC Group, Inc. shares issued on June 7,
1999.
(b) In consideration of entering into this Agreement, Assignee
shall forthwith issue an additional six hundred thousand
(600,000) shares of Ocean Power stock (the Consideration
Stock) to Xxxxxx. It is intended and agreed among the parties
that upon the closing of the transaction contemplated herein,
Xxxxxx shall be deemed to have given full consideration for
those six hundred thousand (600,000) shares.
(c) Ocean Power hereby agrees that it shall not engage in any act
that will interfere with Xxxxxx'x legal right to sell or
otherwise transfer any or all of the 1 million shares of
unregistered Ocean Power stock identified in this Section.
Ocean Power further that it shall not unreasonably refuse to
perform any act or refuse to provide any consent necessary for
the legal transfer by Xxxxxx of any of the 1 million Ocean
Power shares identified in this Section.
4. TERM OF AGREEMENT
This Agreement is conditional upon and shall enter into force only on
the Closing Date and it shall continue to the end of the term of the
last of the patents included in the Intellectual Property, whether now
issued or issuing in the future, to expire.
5. SURVIVING PROVISIONS
The following sections and paragraphs shall survive the expiration or
termination of this Agreement: 1, 2, 5, 6, 7, 8 and 11.
6
6. REPRESENTATIONS AND WARRANTIES
Assignors represent and warrant that:
(a) They are the owners of all right, title and interest in and to
the Intellectual Property and they have the right to assign
all rights therein to Assignee;
(b) They have no arrangements, grants, licenses, options or
agreements that may abridge, modify or defeat the rights
granted in this Agreement and as of the date hereof there are
no licenses of any kind in force and effect regarding the
Intellectual Property;
(c) They are under no legal impediment which would prevent them
from executing this Agreement or consummating and implementing
the same;
(d) No part of the Intellectual Property, including any patent,
patent application or invention, is subject to any
encumbrance, lien, security right, outstanding order, decree,
judgment, charge, or attachment whatsoever. There are no
pending litigations or, to the best of Assignors' knowledge,
threatened proceedings, or other adverse claims affecting any
part of the Intellectual Property. To the best of Assignor's
knowledge, no person or entity is infringing any rights
currently held by either Assignor under any of the patents or
patent applications included in the Intellectual Property. To
the best of Assignors' knowledge, there are no litigations,
threatened proceedings or other adverse claims asserting that
practice of any patent, patent application, invention or other
part of the Intellectual Property infringes any intellectual
property rights of any third party; and
(e) The Technology Transfer Materials and Information constitute
all materials and information, including without limitation
all trade secrets, technical documents, technical information
and knowhow, in the possession or under the control of
Assignors associated with, related to or derived from the
Intellectual Property.
7. ASSIGNORS' INDEMNIFICATION
Anything in this Agreement to the contrary notwithstanding, Assignors
hereby agrees to indemnify Assignee for all losses, costs and expenses
(including reasonable attorneys fee) arising out of Assignors' breach
or default of any provision of this Agreement.
7
8. LIABILITY LIMITATION
In no event shall either party be liable to the other for any indirect,
incidental, special or consequential damages for loss of profits, data
or use, incurred by either party or any third party, whether in an
action in tort or contract or other grounds for liability, even if the
party has been advised of the possibility of such damages.
9. SEVERABILITY
This Agreement is subject to the restrictions, limitations, terms and
conditions of all applicable governmental regulations, approvals and
clearances. If any term or provision of this Agreement is held invalid,
illegal or unenforceable in any respect for any reason, that
invalidity, illegality or unenforceability shall not affect any other
term or provision hereof, and this Agreement shall be interpreted and
construed as if such term(s) or provision(s), to the extent the same
shall have been held to be invalid, illegal or unenforceable, had never
been contained herein.
10. FORCE MAJEURE
In the event that any act of a government, war conditions, labor
disputes, strikes, fire, flood, or other act of God, or any other cause
or condition beyond a party's control prevents any party from
performing in accordance with the provisions of this Agreement, such
nonperformance shall not be considered a breach or default so long as
the conditions prevail.
