Sponsored Research Agreement between Drexel University and W2 Energy, Inc. SPONSORED RESEARCH AGREEMENT
EXHIBIT
10.2
Sponsored
Research Agreement between Drexel University and W2 Energy, Inc.
This
Sponsored Research Agreement ("AGREEMENT") is made by and between Drexel
University, a Pennsylvania nonprofit corporation ("DREXEL"), with offices
located at 0000 Xxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000 and W2 Energy Inc., a
corporation organized and existing under the laws of Nevada ("SPONSOR"), having
a place of business at 711S Suite 4 Xxxxxx Street Carson City
Nevada.
This
AGREEMENT is effective on January 31, 2006 ("EFFECTIVE DATE").
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1.
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DEFINITIONS
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1.1.
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DREXEL
INTELLECTUAL PROPERTY means and includes all technical information,
inventions, developments, discoveries, software, know-how, methods,
techniques, formulae, data, processes and other proprietary ideas,
whether
or not patentable or copyrightable, that are first conceived, discovered,
developed or reduced to practice in the conduct of the SPONSORED
RESEARCH.
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1.2.
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PRINCIPAL
INVESTIGATOR is Alexander Fridnan, who is responsible for supervision
and
administration of the SPONSORED
RESEARCH.
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1.3.
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SPONSORED
RESEARCH means the research program described in Attachment A to
this
AGREEMENT.
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2.
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SPONSORED
RESEARCH
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2.1.
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DREXEL
agrees to begin the SPONSORED RESEARCH after the EFFECTIVE DATE and
upon
payment by SPONSOR of any funds owed. DREXEL agrees to use reasonable
efforts to conduct the SPONSORED RESEARCH substantially in accordance
with
the terms and conditions of this AGREEMENT. SPONSOR acknowledges
that
DREXEL and the PRINCIPAL INVESTIGATOR shall have the freedom to conduct
and supervise the SPONSORED RESEARCH in a manner consistent with
DREXEL's
educational and research missions.
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2.2.
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If
the services of the PRINCIPAL INVESTIGATOR become unavailable to
DREXEL
for any reason, DREXEL is entitled to designate another member of
its
faculty who is acceptable to both parties to serve as the PRINCIPAL
INVESTIGATOR of the SPONSORED RESEARCH. If a substitute PRINCIPAL
INVESTIGATOR has not been designated within sixty (60) days after
the
original PRINCIPAL INVESTIGATOR ceases his or her services under
this
AGREEMENT, either party may terminate this AGREEMENT upon written
notice
to the other party, subject to the provisions of ARTICLE
9.
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3.
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TERM
OF AGREEMENT
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3.1.
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The
term of this AGREEMENT shall begin on the EFFECTIVE DATE of this
AGREEMENT
and shall end on February 2, 2007 unless terminated sooner pursuant
to
Sections 2.2, 9.1 or 9.2 hereof. This AGREEMENT may be extended or
renewed
only by mutual written agreement executed by duly authorized
representatives of the parties.
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1
| 4. |
REIMBURSEMENT
OF COSTS, PAYMENT
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4.1.
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SPONSOR
shall reimburse DREXEL for all direct and indirect costs incurred
in the
conduct of the SPONSORED RESEARCH in an amount not to exceed the
total
amount of $174,990 as set forth in Attachment A. SPONSOR acknowledges
that
this amount is a good faith estimate only and not a guarantee of
the cost
to conduct the SPONSORED RESEARCH. If at any time DREXEL determines
that
it will require additional funds for the SPONSORED RESEARCH, it shall
notify SPONSOR and provide an estimate of the additional amount.
SPONSOR
shall not be responsible for any costs in excess of the amount of
$174,990
as set forth in Attachment A unless it has agreed in writing to provide
additional funds.
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4.2.
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SPONSOR
shall make payments to DREXEL in accordance with the payment schedule
set
forth in Attachment A. All payments are to be made by check payable
in
United States dollars, to "Drexel University", and sent to the address
in
Section 11.4.
