LICENSE AGREEMENT
Exhibit 10.9
This License Agreement (this “Agreement”), dated as of May 27, 2009, is made by and between
Duoyuan Investments Ltd., a company limited by shares organized under the laws of British Virgin
Islands with its principal office located at Xx. 0 Xxxxxxx Xxxx, Xxxxxx Xxxxxxxxxx Xxxxxxxxxxx
Xxxx, Xxxxxxx 000000, Xxxxx (“Licensor”), and Duoyuan Global Water Inc., a company limited by
shares organized under the laws of the British Virgin Islands with its principal office located at
Xx. 0 Xxxxxxx Xxxx, Xxxxxx Xxxxxxxxxx Xxxxxxxxxxx Xxxx, Xxxxxxx 000000, Xxxxx (“Licensee”).
Whereas, pursuant to a trademark assignment agreement between Licensor and Duoyuan Clean Water
Technology Industries (China) Co., Ltd. (“Initial Owner”), a company organized under the laws of
People’s Republic of China (“PRC”), Licensor was assigned the marks set forth on Schedule
attached hereof (“Group Marks”) from Initial Owner (the “Trademark Assignment”) and has obtained
the approval of the Trademark Office of the State Administration for Industry and Commerce of the
PRC (the “CTO”) thereon; and
Whereas, in connection with that certain Share Purchase Agreement dated as of February 5, 2008
by and among Licensor, GEEMF III Holdings MU, a private company limited by shares organized under
the laws of the Republic of Mauritius (“GEEMF”), and certain other parties (the “Purchase
Agreement”), pursuant to which GEEMF has acquired certain ordinary shares of the Licensee and, as a
condition to such transaction, has required that Licensor, upon Licensor’s receipt of the approval
by the CTO of the Trademark Assignment, grant an exclusive royalty-free, perpetual license to use
the Group Marks, under the terms of this Agreement.
Now, therefore, in consideration of the mutual covenants of the parties and for good and
valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as
follows:
1. License. Subject to Section 5 below, Licensor hereby grants to Licensee an
exclusive, royalty-free and perpetual license (the “License”) to use and to sublicense the Group
Marks for the Principal Business (as defined in the Purchase Agreement). Licensor will not transfer
or license the Group Marks to any third party without the prior written consent of the Licensee.
2. Use of Xxxx. When using the Group Marks under this Agreement, Licensee undertakes
to comply substantially with all laws pertaining to trademarks, including compliance with marking
requirements.
3. Resolution of Disputes. The parties agree to negotiate in good faith to resolve any
dispute about whether the obligations of Licensee or Licensor are being satisfied.
4. Extent of License. The license granted in this Agreement may not be transferred
without the written consent of Licensor.
5. Term and Termination. The rights granted in this Agreement shall forthwith cease
and terminate without prior notice or legal action by Licensor upon the consummation of a
Liquidation Event. For the purpose of this Agreement, the term “Liquidation Event” shall mean
any liquidation, dissolution or winding up of Licensee, either voluntary or involuntary, or any of the
following events: (i) a sale, conveyance or disposition of all or substantially all of the assets
of Licensee, (ii) a consolidation, merger or other business combination of Licensee with or into
any other company or companies in which the existing shareholders of Licensee, immediately prior to
the consummation of such consolidation, merger or business combination, do not retain a majority of
the voting power in the surviving company; excluding for this purpose redomiciling of Licensee.
6. Ownership of Xxxx. Licensee acknowledges Licensor’s exclusive right, title and
interest in and to the Group Marks and any registrations that may issue thereon, and will not at
any time do or cause to be done any act or thing impairing or tending to impair part of such right,
title and interest. Licensee agrees to cooperate with Licensor in satisfying any requirements for
protection or registration of the Group Marks.
On termination in any manner provided herein of the License, within forty-five (45) days
Licensee will cease and desist from all use of the Group Marks in any way.
7. Notices. Any notices required or permitted to be given under this Agreement shall
be deemed sufficiently given if mailed by registered mail, postage prepaid, addressed to the party
to be notified at its address shown above, or at such other address as may be furnished in writing
to the notifying party.
8. Choice of Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York, without regard to its conflict of laws rules.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the
date first above written.
| Licensor Duoyuan Investments Ltd. |
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| Date: May 27, 2009 | By: | /s/ Xxxxxx Xxx | ||
| Printed Name: | Xxxxxx Xxx | |||
| Title: | Chairman | |||
| Licensee Duoyuan Global Water Inc. |
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| Date: May 27, 2009 | By: | /s/ Xxxxxx Xxx | ||
| Printed Name: | Xxxxxx Xxx | |||
| Title: | Chairman | |||
SCHEDULE
| Registered Trademark | Application No. | Category of Product | Term | |||||||||
“Duoyuan” word trademark |
5830463 | 38 | 1/5/2007 | |||||||||
“Duoyuan” word trademark |
5830480 | 36 | 1/5/2007 | |||||||||
“Duoyuan” word trademark |
5830481 | 40 | 1/5/2007 | |||||||||