11. MISCELLANEOUS
11.1 Further Documents. Each party will, whenever and as often as it shall
reasonably be requested to do so by the other party, execute,
acknowledge and deliver, or cause to be executed, acknowledged and
delivered, any and all such further conveyances, assignments,
confirmations, satisfactions, releases, powers of attorney, instruments
of further assurances, approvals, consents, and any and all such
further instruments and documents as may be necessary, expedient or
proper to carry out the intent and purpose of this Agreement.
11.2 Notices. Any invoice, payment, confirmation of payment, notice, or
report required or permitted to be given under this Agreement shall be
in writing and shall either be personally delivered, sent by first
class mail, postage prepaid, or sent by guaranteed overnight courier
(such as Federal Express) postage prepaid, and addressed as follows:
8
If to Assignee: Balantum Oy
c/o Asianajotoimisto Waselius & Wist Oy
Xxxxxxxxxxxxxx 00 X, 00000
Xxxxxxxx, Xxxxxxx
Attention: Xxxxxx Xxxxxx, CEO
------------------
and a copy to:
Xxxxxx X. Xx Xxxxx, Esq.
Xxxxx & Xxxxx P.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
If to Assignors: Aquamax (International) Holding B.V.,
Locatellikade 1
Parnassustoren, 1076 AZ Amsterdam
X.X. Xxx 00000
0000 XX, Xxxxxxxxx
Xxx Xxxxxxxxxxx
Attention: _________________
and a copy to:
Xx. Xxxxx Xxxxxxx
Xxxxxx Xxxxxxx & Co
Xxxxxxxxxxxxxxxx 00
Xxxxxxxx, Xxxxxxx 00000
and
Xxxxxx Corporation N.V.
World Trade Center Curacao
Unit BC.II.01-04
Piscadera Bay, Willemstad
Curacao, Netherlands Antilles
Attention: _________________
and a copy to:
Xx. Xxxxx Xxxxxxx
Xxxxxx Xxxxxxx & Co
Xxxxxxxxxxxxxxxx 00
Xxxxxxxx, Xxxxxxx 00000
or to such other address or addresses as either party may later specify by
notice to the other party. All notices shall be effective on the date of
delivery if delivered personally, otherwise notices shall be effective three (3)
business days after dispatch.
9
11.3 Applicable Law. The parties agree that this Agreement shall be
considered to have been made in, and construed and interpreted in
accordance with the substantive laws of Finland, without regard to its
conflict or choice of law principles, except to the extent that any
rights in United States patents are licensed hereunder, the applicable
patent laws of the United states shall control.
11.4 Authority. Each person whose signature appears hereon warrants and
guarantees that he has been duly authorized or has full authority to
execute this Agreement on his behalf or on behalf of the entity on
whose behalf this Agreement is executed, as the case may be.
11.5 Independent Legal Advice. The parties acknowledge that they have been
advised or had the opportunity to be advised by their own independently
selected counsel and other advisors in connection with this Agreement
and enter into this Agreement solely on the basis of that advice and on
the basis of their own independent investigation of all of the facts,
laws and circumstances material to this Agreement or any provisions
thereof, and not in any manner or to any degree based upon any
statement or omission by the other party and/or its counsel.
11.6 Construction. Each party has cooperated in the drafting of this
Agreement. Hence, this Agreement shall not be construed against any
party on the basis that that party was the drafter. The headings are
for the convenience of the parties and are not to be used in construing
the meaning of any provision of this Agreement.
11.7 Waiver. Failure by either party to enforce any rights under this
Agreement shall not be construed as a waiver of such rights nor shall a
waiver by either party in one or more instances be construed as
constituting a continuing waiver or as a waiver in other instances.