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4.3.
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Title
to any equipment, laboratory animals, or any other materials made
or
acquired with funds provided under this AGREEMENT shall vest in DREXEL,
and such equipment, animals, or materials shall remain the property
of
DREXEL following termination of this
AGREEMENT
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5.
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RECORDS
AND REPORTS
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5.1
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PRINCIPAL
INVESTIGATOR shall maintain records of the results of the SPONSORED
RESEARCH and shall provide SPONSOR with reports of the progress and
results of the SPONSORED RESEARCH in accordance with Attachment A.
DREXEL
shall maintain records of the use of the funds provided by SPONSOR
and
shall make such records available to SPONSOR upon reasonable notice
during
DREXEL's normal business hours, but not more frequently than once
each
calendar year.
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5.2
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In
order to preserve the patentability of DREXEL INTELLECTUAL PROPERTY,
SPONSOR shall maintain DREXEL INTELLECTUAL PROPERTY and information
provided pursuant to Section 6.1 (whether oral or written) as confidential
and shall not disclose such information to any third party except
with
DREXEL's prior written approval.
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6.
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RECORDS
AND REPORTS
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6.1
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PRINCIPAL
INVESTIGATOR shall provide to DREXEL and SPONSOR a complete written
disclosure of any DREXEL INTELLECTUAL PROPERTY reasonably considered
patentable. SPONSOR shall advise DREXEL in writing, no later than
thirty
(30) days after receipt of such disclosure, whether it requests DREXEL
to
file and prosecute patent applications related to such DREXEL INTELLECTUAL
PROPERTY. If SPONSOR does not request DREXEL to file and prosecute
such
patent applications, DREXEL may proceed with such preparation and
prosecution at its own cost and expense; but such patent applications
shall be excluded from SPONSOR's option under ARTICLE
7.
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6.2
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DREXEL
shall control the preparation and prosecution of all patent applications
and the maintenance of all patents related to DREXEL INTELLECTUAL
PROPERTY. SPONSOR shall reimburse DREXEL upon receipt of invoice
for all
documented expenses incurred in connection with the filing and prosecution
of the patent applications and maintenance of the patents that SPONSOR
has
requested DREXEL to prosecute under Section
6.1.
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2
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6.3
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The
preparation, prosecution, and maintenance of copyright, trademark
and
other intellectual property applications for the DREXEL INTELLECTUAL
PROPERTY shall be subject to the provisions of Section
6.1.
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6.4
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DREXEL
shall retain all right, title and interest in and to the DREXEL
INTELLECTUAL PROPERTY and any patents, copyrights and other intellectual
property protections related
thereto.
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6.5
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Rights
to inventions, improvements and/or discoveries, whether patentable
or
copyrightable or not, relating to SPONSORED RESEARCH made solely
by
employees of SPONSOR using SPONSOR's facilities shall belong to
SPONSOR.
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6.6
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Rights
to inventions, improvements and/or discoveries relating to SPONSORED
RESEARCH, whether or not patentable or copyrightable, which were
made
jointly during the performance of this AGREEMENT by the PRINCIPAL
INVESTIGATOR or other inventors owing a duty to assign to DREXEL
and by
employees of SPONSOR shall belong jointly to DREXEL and to SPONSOR.
Such
inventions, improvements, and/or discoveries shall be subject to
the terms
and conditions of this AGREEMENT.
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7.
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OPTION
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7.1.
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In
consideration of SPONSOR’S funding of the SPONSORED RESEARCH and payment
for intellectual property expenses as provided for in Article 6,
DREXEL grants SPONSOR a first option to negotiate to acquire a
royalty-bearing license to practice DREXEL INTELLECTUAL PROPERTY.
