EXCLUSIVE FULLY PAID UP LICENSE AGREEMENT Between GREEN OIL PLANTATIONS LTD. And BIOPOWER OPERATIONS CORPORATION January 27, 2011
Between
GREEN
OIL PLANTATIONS LTD.
And
BIOPOWER
OPERATIONS CORPORATION
January
27, 2011
1
This
Agreement (the "Agreement"), dated January 27, 2011 (the Effective Date) is
entered into by and between Green Oil Plantations Ltd., a United Kingdom
corporation and their affiliates, associates and successors (“Licensor” and
“Green Oil”), UK Head Office: Xxx Xxxxxxxxxx Xxxxxx, Xxxxxxx Xxxx, Xxxxxxxxxx,
XX0 0XX, XX, Company number: 07205772, registered in England and Wales with a
registered address at 0 Xxxxxxx Xxxx, Xxxxx Xxx, Xxxxxxxxx, XX0 0XX, Xxxxxxx and
BioPower Operations Corporation, a Nevada corporation, collectively, (“Licensee”
and “BioPower”) located at 0000 Xxxxx Xx. Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxx
00000 XXX.
WHEREAS, Licensor produces
high-density, short-rotation biomass crops on a commercial scale using
proprietary integrated farming methodologies and which can be harvested and sold
as wood chips or wood pellets for conversion to electricity or bio fuels and,
can provide Plantation Consulting, Soil Testing and Audit Services, Site
Inspection/Assessment, Nursery Establishment and Management, Plantation
Establishment and Management (including advanced pruning techniques), Financial
Feasibility Studies (capital, running costs, cash flow projections), Advanced
Jatropha Pruning/Harvesting Techniques (in over twenty countries around the
world), Enhancing Production in Poorly Producing Plantations, Location and
Assessment of Profitable Bio Fuel Investment Projects, Development of Jatropha
Bio Fuel, Biomass, and Renewable Energy Strategies, GPS Directed Mechanical
Planting, Harvesting & Pruning System Feedstock, and
WHEREAS, Licensor can produce
from biomass power, steam, hydrogen, transport fuel, fertilizers, pesticides,
chemicals and other important products through advanced technologies,
and
WHEREAS, Licensor has certain
rights to the use of various technologies and processes, and
WHERAS, Licensee agrees to
establish Green Oil Plantations Americas, as a wholly-owned subsidiary of
BioPower to collaborate with Licensor in developing biomass projects in the
exclusive territories, and
WHEREAS, Licensor has agreed
to grant and Licensee has agreed to take, an exclusive license, for a territory,
to the rights relating to certain development, planting, project management,
manufacturing, processing, marketing and the sale of products produced through
the use of Licensor’s proprietary processes on the terms set out in this
agreement.
NOW, THEREFORE, Licensor and
Licensee agree as follows:
Agreed
terms
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1.
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DEFINITIONS
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1.1
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The
following are the defined terms as used in this
agreement.
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Business Day: a day other than
a Saturday and a Sunday on which banks in the United States are open for
business.
2
Common Stock: BioPower is a
privately held company which intends to file an S-1 registration statement to go
public on the U.S. markets. The common stock issued will bear a
legend that it has not been registered. A two (2) year lock-up
agreement will be a condition of the issued Common stock.
Exclusive Territory: Xxxxx Xxxxxxx, Xxxxxxx
Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxxxxx and U.S. Territories.
Field of
Use: Production of (i) high-density,
short-rotation biomass crops on a commercial scale using a proprietary
integrated farming methodology, (ii) power, steam, hydrogen, transport fuel,
fertilizers, pesticides, chemicals and other important products through advanced
gasification; steam technologies and any and all other technologies and (iii)
plantation consulting, soil testing and audit site inspection/
assessment, nursery establishment and management, plantation establishment and
management (including advanced pruning techniques), financial feasibility
studies (capital, running costs, cash flow projections), advanced Jatropha
pruning / harvesting techniques, enhancing production in presently poorly
producing plantations, location and assessment of profitable bio fuel investment
projects, development of Jatropha bio fuel, biomass, and renewable energy
strategies and GPS directed mechanical planting, harvesting & pruning system
feedstock.
Gross
Revenue: defined as the total amount of revenue paid to
Licensee less the costs for producing the revenue resulting from the use of
Licensed Technologies.
Improvement: any improvement, enhancement
or modification to the Licensed Technologies.