11.8 Assignment. This Agreement and the rights of ASSIGNEE hereunder shall
be assignable by ASSIGNEE without requirement of any consent or
approval of Assignor.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
10
11.9 Entire Agreement. The terms and conditions contained in this Agreement,
constitute the entire agreement between the parties and supersede all
previous agreements and understandings, whether oral or written,
between the parties hereto, with respect to the subject matter of this
Agreement. No variation or modification of the terms of this Agreement,
nor any waiver of any of the terms or provisions hereof shall be valid
unless in writing and signed by an authorized representative of each
party. Nothing in this Agreement, whether express or implied, is
intended to confer any rights or remedies under or by reason of this
Agreement on any persons other than the parties hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the date(s) set forth below.
AQUAMAX (INTERNATIONAL) HOLDINGS B.V. XXXXXX CORPORATION N.V.
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxxx Xxxxxxxx
--------------------------------- ------------------------------------
Name: Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx
------------------------------- ----------------------------------
Date: 20 July 2001 Date: 20 July 2001
------------------------------- ----------------------------------
Title: Title:
------------------------------ ---------------------------------
NEWCO OCEAN POWER CORPORATION
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxxxx Xxxxxxx
--------------------------------- ------------------------------------
Name: Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxxx
------------------------------- ----------------------------------
Date: 20 July 2001 Date: 20 July 2001
------------------------------- ----------------------------------
Title: CFO Title: VP Ocean Power
------------------------------ ---------------------------------
11
Schedule A to Agreement
Patent applications and patents in the name of Aquamax Oy and Xxxxxx Corporation
entrusted to Xxxxxxx Oy Ab 1(3)
Status report of 28 June 2001
--------------------------------------------------------------------------------------------------------------------------------
Application App. Date of Patent No. Title Country Applicant/ Our Ref. Status
Date Xxxxx Xxxxxx
--------------------------------------------------------------------------------------------------------------------------------
916170 14.12.90 1.0.94 06961 Heat Exchanger FI Xxxxxx Corp. N.V. 36768 Valid until
14.12.2010
--------------------------------------------------------------------------------------------------------------------------------
92900876.1 16.12.91 12.3.97 0639097 XX Xxxxxx Xxxx. X.X. 00000 Xxxxx until
AT 0639097 16.12.2011
(publ.no.149857)
BE 0639097
CHILI 0639097
DE 069125193
DK 039097
ES 0639097
(publ.no.2100332)
FR 0639097 GB
0639097 GR
0639097 IT
0639097 LU
0639097 NL
0639097 SE
921900876.9
--------------------------------------------------------------------------------------------------------------------------------
90403/00 00.00.00 23.8.94 648858 Distillation apparatus AU Xxxxxx Corp. N.V. 39912 Valid until
16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
97867 16.12.91 27.4.90 61254 Distillation apparatus XX Xxxxxx Corp. N.V 39913 Valid until
16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
P/ 9107227 16.12.91 30.5.00 P/ 9107227 Distillation apparatus XX Xxxxxx Xxxx. X.X 00000 Valid until
16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
2090288 16.12.91 17.10.00 2098288 Distillation apparatus CA Xxxxxx Corp. N.V 39915 Valid until
16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
1727/00 00.00.00 8.9.97 213896 Distillation apparatus XX Xxxxxx Corp. N.V 39916 Valid until
16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
4.502093 16.12.91 26.3.99 2904582 Distillation apparatus XX Xxxxxx Corp. N.V 39917 Valid until
16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
93-701758 16.12.91 2.9.99 0232015 Distillation apparatus XX Xxxxxx Corp. N.V 39918 Valid until
16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
932177 16.12.91 24.11.97 301630 Distillation apparatus NO Xxxxxx Corp. N.V 39919 Valid until
16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
12
2(3)
--------------------------------------------------------------------------------------------------------------------------------
Application App. Date of Patent No. Title Country Applicant/ Our Ref. Status
Date Xxxxx Xxxxxx
--------------------------------------------------------------------------------------------------------------------------------
93-00829 16.12.91 30.4.98 113117 Distillation apparatus XX Xxxxxx Corp. N.V 39920 Valid until
16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