DREXEL
and SPONSOR will negotiate in good faith to determine the terms of
a
license agreement as to each item of DREXEL INTELLECTUAL PROPERTY
for
which SPONSOR has agreed to make payment for intellectual property
expenses as provided for in Article 6. If SPONSOR and DREXEL fail
to
execute a license agreement within six one ((6) months1) year after
disclosure of the DREXEL INTELLECTUAL PROPERTY to SPONSOR or if SPONSOR
fails to make payment for intellectual property expenses as provided
for
in Article 6, DREXEL shall be free to license the DREXEL INTELLECTUAL
PROPERTY to any party upon such terms as XXXXXX xxxxx appropriate,
without
any further obligation to SPONSOR. If mutually agreed upon, SPONSOR
may
request in writing a 6 month extension to this time
frame.
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3
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7.2.
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Any
license granted to SPONSOR pursuant to Section 7.1 hereof shall be
subject, if applicable, to the rights of the United States government
reserved under Public Laws 96-517, 97-256 and 98-620, codified at
35
U.S.C. 200-212, and any regulations issued
thereunder.
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8.
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PUBLICATION,
USE OF NAME
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8.1.
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DREXEL
shall be free to publish the results of the SPONSORED RESEARCH; a
copy of
each publication will be provided to
SPONSOR.
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8.2.
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DREXEL
shall not use SPONSOR's name without SPONSOR's prior written consent
except that DREXEL may acknowledge SPONSOR's funding of the SPONSORED
RESEARCH in scientific publications and in listings of sponsored
research
projects. SPONSOR shall not use DREXEL's name, or the name of any
trustee,
officer, faculty member, student or employee thereof, without DREXEL's
prior written consent.
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9.
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TERMINATION
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9.1.
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In
addition to the termination right set forth in Section 2.2 hereof,
either
party may terminate this AGREEMENT effective upon written notice
to the
other party, if the other party breaches any of the terms or conditions
of
this AGREEMENT fails to cure such breach within thirty (30) days
after
receiving written notice of the breach. In the event of an incurable
breach, the non-breaching part may terminate this AGREEMENT effective
immediately upon written notice to the breaching
party.
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9.2.
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In
addition, either party may terminate this AGREEMENT for any reason
upon
ninety (90) days prior written notice to the other
party.
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9.3.
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In
the event of termination of this AGREEMENT prior to its stated term,
whether for breach or for any other reason whatsoever, DREXEL shall
be
entitled to retain from the payments made by SPONSOR prior to termination
DREXEL's reasonable costs of concluding the work in progress. Allowable
costs include, without limitation, all costs or noncancellable commitments
incurred prior to the receipt, or issuance, by DREXEL of the notice
of
termination, and the full cost of each employee, student and faculty
member supported hereunder through the end of such commitments. In
the
event of termination, DREXEL shall submit a final report of all costs
incurred and all funds received under this AGREEMENT within sixty
(60)
days after the effective termination date. The report shall be accompanied
by a check in the amount of any excess of funds advanced over costs
and
allowable commitments incurred. In case of a deficit of funds, SPONSOR
shall pay DREXEL the amount needed to cover costs and allowable
commitments incurred by DREXEL under this
AGREEMENT.
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4
| 9.4. |
Termination
of this AGREEMENT shall not affect the rights and obligations of
the
parties accrued prior to termination. The provisions of ARTICLE 6,
entitled INTELLECTUAL PROPERTY; ARTICLE 7, entitled OPTION, ARTICLE
10,
entitled DISCLAIMER OF WARRANTIES, INDEMNIFICATION; and ARTICLE 11,
entitled ADDITIONAL PROVISIONS, shall survive
termination.
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10.
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DISCLAIMER
OF WARRANTIES, INDEMNIFICATION
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10.1
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DREXEL
MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER,
INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE CONDUCT,
COMPLETION, SUCCESS OR PARTICULAR RESULTS OF THE SPONSORED RESEARCH,
OR
THE CONDITION, OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR
PURPOSE OF THE SPONSORED RESEARCH OR ANY DREXEL INTELLECTUAL PROPERTY.