License: a fully
paid up exclusive license for fifty (50) years for the Exclusive
Territory.
Licensed Technologies: any and
all technologies and processes, either owned by Licensor, patented by Licensor
or in which Licensor may have license rights to, and to which Licensor has the
right to sub license in the Exclusive Territory. Said Licensed Technologies are
attached hereto and made a part thereof, as Schedule I.
Quarterly Period: the standard
quarterly period of three (3) calendar months
Royalty Rate: an agreed percentage of the
annual Gross Revenue of Green Oil Plantations Americas.
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1.2
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Clause
headings shall not affect the interpretation of this
agreement.
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1.3
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A
person includes a
corporate or unincorporated body (whether or not having separate legal
personality).
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1.4
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Words
in the singular shall include the plural and vice
versa.
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1.5
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A
reference to one gender shall include a reference to the other
genders.
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3
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1.6
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A
reference to a law is a reference to it as it is in force for the time
being, taking account of any amendment, extension, application or
re-enactment and includes any subordinate legislation for the time being
in force made under it.
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1.7
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Writing or written includes fax or
email.
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Grant
of License
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2.1
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The
Licensor hereby grants to the Licensee an exclusive license under the
Field of Use, to use the Licensed Technologies in the Territory for a
period of fifty (50) years in exchange for one million (1,000,000) fully
paid shares of Common Stock of BioPower. Licensor and Licensee
have agreed that this License shall be operated by BioPower under a
Corporation to be formed in the State of Florida named Green Oil
Plantations Americas Inc.
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2.2
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Licensee
has the responsibility to arrange funding for all projects hereunder on a
project by project basis.
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2.3
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Licensor
and Licensee intend to form 50-50 joint ventures on a project by project
basis.
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2.4
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The
Licensee shall only have the right to grant sub-licences under this
agreement to a subsidiary or joint venture companies of the
Licensee.
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2.5
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The
Licensor shall retain ownership of and the management of any brands
relating to its business and shall allow the Licensee to use such brands
provided that the Licensee complies with all instructions of the Licensor
in respect of the use of the same.
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2.6
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No
further right or licence is granted by the Licensor to the Licensee by
this agreement, save as expressly set out in this Clause
2.
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2.7
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Provided
that the Licensee retains an exclusive licence in respect of the Licensed
Technologies, the Licensor undertakes, during the term of this agreement
not to exploit the Licensed Technologies in the Territory in the Field of
Use, or to purport to grant others the right to do
so.
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Obligations
of the Licensee
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3.1
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The
Licensee shall comply with all requirements of the Licensor as to the use
of any and all brand relating to the business of the
Licensor.
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3.2
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The
Licensee shall use its best endeavours to promote and develop projects
with the Licensor throughout the
Territory.
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4.
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Further
Licences
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The
Licensor agrees to include any and all additional technologies and
processes that it may develop or gain access to in the future and that may
enhance the business of the Licensee relative to the Field of Use in the
Territory. Any such technologies and processes shall be included,
from time to time and when relevant, in this Agreement on the attached Schedule
One and will be attached hereto and made a part
thereof.
4
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Provision
of know-how
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The
Licensor shall make available to the Licensee such know-how relating to
the Licensed Technologies as the Licensor may reasonably consider being
necessary for the purposes of the Licensee properly developing and
managing projects in the Exclusive
Territory.
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5.2
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The
know-how supplied by the Licensor under Clause 5.1 shall be used by the
Licensee only for the purpose of the development of projects in the
Exclusive Territory, in the Field of Use and shall be subject to the
provisions of Clause 8.
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Improvement
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If
the Licensee at any time develops any Improvement or gains access to any
new technology or process to enhance the Field of Use it shall, to the
extent that it is not prohibited by law or by any obligation to any other
person, promptly notify the Licensor in writing, giving details of the
Improvement or new technology or process and shall provide to the Licensor
such information as it shall reasonably require to be able effectively to
evaluate the Improvement or new technology or process. Should the Licensor
then so request, the Licensee shall grant to the Licensor a non-exclusive
irrevocable world-wide license without limit of time with the right to
assign and to grant sub-licenses thereunder in respect of that Improvement
or new technology or processes.