93044492.00 16.12.91 27.5.97 2080140 Distillation apparatus RU Xxxxxx Corp. N.V 39921 Valid until
16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
751416 16.12.91 23.6.98 5770020 Distillation apparatus US Xxxxxx Corp. N.V 39922 Valid until
16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
92900801.8 16.12.91 14.2.96 0639096 Distillation apparatus XX Xxxxxx Corp. N.V 39923 Valid until
AT 0679096 16.12.2011
(pub.no.134142)
BE 0639096
CHILI 0639096
DE 69117196 DK
0639096 ES 0639096
FR 0639096 GB
0639096 GR
3019023 IT
0639096 LU
0639096 NL
0639096 SE
92900801.9
--------------------------------------------------------------------------------------------------------------------------------
90663/00 00.00.00 4.5.95 655956 Distillation apparatus AU Xxxxxx Corp. N.V 39924 Valid until
16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
97866 16.12.91 3.11.99 61253 Distillation apparatus XX Xxxxxx Corp. N.V 39925 Valid until
16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
P/9107228 16.12.91 3.11.99 P/9107228 Distillation apparatus XX Xxxxxx Xxxx. X.X 00000 Valid until
16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
2098289 16.12.91 Distillation apparatus CA Xxxxxx Corp. N.V 39927 Issuance of
Official
Action Notice
of Allowance
is waited)
(Valid until
16.12.2011)
--------------------------------------------------------------------------------------------------------------------------------
1724/00 00.00.00 25.10.95 211016 Distillation apparatus XX Xxxxxx Corp. N.V Valid until
16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
4-501602 16.12.91 26.3.99 2904581 Distillation apparatus XX Xxxxxx Corp. N.V Valid until
16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
13
3(3)
--------------------------------------------------------------------------------------------------------------------------------
Application App. Date of Patent No. Title Country Applicant/ Our Ref. Status
Date Xxxxx Xxxxxx
--------------------------------------------------------------------------------------------------------------------------------
93-701759 16.12.91 2.9.99 0232014 Distillation apparatus XX Xxxxxx Xxxx. X.X. 00000 Xxxxx until
16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
93.2178 16.12.91 7.5.97 180519 Distillation apparatus XX Xxxxxx Xxxx. X.X. 00000 Xxxxx until
16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
93-00830 16.12.91 30.4.98 113118 Distillation apparatus XX Xxxxxx Xxxx. X.X. 00000 Xxxxx until
16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
93043874.00 16.12.91 10.4.97 2076762 Distillation apparatus RU Xxxxxx Corp. N.V. 39933 Valid until
16.12.2011
--------------------------------------------------------------------------------------------------------------------------------
075499 16.12.91 30.4.96 5512141 Distillation apparatus US Xxxxxx Corp. N.V. 39934 Valid until
30.4.2013
--------------------------------------------------------------------------------------------------------------------------------
41986/89 25.8.89 26.7.93 635718 A distillation apparatus AU Xxxxxx Corp. N.V. 38394 Valid until
25.8.2009
--------------------------------------------------------------------------------------------------------------------------------
PI8907612 25.8.89 24.11.98 PI890 A distillation apparatus XX Xxxxxx Xxxx. X.X. 00000 Xxxxx until
7612-5 25.8.2009
--------------------------------------------------------------------------------------------------------------------------------
509307/89 25.8.89 27.8.99 2972253 A distillation apparatus XX Xxxxxx Corp. N.V. 38396 Valid until
25.8.2009
--------------------------------------------------------------------------------------------------------------------------------
90-700848 25.8.89 29.1.94 70500 A distillation apparatus XX Xxxxxx Xxxx. X.X. 00000 Xxxxx until
25.8.2009
--------------------------------------------------------------------------------------------------------------------------------
4894840.26 25.8.89 15.1.94 2005530 A distillation apparatus RU Xxxxxx Corp. N.V. 38398 Valid until
25.8.2009
--------------------------------------------------------------------------------------------------------------------------------
113501 25.8.89 23.8.94 5340443 A distillation apparatus US Xxxxxx Corp. N.V. 38399 Valid until
25.8.2009
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89909775.2 25.8.89 10.8.94 0431030 A distillation apparatus EP Aquamax OY 38400 Valid until
25.08.2009
AT 0431030
BE 0431030
CH+LI 0431030
DE 68917470
FR 0431030
GB 0431030
IT 0431030
LU 0431030
NL 0431030
SE 89909775.2
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14
PATENT FAMILY LISTING as at 28 June 2001
----------------------------------------
TITLE OF THE INVENTION: "Lammonvaihtimien kanfoteline ja hoyrykupu - Rack
bearing heat exchangers and a steam dome to arranged in connection with said
rack"
APPLICATNT/OWNER: Xxxxxx Corporation N.V.
