AMENDMENT TO INTELLECTUAL PROPERTY AND ASSET PURCHASE AGREEMENT
Exhibit 2.2
AMENDMENT TO INTELLECTUAL
PROPERTY AND ASSET PURCHASE AGREEMENT
THIS AMENDMENT TO INTELLECTUAL
PROPERTY AND ASSET PURCHASE AGREEMENT (“Amendment”) is to have effect and
is dated for reference as of the 25th day of
October, 2007
BETWEEN:
Xxxxxxxx
Capital, Inc., a company duly incorporated under the laws of the British Virgin
Isles and having its’ offices at c/o First Independent Trust (Curacao) N.V. 7
Xxxxxxx de Xxxxxxxxxx X.X. Xxx 000, Xxxxxxx, Xxxxxxxxxxx Antilles
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(hereinafter
called “Xxxxxxxx”)
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OF
THE FIRST PART
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AND:
Syntec
Biofuel, Inc., a company duly incorporated under the laws of the State of
Washington, USA and having corporate offices at #206, 000 Xxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxx
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(hereinafter
called “Syntec”)
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OF
THE SECOND PART
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(Xxxxxxxx
and Syntec jointly referred to as the ‘Parties’)
WHEREAS,
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1.
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Xxxxxxxx
and Syntec entered into an Intellectual Property and Asset Purchase
Agreement (“Agreement”) on September 28, 2007 in which Xxxxxxxx agreed to
sell the operational assets, including but limited to the laboratory
equipment, the furniture, fixtures and equipment in the laboratory at 0000
Xxxxxxxx Xxxxx, Xxxxxxx (the “Assets”) and co-ownership of the
Intellectual Property relating to a method for producing catalysts and
processes for the manufacture of lower aliphatic alcohol from syngas (the
‘I.P.”) for 11,000,000 common
shares.
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2.
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The
value of co-ownership of the I.P. was questioned by Syntec’s counsel as
creating future conflict of interest and Xxxxxxxx agrees to transfer to
Syntec, 100% ownership of the I.P.
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3.
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The
Parties would like to amend the Agreement
accordingly.
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NOW, THEREFORE, that in
consideration of the mutual covenants herein contained and for good and valuable
consideration, the Parties agree as follows:
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1.
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Paragraph
3.1 (b) is hereby deleted and the following
inserted:
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“b) 100%
ownership, including the copyright, in and to the I.P.”
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2.
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Paragraph
3.2 is hereby deleted and the following
inserted:
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“Unrestricted
use. Pubco may use the I.P in any manner in its sole
unfettered discretion.”
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3.
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Paragraph
3.3 is hereby deleted and the following
inserted:
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“Ownership. All
proprietary and intellectual property rights, title and interest including
copyright in and to the original and all copies of the I.P. and patent pending
and the documentation or any changes or modifications made to the I.P. or
related documentation as provided to Pubco shall be owned solely by
Pubco.
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4.
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Paragraph
3.4 is hereby deleted.
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5.
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Paragraph
3.6 is hereby deleted.
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6.
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Paragraph
5.2 is hereby deleted and the following
inserted:
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“Retention
of Rights. All proprietary and intellectual property rights,
title and interest including copyright in and to the original and all copies of
the I.P. and patent pending and the documentation or any changes or
modifications made to the I.P. or related documentation as provided to Pubco
shall be owned solely by Pubco.
IN WITNESS WHEREOF this
Amendment has been executed as of the day and year first above
written.
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SIGNED,
SEALED AND DELIVERED
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XXXXXXXX
CAPITAL INC.
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/s/Xxxxx
Xxxxxxx
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Authorized
Signatory
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SIGNED,
SEALED AND DELIVERED
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)
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/s/Xxxxxxx
Xxxxxxx
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)
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Authorized
Signatory
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)
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