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Confidentiality
and indemnification
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The
Licensee undertakes that it shall keep (and it shall procure that its
respective directors and employees keep) secret and confidential all
know-how relating to the Licensed Technologies and any information
(whether or not technical) of a confidential nature to the Licensor
communicated to it by the Licensor, either preparatory to, or as a result
of, this agreement, and shall not disclose the same or any part of the
same to any person other than its directors or employees directly or
indirectly concerned in the development of projects, provided that, before
any such disclosure takes place, the Licensee shall procure that each of
the directors and employees concerned shall execute a confidentiality
undertaking with the Licensor in a form approved by the Licensor, such
approval not to be unreasonably
withheld.
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7.2
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The
provisions of Clause 7.1 shall not apply to such know-how and information
as the Licensee:
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(a)
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can
prove to have been in its possession at the date of receipt, or which
becomes public knowledge otherwise than through a breach of an obligation
of confidentiality owed (whether directly or indirectly) to the Licensor;
or
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(b)
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is
necessarily disclosed as a result of the marketing of, developing or
management of any project.
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7.3
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The
Licensee shall, at the request of the Licensor but at the expense of the
Licensee, take such steps as the Licensor may require to enforce any
confidentiality undertaking given by a director or employee of the
Licensee including, in particular but without limitation, the initiation
and prosecution of any legal proceedings and the enforcement of any
judgment obtained. All such steps to be taken by the Licensee shall be
taken as expeditiously as possible and the Licensee agrees that, in
respect of its obligation to enforce confidentiality undertakings, time
shall be of the essence in complying with the requirements of the
Licensor.
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5
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7.4
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The
provisions of this Clause 7 shall remain in force notwithstanding expiry
or earlier termination of this
agreement.
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7.5
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LICENSOR
shall indemnify, defend and hold LICENSEE harmless from and against any
and all Losses resulting from or arising out of the negligence or wilful
misconduct of LICENSOR in the performance of its obligations under this
Agreement. Without limiting the generality of the foregoing,
LICENSOR shall indemnify, defend and hold LICENSEE harmless from and
against any losses relating to product liability claims solely with
respect to LICENSOR Products which may be purchased, designed, developed
and manufactured solely and independently by
LICENSOR.
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7.6
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LICENSEE
shall indemnify, defend and hold LICENSOR harmless from and against any
losses resulting from or arising out of the negligence of wilful
misconduct of LICENSEE in performing its obligations under this Agreement.
Without limiting the generality of the foregoing, LICENSEE shall
indemnify, defend and hold LICENSOR harmless from and against any losses
resulting from any defect or deficiency with respect to any LICENSEE
contribution which is the subject of the cooperative efforts pursuant to
this Agreement.
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7.7
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A
Party seeking indemnification (the "Indemnified Party") pursuant to this
Section shall notify, in writing, the other Party (the "Indemnifying
Party") within fifteen (15) days of the assertion of any claim or
discovery of any fact upon which the Indemnified Party intends to base a
claim for indemnification. An Indemnified Party's failure to so notify the
Indemnifying Party shall not, however, relieve the Indemnifying Party from
any liability under this Agreement to the Indemnified Party with respect
to such claim except to the extent that such Indemnifying Party is
actually denied, during the period of delay in notice, or materially
prejudiced with respect to, the opportunity to remedy or otherwise
mitigate the event or activity(ies) giving rise to the claim
for indemnification and thereby suffers or otherwise
incurs additional quantifiable damages as
a result of such failure. The
Indemnifying Party, while reserving the right to contest its obligations
to indemnify hereunder, shall be responsible for the defense of any claim,
demand, lawsuit or other proceeding in connection with which the
Indemnified Party claims indemnification hereunder. The Indemnified Party
shall have the right at its own expense to participate jointly with the
Indemnifying Party in the defense of any such claim, demand, lawsuit or
other proceeding, but with respect to any issue involved in such claim,
demand, lawsuit or other proceeding with respect to which the Indemnifying
Party has acknowledged its obligation to indemnify the Indemnified Party
hereunder, the Indemnifying Party shall have the right to select counsel,
settle, try or otherwise dispose of or handle such
claim, demand, lawsuit or
other proceeding on such terms as the Indemnifying
Party shall deem appropriate, subject to any reasonable objection of the
Indemnified Party.
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Royalty
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In
consideration of the rights granted under Clause 2, the Licensee shall pay to the
Licensor royalties, on each twelve month time period, first calculated
from the date of execution of this Agreement, and calculated on a scale as
follows:
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(a)
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Five
percent (5%) of the first $50,000,000.00 of Gross Revenue, or any part
thereof,
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(b)
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Three
percent (3%) of the second $50,000,000.00 of Gross Revenue, or any part
thereof
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6
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(c)
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One
percent (1%) of any and all Gross Revenue over
$100,000,000.00.