Finnish Patent Application NO. 991408 ( the Priority Application)
- Filed on 21 June 1999
- Granted on 15 May 2000
- Patent No. 104957
Finnish Patent Application NO. 19991797 (claims Priority over the FI991408
application)
- Filed on 24 August 1999
- First official Action issued on 24 February 2000, response filed on 7
March 2000
- Published on 21 December 2000
International Patent Application No. PCT FI00/00302)
- Filed on 12 April 2000
- International Publication No. WO 00/79204, published on 28 December 2000 -
Written Opinion issued on 1 June 2001; eventual response to be filed on 31 July
2001 - National Phase entered into by 21 December 2001 (30 months from Priority
Date)
ANNEX
FILES
Number 1. MEV 100/200
1/2 1. Catalogue
2. PI-Schemes
3. Cost estimates
4. Calculations
5. Other information
6. Sketches
7. Visualised image
8. Equipments, offers
Number 2.MEV 100/200
2/2 9. Drawings
Number 3. MEV 60/1000
1/1 1. Catalogue
2. MEV-60, main drawings, cost estimates
3. MEV-100, main drawings, cost estimates
4. MEV-200, main drawings, cost estimates
5. MEV-300, main drawings, cost estimates
6. MEV-450, main drawings, cost estimates
7. MEV-700, main drawings, cost estimates
8. MEV-1000, main drawings, cost estimates
9. Offers, other information
Number 4. MEH Schemes, estimates
1/1 1. Catalogue
2. PI-Schemes
3. Cost estimates
4. Calculations
5. Other information
6. Sketches, drawings
9. 7. Equipments, offers
Number 5. MVR 100
1/1 1. Catalogue
8. PI-Schemes
9. Cost estimates
10. Calculations
11. Other information
12. Sketches, drawings
13. Equipments, offers
15
Number 6. ME Miscellaneous
1/1 1. Simulointi (simulation)
2. PI-Schemes, drawings
3. Cost calculations
4. "
5. Electrical drawings
6. Instrumentation
10. Tarjoukset (offers)
11. kustannusarviot (cost calculations)
12. kirjeencaihto (correspondence)
Number 7. Waterfactories
1/1 1. Catalogue
2. Machines
3. Lay-out drawings
4. Quotations
Number 8. Companies, patents, assignments
1/1 - Board resolution
Aquamax (International) Holdings B.V.
- Shareholder's resolution
Aquamax (International) Holdings, B.V.
- Board resolution of the managing director of
Xxxxxx Corporation N.V.
- Shareholders' resolution
Xxxxxx Corporation N.V.
- Patenttiliettelo (patent list) - Patent
family listing 28.6.2001 -
kaupparekisteriote (extract of the trade
register) Mustix Oy
- Patenttihakemusten siirrot (assignments of
the applications) From Xxxxxx Corporation NV
to Hadwaco Ltd 2.7.2001
Number 9. Index Waterfactories
1/1 1. Aquamax Algeria Water Factory
2. Self Powered Fresh Water Factory Barge
3. Outline Specification for a 10,000 tons/day
Autonomous Aquamax Desalination Barge
4. Aquamax Water Factories )9.11.2000)
5. Aquamax Floating Water Factory, outline specifications
6. Aquamax Water Factory, co-operative partnership (12.10.2000)
7. MV-100 Process description (6.3.1996 HJ)
8. MED-8-1000 Process description (11.12.1996 HJ)
16
9. Offers 269 and 271. Floating 7.500 m3/d. Plot Plan and Pakistan
5 x MVC-900= 4.500 m3/d. Self cost price etc.