DREXEL SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL,
PUNITIVE OR OTHER DAMAGES SUFFERED BY SPONSOR OR ANY OTHER PERSON
RESULTING FROM THE SPONSORED RESEARCH OR THE USE OF ANY DREXEL
INTELLECTUAL PROPERTY PRODUCT.
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10.2
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SPONSOR
shall defend, indemnify and hold harmless DREXEL, the PRINCIPAL
INVESTIGATOR and any of DREXEL's faculty, students, employees, trustees,
officers, affiliates and agents (hereinafter referred to collectively
as
the "INDEMNIFIED PERSONS") from and against any and all liability,
claims,
lawsuits, losses, damages, costs or expenses (including attorneys'
fees),
which the INDEMNIFIED PERSONS may hereafter incur, or be required
to pay
as a result of SPONSOR's use of the results of SPONSORED RESEARCH
or any
DREXEL INTELLECTUAL PROPERTY or as a result of any breach of this
AGREEMENT or any act or omission of SPONSOR, its employees, affiliates,
contractors, licensees or agents. DREXEL shall notify SPONSOR upon
learning of the institution or threatened institution of any such
liability, claims, lawsuits, losses, damages, costs and expenses
and
DREXEL shall cooperate with SPONSOR in every proper way in the defense
or
settlement thereof at SPONSOR's request and
expense.
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11.
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ADDITIONAL
PROVISIONS
|
| 11.1 |
No
rights hereunder may be assigned by SPONSOR, directly or by merger
or
other operation of law, without the express written consent of DREXEL.
Any
prohibited assignment of this AGREEMENT or the rights hereunder shall
be
null and void. No assignment shall relieve SPONSOR of responsibility
for
the performance of any accrued obligations which it has prior to
such
assignment.
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11.2
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A
waiver by either party of a breach or violation of any provision
of this
AGREEMENT will not constitute or be construed as a waiver of any
subsequent breach or violation of that provision or as a waiver of
any
breach or violation of any other provision of this
AGREEMENT.
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11.3
|
Nothing
herein shall be deemed to establish a relationship of principal and
agent
between DREXEL and SPONSOR, nor any of their agents or employees,
nor
shall this AGREEMENT be construed as creating any form of legal
association or arrangement which would impose liability upon one
party for
the act or failure to act of the other party. Nothing in this AGREEMENT,
express or implied, is intended to confer on any person other than
the
parties hereto or their permitted assigns, any benefits, rights or
remedies.
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5
| 11.4 |
Notices,
payments, statements, reports and other communications under this
AGREEMENT shall be in writing and shall be deemed to have been received
as
of the date dispatched if sent by public overnight courier (e.g.,
Federal
Express) and addressed as follows:
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| If to DREXEL: | with a copy to: |
|
Xxxxxxxx
Xxxxxxxx
|
Office of the General Counsel |
|
Associate
Vice Xxxxxxx
|
Xxxxxx University |
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Drexel
University
|
0000 Xxxx Xxxxxx, Xxxxx 000 |
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0000
Xxxx Xxxxxx, Xxxxx 000
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Xxxxxxxxxxxx, XX 00000 |
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Xxxxxxxxxxxx,
XX 00000
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| If to SPONSOR: | |
|
Xxxxxxx
XxXxxxx
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CEO
|
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00
Xxxxxxx Xxx Xxxxxxx
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Xxxxxxx
X0X 0X0
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11.5
|
This
AGREEMENT shall be construed and governed in accordance with the
laws of
the Commonwealth of Pennsylvania, without giving effect to conflict
of law
provisions. The parties hereby submit to the exclusive jurisdiction
of and
venue in any state or federal courts located within the Eastern District
of Pennsylvania with respect to any and all disputes concerning the
subject of this AGREEMENT.