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Five
percent (5%) will be the licensee fee on the first $50,000,000.00 of Gross
Revenue providing that Green Oil Plantations Ltd. never charges anyone else a
lesser percentage, and if so, then the five percent (5%) will revert to the
lowest of any percentage Green Oil Plantations Ltd. charges for a Royalty or
License Fee.
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8.2
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Royalties
payable under this agreement shall be paid in US Dollars within
thirty (30) days of the end of each Quarterly
Period.
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8.3
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At
the same time as payment of royalties’ falls due, the Licensee shall
submit or cause to be submitted to the Licensor a statement in writing
recording the calculation of such royalties’ payable and
due.
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8.4
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The
Licensee shall keep proper records and books of account and be open at all
times to inspection and audit by the Licensor (or its duly authorised
agent or representative), who shall be entitled to take copies of or
extracts from the same. If such inspection or audit should reveal a
discrepancy in the royalties paid from those payable under this agreement,
the Licensee shall immediately make up the shortfall and reimburse the
Licensor in respect of any professional charges incurred for such audit or
inspection.
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8.5
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The
provisions of this Clause 8 shall remain in effect notwithstanding
termination or expiry of this agreement until the settlement of all
subsisting claims by the Licensor.
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Protection
of the Licensed Technologies
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9.1
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In
the event that:
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(a)
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any
Licensed Technology is attacked or opposed;
or
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(b)
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any
application for a patent is made by or any patent is granted to a third
party by reason of which the third party may be granted, or may have been
granted, rights which conflict with any of the rights granted to the
Licensee under any Licensed Technology;
or
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(c)
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any
unlicensed activities are carried on by any third party which could
constitute an infringement of any Licensed Technology;
or
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(d)
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any
application is made for a compulsory licence under any Licensed
Technology,
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the party
becoming aware of such a matter shall immediately notify the other of it and
upon the request of one party the other shall join it in taking all such steps
(if any) as may be desirable for the protection of the rights of the Licensor
under the Licensed Technologies. The expenses incurred in taking such steps and
any profits or damages which may be obtained shall be (in the absence of
agreement to the contrary) for the account of the Licensor.
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Duration
and termination
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10.1
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This
agreement shall come into force on the date on which it is signed by both
parties and shall, unless determined in accordance with clause 12.2,
remain in force.
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The
Licensor shall have the right to terminate this agreement immediately by
notice in writing to the Licensee after two (2) years in the event
that:
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7
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(a)
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the
Licensee fails to perform or observe any of its obligations under this
agreement, provided that, in a case where the Licensor considers the
breach to be remediable, such notice from the Licensor shall also require
the Licensee to remedy such breach and if the Licensee so remedies within
90 days of such notice being served, such notice to terminate this
agreement shall be deemed to be void and of no effect;
or
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(b)
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an
interim order is applied for or made, or a voluntary arrangement approved,
or a petition for a bankruptcy order is presented or a bankruptcy order is
made against the Licensee, or a receiver or trustee in bankruptcy is
appointed of the estate of the Licensee or a voluntary arrangement is
proposed or approved or an administration order is made, or a receiver or
administrative receiver is appointed of any of the assets or undertaking
of the Licensee, or a winding-up resolution or petition is passed or
presented (otherwise than for the purposes of solvent reconstruction or
amalgamation) or any circumstances arise which entitle the court or a
creditor or the company or its directors to appoint a receiver,
administrative receiver or administrator or to present a winding-up
petition or make a winding-up order, or other similar or equivalent action
is taken against or by the Licensee by reason of its insolvency or in
consequence of debt.