10. Desalination plant on Site
11. Desalination plant Para-Delta
12. Desalination plants (Floating installation) 12MVR-evaporation
units
13. Aquamax Water Factory Business Plan 26.2.1988
14. Xxxxxx Investments Co Ltd, offer 13 MVR 1000 units on Barge
15. Desalination plants Floating installation
16. Aquamax desalination Barge
Para-Delta 11 x VC 1000+1 x MED 6-600
17. Aquamax desalination Barge Para UNO 10,000 TS/day
18. A Xxxxxx Investment Ltd offer of 15,000-20,000 m3/day floating
Plants. Contract 39/98/68 (different options)
19. Cummins Wartsila (Cyprus Desal Plant)
20. Bottling plant equipment
Number 10. Aquamax Miscellaneous
o Patenttien siirtopaperit (assignments documents)
o Patenttihakemuksia (the patent applications)
o Myinnettyja patentteja
Number 11. Xxxxxx Corporation N.V.
Patent Documents>1999
- Patentti papereita (patent documents)
Number 12. ME 100-1000 Horizontal
ME 100-700 Vertical
- PI-Drawings
- Cost Calculations
- Flow calculations
Number 13. Patents - Patentteja (patents)
17
PATENT FAMILY LISTING as at 28 June 2001
TITLE OF THE INVENTION: "Lammonvaihtoelementti - Heat exchanger element"
APPLICANT/OWNER: Xxxxxx Corporation N.V. (except for the International
Application)
Finnish Patent Application No. 941100 ( the Priority Application)
- Filed on 9 March 1994
- Granted on 26 May 1995
- Patent No. 93773
IN THE NAME OF OY SHIPPAX LTD:
International Patent Application No. PCT/FI95/00051)
- Filed on 6 February 1995
- International Publication No. WO 95/47465, published on 29 October 1995
- National Phase entered into by 9 September 1996 (30 months from Priority
Date)
NATIONAL PHASE OF PCT/FI95/00051 (in the name of Xxxxxx Corporation N.V.)
Australian Patent Application No. 15793/95
- Filed on 9 September 1996
- Granted on 9 April 1998
- Patent No. 684605
Brazilian Patent Application No. PI 9507020-6
- Filed on 9 September 1996
- Granted on 16 November 1999
- Patent No. PI 9507020-6
- Transfer to Xxxxxx Corporation N.V. not yet registered
Canadian Patent Application No. 2,183,656
- Filed on 19 August 1996
- quest for Examination not yet filed; to be filed at the latest by 6
February 2002
Chinese Patent Application No. 95192018.9
- Filed on 9 September 1996
- Granted on 8 April 1999
- Patent No. 95192018.9
European Patent Application No. 95907670.4
- Filed on 15 August 1996
- Granted on 5 January 2000
- Patent No. 0749342
- Registered in the following countries as national patents:
British Patent No. 0749342
French Patent No. 0749342
German Patent No. 695I4335.2.08
Greek Patent No. 3032713
Italian Patent No. 749342
Portuguese Patent No. 749342
Spanish Patent No. 000000
Xxxxxxxx Patent Application No. 7-523256
- Filed on 19 August 1996
- Instructions given to the Japanese attorney to file the Request for
Examination at their convenience; to be filed at the latest by 6 February
2002
18
Russian Patent Application No. 96118279
- Filed on 13 September 1996
- Granted on 27 July 1999
- Patent No. 2144936
U.S. Patent Application No. 08/693,299
- Filed on 16 August 1996
- Granted on 30 September 1997
- Patent No. 5,671,804
19
Schedule B to Agreement
INVESTMENT REPRESENTATIONS
Each Assignor hereby represents and warrants as follows:
1. as of the date hereof it is:
1.1 a natural person whose individual net worth, or joint net worth
together with such person's spouse, exceeds $1,000,000 at the time of
purchase;
1.2 a natural person with individual income in excess of $200,000 in each
of the two most recent years or joint income with such person's spouse
in excess of $300,000 in each such year and with a reasonable
expectation of reaching the same level of income in the current year;
1.3 an employee benefit plan with total assets in excess of $5,000,000
which is established or maintained by a state, political subdivision or
their agencies or instrumentalities;
1.4 an organisation as described in Section 501(C) (3) of the Internal
Revenue Code, corporation, Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of acquiring the
Consideration Stock, with total assets in excess of $5,000,000;
1.5 a trust with assets in excess of $5,000,000, not formed for the
specific purpose of acquiring the Consideration Stock, whose purchase
is directed by a person who has such knowledge and experience in
financial and business matters that he is capable of evaluating the
merits and risks of an investment in the Consideration Stock; or
1.6 an entity in which all of the equity owners meet one or more of the
above criteria.