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11.6
|
DREXEL
and SPONSOR shall not discriminate against any employee or applicant
for
employment because of race, color, sex, sexual preference, age, religion,
national origin, disability, or because he or she is a disabled veteran
or
veteran of the Vietnam Era.
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11.7
|
Neither
party shall be liable for any failure to perform as required by this
AGREEMENT to the extent such failure to perform is due to circumstances
reasonably beyond such party's control, including, without limitation,
labor disturbances or labor disputes of any kind, accidents, failure
of
any governmental approval required for full performance, civil disorders
or commotions, acts of aggression, acts of God, energy or other
conservation measures imposed by law or regulation, explosions, failure
of
utilities, mechanical breakdowns, material shortages, disease, or
other
such occurrences.
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11.8
|
SPONSOR
shall comply with all laws, regulations and other legal requirements
applicable to SPONSOR in connection with this AGREEMENT, including
but not
limited to any legal requirements applicable to SPONSOR's use of
the
results of the SPONSORED RESEARCH or any DREXEL INTELLECTUAL PROPERTY
and
laws controlling the export of technical data, computer software,
laboratory prototypes, and all other export controlled
commodities.
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11.9
|
This
AGREEMENT embodies the entire understanding between the parties relating
to the subject matter hereof and supersedes all prior understandings
and
agreements, whether written or oral. This AGREEMENT may not be varied
except by a written document signed by duly authorized representatives
of
both parties.
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6
IN
WITNESS WHEREOF, the duly authorized
representatives of the parties hereby execute this AGREEMENT as of the date
first written above.
| DREXEL UNIVERSITY | W2 Energy Inc. | ||
| By: | By: | ||
| Name: /s/Xxxxxxxx Xxxxxxxx | Name: /s/Xxxxxxx XxXxxxx | ||
| Title: Assoc. Vice Xxxxxxx for Research | Title: CEO | ||
| Date: | Date: |
I
have
read and agreed to
the
responsibilities of the
PRINCIPAL INVESTIGATOR:
By:
Date:
7
Attachment
A
Summary
of SPONSORED RESEARCH
PLASMA
ASSISTED CONVERSION OF BIOMASS TO LIQUID FUEL
Work
Scope
|
1)
|
Thermodynamic
and kinetic analysis. Analysis will be made for possible processes
(with
different feedstock, but mostly with peat as a simulation substance
for
dried sewage sludge) from the standpoints of thermodynamics, chemical
kinetics, desirable product composition and acceptable energy spending.
Several promising feedstock compositions will be selected for further
study. Processes includes conversion of feedstock into syn-gas with
desirable composition H2:CO
= 2:1; into acetylene C2H2,
ethane C2H4
and methane CH4.
|
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2)
|
Development
of two experimental setups for experimental study and optimization
of the
selected processes.
|
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a)
|
Modified
Thermogravimetric Analyzer (MTGA). Available TA Instruments
Thermogravimetric Analyzer Q600 SDT with 0.1 µg sensitivity and a
temperature range from ambient to 1500°C will be modified to measure
reaction rate of the condensed particles of a selected feedstock
composition at various gas temperatures with and without plasma.
A
dielectric-barrier discharge plasma generator, which does not change
gas
temperature, will be mounted inside the Analyzer to activate a stream
of
air, O2
or
H2
molecules which will react with particle
surface.
|
This
MTGA
together with the chemical analysis methods will be used for process fundamental
study and optimization.
|
b)
|
Gliding
Arc Tornado (GAT) reactor for the technological process development.
This
system will be based on our earlier successfully developed system
for
methane conversion. This GAT reactor should be installed in the system
with powder (ash) collection and gas analysis. Study of the process
using
this laboratory setup will allow us to make the next step to the
pilot
plant development.
|
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3)
|
Experimental
study and analysis of results. Two types of experiments will be
conducted:
|
|
a)
|
Biomass
oxidation and hydrolysis in MTGA
|
| b) |
Biomassconversion
in GAT
|
8
|
4)
|
Development
of technical requirements and preliminary design of the Pilot
plant
|
Project
Timetable
|
Task
\ Month
|
1
|
2
|
3
|
4
|
5
|
6
|
7
|
8
|
9
|
10
|
11
|
12
|
|
1.
