INTELLECTUAL PROPERTY PURCHASE AGREEMENT
Exhibit
10.2
This
INTELLECTUAL PROPERTY PURCHASE
AGREEMENT (the "Agreement") is entered into as of this 20th day of
November, 2007, by and among Hydrogen Motors, Inc., a corporation existing under
the laws of the state of Nevada (''HM” or "Purchaser"); and Xx. Xxxxx' Xxxxxxx
an individual the "Seller,” collectively “Parties”.
WITNESSETH:
WHEREAS, the Seller is the
inventor of, and currently holds all unencumbered right, title and interest to
the Vehicle Borne Hydrogen Generator (VBHG) and a producing hydrogen technology
by means of cycling the process of the hydrolysis of a reactive
metal and
the process of electrolytic reduction of the reactive metal. All such trade
secrets and intellectual property rights shall collectively be referred to
herein as the "Intellectual Property";
WHEREAS, the Purchaser wishes
to further develop and commercialize VBHG and the Intellectual Property in the
United States and world wide, and is willing to grant the Seller voting common
stock in the Purchaser and a board position and the Seller
agrees to
cooperate and make best efforts with the Purchaser in consideration of Seller's
granting all right, title and interest in VBHG and the Intellectual
Property;
WHEREAS, the Parties agree
that the Purchaser shall not assume any of the liabilities of the Seller
regarding VBHG and the Intellectual Property;
NOW THEREFORE, In
consideration of the premises and mutual covenants, conditions and agreements
contained herein and for such other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties hereto, each
intending to be legally bound hereby agree as follows:
ARTICLE
I
PURCHASE
OF ASSETS
1.1
Purchase and Sale of
Assets. Seller represents and warrant to Purchaser that Seller owns
without limitation, all right, title and interest in and to all of the VBHG and
Intellectual Property (contractual or otherwise) described or referred to in
Exhibit 1.1
hereto ("the Purchased Assets"). Upon the terms and subject to the conditions of
this Agreement, Seller hereby agrees that on the Closing Date (as hereinafter
defined in Section 2.1), Seller shall sell, assign, transfer and convey to the
Purchaser and Purchaser
hereby agrees to purchase, obtain and acquire from Seller, all of Seller's
right, title and interest in and to all of the Purchased Assets, free and clear
of any and all claims, rights, liens and/or encumbrances (except as otherwise
provided in this Agreement). The Purchased Assets shall comprise all of the
following:
(a) All
Intellectual Property as described In Exhibit 1.1, and all work papers,
research, prototypes, technology, theory, formula, and any other properties and
assets, whether tangible or intangible, related to the Intellectual Property and
VBHG.
(b) Any
franchises, licenses, permits, consents and other certificates of any
regulatory, administrative agency or body issued to or held by Seller that are
related to the Purchased Assets.
1.2 Liabilities Not
Assumed. Purchaser does not assume or otherwise become responsible for,
any liability or obligation of the Seller or claims of such liability or
obligation whatsoever known or unknown, whether arising out of occurrences prior
to, at or after the date hereof, including without limitation:
(a) Any
liability whatsoever with respect to the Purchased Assets
(b) Any
and all liabilities of the Seller, whether or not related to Purchased
Assets
(c) Any
present or future action, suit, claim or proceeding against the
Seller
1.3 Purchase Price. In
consideration of and in exchange for the each of the Seller's sale, assignment,
transfer and conveyance of all of the Purchased Assets, and in consideration of
each of the Seller's agreement hereby to not compete in any way with the
Purchaser or the Purchased Assets for a period of five years from the Closing
Date, the Purchaser agrees to pay to the Seller a total stock payment of Eight
Hundred Thousands (800,000) shares of restricted voting common stock of the
Purchaser (“the Shares"). The Purchaser agrees to pay expenses of VBHG patenting
in the United States and sign appropriate Patent License Agreement. Moreover,
Xx. Xxxxx' Xxxxxxx will be elected to the board of directors of Hydrogen Motors,
Inc. no later than January 30th, 2008
1.4 Investment Representations
Required under SEC Rules
(a) Investment Intent.
The Seller is acquiring the Shares solely for their own account, as principals,
for investment purposes and not with a view to, or for resale in connection
with, any distribution or underwriting of the Shares.