2. it is acquiring the Consideration Stock for investment purposes only,
solely for its own account and not with a view to, or for resale in
connection with, the distribution or other disposition thereof in
violation of any federal or state securities laws;
3. it's knowledge and experience in financial and business matters is such
that it is capable of evaluating the merits and risks of its investment
in the Consideration Stock, and has made its own independent valuation
with respect to the value of the Consideration Stock;
4. it understands that the Consideration Stock is a speculative investment
which involves a high degree of risk of loss of the investment therein,
its financial situation is such that it can afford to bear the economic
risk of holding the Consideration Stock acquired by it hereunder for an
indefinite period of time, it has adequate means for providing for its
current needs and contingencies and can afford to suffer the complete
loss of the investment in the Consideration Stock;
5. it and it's representatives, including its financial, tax, legal and
other advisers, have carefully reviewed all documents furnished to them
in connection with the investment in the Consideration Stock, and
understand and have taken cognisance of all the risk factors related to
such investment, and no representations or warranties have been made to
it or it's representatives concerning such investment or OPC, its
prospects or other matters;
6. it and its representatives have been given the opportunity to examine
all documents and to ask questions of, and to receive answers from, OPC
and its representatives concerning the terms and conditions of the
acquisition of the Consideration Stock and the business of OPC and to
obtain any additional information which it or its representatives deem
necessary to verify the accuracy of the information that has been
provided to it in order for it to evaluate the merits and risk of the
investment in the Consideration Stock;
20
7. it understands that no federal agency (including the Securities and
Exchange Commission), state agency or foreign agency has made or will
make any finding or determination as to the fairness of an investment
in the Consideration Stock (including as to the purchase price); and
8. it is not a US Person (as defined in the Securities Act of 1933, as
amended (the "Securities Act")).
9. it understands that the offer and sale of the Consideration Stock have
not been registered under the Securities Act, by virtue of Section 4(2)
of the Securities Act, or under the securities laws of any state of the
United States or of any foreign jurisdiction;
10. it understands that no resales of the Consideration Stock may be
effected unless the resale of such Consideration Stock is registered
under the Securities Act or an exemption therefrom is available and all
applicable state and foreign securities laws are complied with;
the certificates representing the Consideration Stock acquired by it
hereunder:
THE COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER SECURITIES LAWS. SUCH
CONSIDERATION STOCK MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM SAID ACT OR SUCH OTHER LAWS
AND, IF REQUESTED BY THE ISSUER, AN OPINION OF COUNSEL SELECTED BY THE HOLDER
AND REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT
REQUIRED, OR IS EXEMPT FROM SAID ACT OR SUCH OTHER LAWS.
12. it understands that a notation shall be made in the appropriate records
of OPC, indicating that the Consideration Stock is subject to
restrictions on transfer and appropriate stop-transfer instructions
will be issued to the securities transfer agent with respect to the
Consideration Stock.