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10.3
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In
the event of expiry or termination of this agreement howsoever arising,
and subject to any express provisions set out elsewhere in this
agreement:
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(a)
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all
outstanding sums payable by the Licensee to the Licensor shall immediately
become due and payable;
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(b)
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all
rights and licences granted pursuant to this agreement shall
cease;
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(c)
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the
Licensee shall cease all and any exploitation of the Licensed Technologies
and of any know-how provided by the Licensor to the Licensee, except
insofar as such know-how ceases or has ceased to be confidential, unless
this is or was as a consequence of the default of the
Licensee;
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(d)
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the
Licensee shall co-operate with the Licensor in the cancellation of all or
any licences registered pursuant to this agreement and shall execute such
documents and do all acts and things as may be necessary to effect such
cancellation;
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(e)
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the
Licensee shall return promptly to the Licensor all technical and
promotional material in its possession relating to the Product and the
know-how, and all copies of such material to the extent such material
remains confidential; and
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10.4
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The
Licensee shall have the right to terminate this agreement immediately by
notice in writing to the Licensor after two (2) years in the event
that:
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(a)
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the
Licensor fails to perform or observe any of its obligations under this
agreement, provided that, in a case where the Licensee considers the
breach to be remediable, such notice from the Licensee shall also require
the Licensor to remedy such breach and if the Licensor so remedies within
ninety (90) days of such notice being served, such notice to terminate
this agreement shall be deemed to be void and of no effect;
or
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8
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(b)
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an
interim order is applied for or made, or a voluntary arrangement approved,
or a petition for a bankruptcy order is presented or a bankruptcy order is
made against the Licensor, or a receiver or trustee in bankruptcy is
appointed of the estate of the Licensor or a voluntary arrangement is
proposed or approved or an administration order is made, or a receiver or
administrative receiver is appointed of any of the assets or undertaking
of the Licensor, or a winding-up resolution or petition is passed or
presented (otherwise than for the purposes of solvent reconstruction or
amalgamation) or any circumstances arise which entitle the court or a
creditor or the company or its directors to appoint a receiver,
administrative receiver or administrator or to present a winding-up
petition or make a winding-up order, or other similar or equivalent action
is taken against or by the Licensor by reason of its insolvency or in
consequence of debt, and
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(c)
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any
failure on the part of Licensor to provide an economically feasible proven
business model for growing biomass crops and selling products derived from
such biomass.
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10.5
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The
expiry or termination of this agreement for any reason shall be without
prejudice to the provisions of this Clause 10 and to any rights of either
party which may have accrued by, at or up to the date of such
termination.
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Assignment
and transfer of Licensed
Technologies
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11.1
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The
Licensee shall not assign, transfer, mortgage, charge, encumber or
otherwise deal in any other manner with this agreement or any of its
rights and obligations under this agreement, or purport to do any of the
same.
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11.2
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Should
the Licensor seek to transfer its ownership of the Licensed Technologies
to any other person then it shall serve written notice on the Licensee
advising it of:
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(a)
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the
fact that it wishes to transfer the Licensed Technologies and to whom;
and
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(b)
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the
terms by which it intends to transfer the Licensed
Technologies,
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and the
Licensee shall have the first option to acquire the ownership of the Licensed
Technologies on terms no less favourable than those being offered to the other
party to whom the Licensor wishes to transfer the Licensed
Patents. .
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12.
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Unenforceability
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12.1
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If
any provision of this agreement (or part of any provision) is found by any
court or other body of competent jurisdiction to be invalid, unenforceable
or illegal, the other provisions shall remain in
force.
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12.2
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If
any invalid, unenforceable or illegal provision would be valid,
enforceable and legal if some part of it were deleted, the provision shall
apply with whatever modification is necessary to give effect to the
commercial intention of the
parties.
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Waiver
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No
failure or delay by a party to exercise any right or remedy provided under this
agreement or by law shall constitute a waiver of that (or any other) right or
remedy. No single or partial exercise of such right or remedy shall preclude or
restrict the further exercise of that (or any other) right or
remedy.
9
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Variation
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No
variation or agreed termination of this agreement or of any document referred to
in it shall be effective unless it is in writing and signed by or on behalf of
each of the parties.
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Further
assurance
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The
parties shall (at their own expense) use all reasonable endeavours to procure
that any necessary third party shall execute such documents and perform such
acts as may reasonably be required for the purpose of giving full effect to this
agreement.
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Entire
agreement
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16.1
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This
agreement (and any document referred to in it) constitutes the whole
agreement between the parties and supersedes all previous agreements
between the parties relating to its subject
matter.
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16.2
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Each
party acknowledges that, in entering into this agreement (and any document
referred to in it), it has not relied on, and shall have no right or
remedy in respect of, any statement, representation, assurance or warranty
(whether made negligently or innocently) other than as expressly set out
in this agreement.
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16.3
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Nothing
in this Clause 16 shall limit or exclude any liability for
fraud.
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17.