(b) No Securities Act
Registration. Seller understands that the shares of Purchaser's stock
issued as the Shares have not been registered under either the United States
Securities Act of 1933 or any state securities law, that Seller must hold the
Shares unless the Shares are subsequently registered under those laws or
transferred In reliance on an opinion of counsel that registration under those
laws is not required, and that the certificates representing the shares will
bear a legend to the foregoing effect.
(c) Abi1ity to Evaluate and Bear
Risk. Seller is fully able (1) to evaluate the information provided by
the Purchaser relevant to the merits, risks, and other factors bearing on the
suitability of the Shares as an investment and (2) to bear the economic risk of
its proposed investment in the Shares without reselling the
Shares.
1.5 Business
Transition.
Following
Closing, the Seller and the Purchaser shall cooperate with each other, execute
such documents and instruments, and take such other actions as are reasonably
requested by either party to effectuate a smooth transition of the Purchased
Assets to the Purchaser, and to develop and commercialize the Purchased
Assets.
ARTICLE
II
CLOSING
2.1 Date and Time of
Closing. Subject to satisfaction of the conditions to Closing set forth
in this Agreement, the closing of the transactions contemplated by this
Agreement (the "'Closing") shall take place at 10.00 a.m. (Eastern Standard
Time), on November 20th, 2009 at the offices of Purchaser, or at such other
place and time thereafter as Shall be mutually agreeable to the Parties hereto
(the "Closing Date")
2.2 Delivery of
Instruments. The following documents, instruments and other materials
shall be executed and delivered at or prior to the Closing Date:
(a) Instruments of
Transfer. The Seller shall execute and deliver to the Purchaser such
bills of sale, assignments, endorsements, and other instruments and documents
reasonably satisfactory in form and substance to the Purchaser and its counsel
as they may reasonably deem to be necessary or appropriate to vest in the
Purchaser on the Closing Date good and marketable title to the Purchased Assets
free and clear of any and all adverse claims, mortgages, pledges, liens,
charges, security interests or other rights, interests or encumbrances, and a
receipt for the price of other assets being acquired hereunder, title to which
shall all transfer upon delivery of such assets.
(b) Purchase Price.
Purchaser shall deliver to the Seller the Purchase Price, as provided in Section
1.3. At each of the Seller's respective reqziests, his or her respective stock
certificate may be delivered to his or her respective
address.
(c) Related Agreements.
The Purchaser and the Seller shall execute and deliver any other agreements
reasonably necessary to effectuate consummation of the transactions contemplated
herein
ARTICLE
Ill
REPRESENTATIONS
AND WARRANT1ES
3.1 Representations and
Warranties of the Seller. The Seller represents and warrants to the
Purchaser as follows:
(a) Authorization. The
execution, delivery and performance of this Agreement and consummation of the
transactions contemplated hereby have been duly authorized by the Seller. The
Seller has taken all necessary action and have all the necessary power to enter
into this Agreement and to consummate the transactions contemplated
hereby.
(b) Binding Agreement.
This Agreement is the valid and biding and irrevocable obligation of the Seller,
and assuming validity of the representations and warranties of Purchaser, the
enforceable against such Seller in accordance with its terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws no on or hereafter in
effect.
(c) Title. The Seller
owns good, marketable, unencumbered, full and valid title, as would be
considered under the law of any jurisdiction, to all of the Purchased Assets and
can demonstrate a continuous chain of title with respect thereto since
acquisition or invention. The Purchased Assets are or will at the date of
closing be owned free and clear of all adverse clams, liens, mortgages charges,
security interests, encumbrances and other restrictions or limitations of any
kind whatsoever. None of the Seller is In bankruptcy, divorce or any other
proceedings which might result in claims against the Purchased
Assets.
(d) Intellectual
Property. With respect to the Purchased Assets, the Seller has not
interfered with, infringed upon, misappropriated, or otherwise come into
conflict with any intellectual property rights of third Parties, and Seller has
not received any charge, complaint, claim, demand, or notice alleging any such
interference, infringement, misappropriation or violation. No consent of any
government, authority or individual is necessary for the sale by the Seller of
the Purchased Assets. The inventors have agreed among themselves as to their
proportionate ownership of the intellectual Property and the Purchased Assets
and have no dispute regarding the proportionate holdings of Shares reflected in
Section 1.3 of the Agreement.
(e) Accuracy of Information
Furnished. No statement by the Seller sets forth herein or in the
exhibits or the schedules hereto, and no statement, verbal or written, made in
connection with the transactions contemplated hereby or the Purchased Assets,
contains any untrue statement of a material fact, or omits to state any material
fact which is necessary to make the statements contained herein or therein, in
light of the circumstances under which they were made, not
misleading.