Thermodynamic and kinetic analysis
|
||||||||||||
|
2.
Development of experimental setups
|
||||||||||||
|
2.2.
Modified Thermo-Gravimetric Analyzer (MTGA)
|
||||||||||||
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2.3.
Modification and improvement of GAT rig for condensed matter conversion
study
|
||||||||||||
|
3.
Experimental study and analysis of results
|
||||||||||||
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3.1.
Biomass oxidation and hydrolysis in MTGA
|
||||||||||||
|
3.2.
Biomass conversion in GAT
|
||||||||||||
|
4.
Development of technical requirements and preliminary design of
the Pilot
plant
|
PRINCIPAL
INVESTIGATOR
Xxxxxxxxx Xxxxxxx
CO-PRINCIPAL
INVESTIGATOR
Xxxxxxxxx Xxxxxx
Representative
of SPONSOR
1)
Name: Xxxxxxx
XxXxxxx
2)
Phone
Number: 000-000-0000
Period
of Performance
February
3, 2006 - February 2, 2007
Report
Schedule
Progress
report - August 2, 2006
Final
report - February 2, 2007
9
Budget
|
Plasma
Conversion of Biomass
|
||
|
PROPOSAL
BUDGET:December 1, 2005 - November 30, 2006
|
|
|
|
Yearly
% Increase in Salaries
|
4%
|
|
|
Fringe
Benefit Rate
|
26.8%
|
|
|
Indirect
Cost Rate
|
50.0%
|
|
|
Year
01
|
Total
|
|
|
Principal
Investigator (Xxxx. Xxxxxxxxx Fridnan):
|
||
|
1
m
(Summer)
|
16,000
|
16,000
|
|
0%
(Fall, Winter, Spring)
|
0
|
0
|
|
Co-Principal
Investigator (Research Xxxx. Xxxxxxxxx Xxxxxx):
|
|
|
|
0%
(Summer)
|
16,000
|
16,000
|
|
Technician
|
||
|
1
(12 month appt.)
|
13,000
|
13,000
|
|
Subtotal
|
45,000
|
45,000
|
|
Benefits
@ 26.8%
|
12,060
|
12,060
|
|
Part-time
Wages
|
0
|
0
|
|
Research
Assistants (Salary):
|
|
|
|
1
(12 month appt.)
|
19,000
|
19,000
|
|
Total
Personnel
|
76,060
|
76,060
|
|
Miscellaneous
|
0
|
0
|
|
Publications
|
0
|
0
|
|
Telephone/Communications
|
0
|
0
|
|
Travel
(Domestic)
|
4,000
|
4,000
|
|
Travel
(Foreign)
|
4,000
|
4,000
|
|
Supplies
|
16,100
|
16,100
|
|
Purchased
Services (eq. manufacturing)
|
16,500
|
16,500
|
|
Consultant
|
0
|
0
|
|
Subcontract
< $25K
|
0
|
0
|
|
Participant
Support
|
0
|
0
|
|
Computer
Use
|
0
|
0
|
|
Modified
Total Direct Cost
|
116,660
|
116,660
|
|
|
||
|
Indirect
@ 50%
|
58,330
|
58,330
|
|
|
||
|
Research
Assistants (Tuition):
|
|
|
|
1
(12 month appt.)
|
0
|
0
|
|
Equipment
|
0
|
0
|
|
Subcontract
> $25K
|
0
|
0
|
|
Total
Project Cost
|
174,990
|
174,990
|
|
Total
Sponsor Funding
|
174,990
|
174,990
|
Invoice
and Payment Schedule: Monthly
invoice
10