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Notice
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17.1
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Any
notice required to be given hereunder by either party to the other shall
be in writing and shall be served by sending the same by registered or
recorded delivery post or facsimile to the registered office of the other
party or to such other address as that party may have previously notified
to the other as being the address for such service. Any notice sent by
mail or email shall be deemed (in the absence of evidence of earlier
receipt) to have been delivered five (5) days after being mailed and, in
proving the fact of mailing, it shall be sufficient to show that the
envelope containing such notice was properly addressed, stamped and
posted. Any notice sent by fax shall be deemed to have been delivered on
the day following its dispatch.
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Green
Oil Plantations Ltd.
0 Xxxxxxx
Xxxx, Xxxxx Xxx
Xxxxxxxxx,
XX0 0XX, Xxxxxxx
Attn:
Xxxxxxxx Xxxxx and Xxxxxxx Xxxxxx
Xxxxxxxx
Xxxxx email: xxxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx
Xxxxxxx
Xxxxxx email:
BioPower
Operations Corporation
0000
Xxxxx Xxxx
Xxxxx
000
Xxxxxxx
Xxxxx, XX 00000 XXX
Attn:
Xxxxxx X. Xxxx, CEO
Email:
xxxxx@xxxxxxxxxxxx.xxx
10
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A
notice or other communication required to be given under this agreement
shall not be validly given if sent by
e-mail.
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17.2
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The
provisions of this Clause 17 shall not apply to the service of any
proceedings or other documents in any legal
action.
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Rights
of third parties
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A person
who is not a party to this agreement shall not have any rights under or in
connection with it.
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Governing
law and jurisdiction
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19.1
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This
agreement and any dispute or claim arising out of or in connection with it
or its subject matter or formation (including non-contractual disputes or
claims) shall be governed by and construed in accordance with the laws of
the State of Florida.
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19.2
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The
parties irrevocably agree that the courts of the State of Florida shall
have exclusive jurisdiction to settle any dispute or claim that arises out
of or in connection with this agreement or its subject matter or formation
(including non-contractual disputes or
claims).
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This
Exclusive Fully Paid up License Agreement between Green Oil Plantations Ltd. and
BioPower Operations Corporation has been entered into on the date stated at the
beginning of this agreement.
IN WITNESS WHEREOF, the parties hereto
have executed and delivered this agreement as a deed the day and year first
before written.
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GREEN
OIL PLANTATIONS LTD.
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Dated:
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01/27/2011
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Xxxxxxxx
Xxxxx, Commercial Director
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GREEN
OIL PLANTATIONS LTD.
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Dated:
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01/27/2011
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Xxxxxxx
Xxxxxx, Operations Director
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BIOPOWER
OPERATIONS CORPORATION
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Dated:
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01/27/2011
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Xxxxxx
X. Xxxx, CEO
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11
SCHEDULE
ONE
Licensed
Technologies for exclusive use within the territories
defined
under the License Agreement
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·
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The
supply of high short-rotation biomass crop saplings produced from tissue
culture and shipped as net potted plants, disease free at origin, with a
lifespan in excess of years.
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·
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The
supply of a variety of saplings produced from cuttings and shipped as net
potted plants, which can be harvested within 12-24 months from the date of
planting and re-grow from their stub for up to 4 cycles before
replanting.
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The
right to all improved strains and/or mother
stock
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The
rights to other species of tree or grass that Licensor develops as an
energy crop or for other valuable
products.
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The
rights to the proprietary integrated farming methodology, growth
promotants, fertilizers, pesticides, chemicals and other important
products and any and all other technologies, plantation consulting, soil
testing and audit site inspection/ assessment, nursery establishment and
management, plantation establishment and management (including advanced
pruning techniques), engineering, human resources and training
services, financial
feasibility studies (capital, running costs, cash flow projections),
advanced pruning / harvesting techniques, location and
assessment of profitable bio fuel investment projects, development
of bio fuel, biomass, and renewable energy strategies and GPS
directed mechanical planting, harvesting & pruning system
feedstock, which will be billed at Licensor’s lowest sales
price.
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Access
to all due diligence documentation pertaining to agronomy and technologies
used by Licensor for conversion of biomass to energy and other
products.
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The
right to license any and all future renewable conversion technologies that
may be developed and used by Licensor in the
future.
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The
use of Licensor’s marketing materials branded for distribution by
Licensor, subject to pre-approval and strict guidelines of
Licensor.
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12