3.2 Representation of Warranties
of Purchaser. The Purchaser represents and warrants lo the Seller as
follows:
(a) Authorization. The
execution, delivery and performance of this Agreement and consummation of the
transactions contemplated hereby have been duly authorized, adopted and approved
by the board of directors of the Purchaser. The Purchaser has taken all
necessary corporate action and has all the necessary corporate power to enter
into this Agreement and to consummate the transactions contemplated
hereby.
(b) Binding Agreement.
This Agreement has been duly and validly executed and delivered by the officers
of the Purchaser on its behalf, and assuming the validity of representations and
warranties of the Seller, this Agreement is the valid and binding obligation of
the Purchaser, enforceable against the Purchaser in accordance with its terms,
except as such enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in
effect.
(c) Organization. The
Purchaser is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada. The Purchaser has the corporate power and
authority to own and lease its properties and assets and to carry on its
business as it is now being conducted.
ARTICLE
IV COVENANTS
4.1
Obligations. The Seller and the Purchaser agree to carry out their respective
obligations at and following Closing as set forth In Article I, II and IV of
this Agreement.
(a) Governmental Filings and
Consents. The Seller and the Purchaser shall cooperate with one another
and make best efforts in filing any necessary applications, reports or other
documents with any domestic or foreign, federal, state or local agencies, or
authorities with respect to the Intellectual Property and the VBHG, including
but not limited to patent, trademark and copyright applications and filings on
behalf of the Purchaser.
(b) Commercialization.
The Seller and the Purchaser will work together and make best efforts to develop
and commercialize the intellectual Property and the VBHG.
(c) Notice. The Seller
will give prompt notice of any claim against any of them or against the
Purchased Assets and will give full cooperation and best efforts to the
Purchaser in defending any such claim, and in the event of any clam, lien, or
action against the Purchased Assets, the Seller will indemnify the Purchaser in
full for any resulting costs, expense or damages incurred by the
Purchaser.
ARTICLE
V
MISCELLANEOUS
5.1 Fees and Expenses.
Except as otherwise provided In this Agreement, each party hereto will bear its
own legal, accounting, and other fees and expenses incident b the transactions
contemplated herein.
5.2 Modification, Amendments and
Waiver. The Parties hereto may amend, modify or otherwise waive any
provision of this Agreement by mutual consent, provided that such consent and
any amendment, modification or waiver is in writing and is signed by each of the
Parties hereto.
5.3 Assignment. The
Purchaser shall have the authority to assign its respective rights or
obligations under this Agreement without the prior written consent of the other
Parties hereto.
5.4 Burden and Benefit.
This Agreement shall be binding upon and, to the extent permitted in this
Agreement, shall inure to the benefit, of the Parties and their respective
successors and permitted assigns.
5.5 Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
state of Oklahoma, without regard, however, to such jurisdiction’s principles of
conflicts of laws.
5.6 Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be an
original, but all of which shall constitute but one agreement.
5.7 Severability of
Provisions. The provisions of this Agreement shall be considered
severable in the event that any of such provisions are held by a court of
competent jurisdiction to be invalid, void or otherwise
unenforceable.
5.8 Survival. The
provisions of Sectrons 1.1, 1.4 and all of Articles III, IV and V shall survive
termination of this Agreement.
IN WITNESS WHEREOF, the
Pariles hereto have caused this Agreement to be executed and delivered on the
date and year first above willten.
Mr.
V.Tarasav Hydrogen Motors, Inc.
By. Vasd'
Tarasov
By:
Xxxxxxx Xxxxxxxxxxx, President and CEO
Exhibit
1.I
Intellectual
Property and Purchased Assets
The
Parties to the Agreement understand and agree that the scope of rights
transferred by the Agreement shall be construed broadly, as there is not to this
point a patent, copyright, trademark or other authoritive intellectual property
grant issued with respect to the intellectual Property. Accordingly, Parties to
the Agreement that the intellectual Property and Purchased Assets, as defined in
that Agreement include:
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1.
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Design,
structure, arrangement of the Vehicle borne Hydrogen Generator
(VBHG).
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2.
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Technology
and know-how of producing hydrogen as disclosed in patent application
published under PCT IP# W02005/033366 A1 in April 14,
2005.
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3.
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Design,
machinery, components, materials for the VBHG
manufacturing.
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4.
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The
VBHG manufacturing and operating
know-how.
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