1
EXHIBIT 6.1
MEMORANDUM OF UNDERSTANDING/JOINT VENTURE AGREEMENT
BETWEEN OMICRON TECHNOLOGIES, INC. AND VIASPACE TECHNOLOGIES LLC
2
Exhibit 6.1
MEMORANDUM OF UNDERSTANDING (MOU) made this 7th day of August, 1998.
BETWEEN:
OMICRON TECHNOLOGIES, INC., a US company incorporated under the
laws of the state of Florida, U.S.A., having its registered
office in Miami, Florida.
(hereinafter called the "Omicron")
OF THE FIRST PART
AND:
VIASPACE TECHNOLOGIES LLC, a company incorporated under the laws
of the state of Delaware, U.S.A., having its registered office in
Pasadena, California.
(hereinafter called the "ViaSpace");
OF THE SECOND PART
JOINT VENTURE AGREEMENT
WHEREAS Omicron, a public company listed on the NASDAQ Over the Counter
Bulletin Board Stock Exchange, is seeking participation in the acquisitions and
development of new high technologies.
AND WHEREAS ViaSpace is a technology incubation company whose charter is to
develop and commercialize new high technologies.
Omicron and ViaSpace have agreed to form a joint venture for the
development of certain applications of the Active Pixel Sensor ("APS") developed
by the Jet Propulsion Laboratory, subject to the terms and conditions expressed
in this agreement, as follows:
1.0 Representations and Warranties
1.1 Omicron represents and warrants that:
- It will pay a non-refundable $250,000 (Two Hundred Fifty Thousand
U.S. Dollars) to the joint venture upon signing this MOU.
- It will provide funding for a minimum of 3.75 million dollars
(U.S.) (including the initial $250,000 referred to above) for the
costs associated in developing Chosen (to be defined within 30
days by Omicron, and agreed upon by ViaSpace. On the scope of
the commercial application and development costs of the
prototypes) technologies from their current
3
2
status to commercial prototype. This funding is to be provided in
accordance with the following payment schedule:
Time Acquisition Cost Development Cost Total
---- ---------------- ---------------- -----
Today 250K 0K 250K
30 Days 250K 0K 250K
45 Days 0K 250K 250K
60 Days 250K 0K 250K
90 Days 0K 250K 250K
120 Days 750K 0K 750K
180 Days 750K 500K 1,250K
270 Days 0K 500K 500K
TOTALS 2,250K 1,500K 3,750K
-------- ----- ----- -----
360 Days VIASPACE PRODUCES
THE PROTOTYPES
1.1.1 Failure to meet payment schedule dates will vend this
agreement null and void. Any unused funds allocated for
development costs will be refunded to Omicron by ViaSpace. All
other payments received from Omicron by ViaSpace are
non-refundable. Omicron shall hold no equity, or portion of,
in the technology until such time that all acquisition and
development payments are received in full.
1.2 VIASPACE REPRESENTS AND WARRANTS THAT:
- It has been granted the option to license the APS technology from
Caltech.
- Based on a mutually agreed upon price in the future, ViaSpace
will sell to Omicron the first right of refusal for ViaSpace's
interest in the Joint Venture, and/or the right for developing
new market applications for the APS technology.
2.0 MANAGEMENT OF THE JOINT VENTURE
The Joint Venture shall be managed by ViaSpace and Omicron.
4
3
3.0 THE JOINT VENTURE
Upon signing of this agreement, a joint venture will be formed. The
interest of the parties shall be as follows:
o Omicron shall be entitled to receive 40% of all profits of the Joint
Venture, and ViaSpace shall be entitled to receive up to 60% of the
profits
o Royalties payments to JPL and Caltech will be paid by the Joint
Venture prior to sharing profits between ViaSpace and Omicron.
4.0 NOTICES
Any Public Notices or Announcements, Promotional Material and Investor
Relations Material under the provisions of this agreement shall be approved
by ViaSpace in writing prior to circulating.
5.0 FURTHER AGREEMENTS
The parties agree that they shall enter into such further and other
documents, including formal agreements that may be required or desired in
order to give full force and effect to this agreement. Notwithstanding that
the completion of further documents is contemplated, this agreement shall
constitute a valid and binding contract upon its execution.
IN WITNESS WHEREOF the Parties have just caused this Agreement to be duly
executed this 7th day of August, 1998.
OMICRON TECHNOLOGIES, IRE. VIASPACE TECHNOLOGIES LLC
0000 XXXXXXXX XXXXXX, XXXXX 000 0000 XXXXXXXX XXXXXX
XXXXX, XXXXXXX 00000 XXXXXXXX, XXXXXXXXXX 00000
Per: /s/ Sak Xxxxxx, CFO Per: /s/ Xxx Xxxxxxxx, CFO
--------------------- ----------------------
SAK XXXXXX, CFO SHEHAYEB, CFO
