EXHIBIT 10.9
PARTNERING AGREEMENT MEMORANDUM
This PARTNERING AGREEMENT MEMORANDUM (the "Memorandum") is made
effective the 27th day of September 2002, between the Government of the United
Kingdom of Great Britain and Northern Ireland (the "Government") and Odyssey
Marine Exploration, Inc. ("Odyssey").
1) Memorandum
a) This Memorandum sets forth the principal terms of a confidential
agreement titled "Agreement Concerning the Shipwreck HMS Sussex" (the
"Agreement").
b) This Memorandum is qualified in its entirety by the Agreement.
2) Project Plan
a) Odyssey and the Government have made arrangements for the approval
process of the project plan that will set forth, amongst other things, the
equipment, personnel and methodologies to be employed in the exploration of
the shipwreck believed to be HMS Sussex and the conservation and documentation
of any artefacts that may be retrieved from the shipwreck.
b) The approval process provides 45 days for the Government to provide
comments and may take up to one hundred days from the date on which Odyssey
submits the project plan to the Government for approval.
c) Odyssey has agreed not to conduct any activities at the site until
such time as the project plan has been agreed, provided however, that Odyssey
is entitled to conduct a pre-disturbance survey in advance of the approved
project plan.
3) Fees and Deposits
a) Within seven days of signing the Agreement, Odyssey shall pay a
refundable license fee of 5,000 English Pounds.
b) Prior to beginning the exploration, Odyssey will place on deposit
with the Government the sum of up to 250,000 English Pounds. In the event
the exploration does not provide sufficient revenue to pay the Governments
expenses related to the Agreement, the funds would be used to pay such
expenses.
c) In the event it becomes reasonably evident that the Wreck is that of
HMS Sussex and approximately $3.5 million worth of artefacts have been
retrieved and transported to a secure conservation facility, Odyssey will
notify the Government and the Government shall return the Expense Deposit to
Odyssey forthwith.
d) Prior to beginning the exploration, Odyssey shall place on deposit
with the Government the sum of $100,000 to assure the Government that funds
are available for the conservation and documentation of any artefacts
retrieved from the site. This deposit may be adjusted upwards or downwards
depending upon the anticipated cost of conservation and documentation.
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e) When it becomes reasonably apparent that the cost of conserving and
documenting the Artefacts will be substantially less than the Deposit, the
Government will return such excess Deposit to Odyssey.
f) Upon payment of the License Fee, the Expense Deposit, the
Conservation Deposit and agreement of the Project Plan Odyssey may commence
the Activities subject to the provisions of this Agreement.
4) Government Representatives
a) The Government may appoint two representatives to monitor and record
the exploration to determine whether the activities are being carried out in
compliance with the project plan.
5) Sharing Arrangements
a) Odyssey and the Government have agreed upon the following sharing
arrangements with respect to the aggregate amount of the appraised values
and/or selling prices of the Artefacts, net of agreed selling expenses.
Range Government Odyssey
i) $0 - $45 million 20% 80%
ii) $45 million to $500 million 50% 50%
iii) Above $500 million 60% 40%
b) Once the aggregate amount of the appraised values for the artefacts
and the net proceeds of any sales of artefacts exceed forty-five million
dollars, Odyssey will be entitled to own and possess its relative share of the
remaining artefacts.
c) If the aggregate amount of the appraised values for the artefacts and
the net proceeds of any sales of artefacts exceed forty-five million dollars,
the Parties will endeavor to formulate a joint marketing plan for the
placement and sales of the remaining artefacts.
d) The Government shall at all times be considered the owner of the
shipwreck
6) Intellectual Property Rights
a) Odyssey will pay the Government 10% of any net income derived from
intellectual property rights associated with the project.
7) Merchandising Income
a) The Government has granted the exclusive worldwide right to use the
name "HMS Sussex" in association with sales and marketing of merchandise
(exclusive of artefacts) related to the wreck of HMS Sussex.
b) Odyssey will pay the Government a fee equal to three percent of its
gross sales of merchandise that utilizes the name "HMS Sussex".
8) Expenses of the Project
a) Odyssey will be responsible for the payment of all expenses,
including financing expenses and up to 250,000 English Pounds of government
expenses related to the project.
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9) Term and Termination
a) The term of the Agreement is for twenty years from the date Odyssey
commences operations.
b) The agreement may be terminated in the event:
i) The Parties cannot agree upon a project plan within 100 days from
the date on which Odyssey submits the project plan to the Government.
ii) The shipwreck is not HMS Sussex
iii) No artefacts have been retrieved from the site with eighteen
months from the date that the Parties agree to the project plan
iv) Any serious breach by Odyssey of any of its obligations under the
Agreement.
10) Exclusivity of Excavation
a) During the term of the Agreement, the Government shall not, without
the consent of Odyssey, permit any other person or entity to carry on
activities of the kind described in the project plan in respect to HMS Sussex.
11) Governing Law
a) The Agreement will be governed under English Law and the Parties have
mutually agreed to arbitration for settlement of any disputes related to the
Agreement.
12) Confidentiality
a) The Agreement contains a confidentiality clause governing the release
of information concerning the Agreement and all documents relating to its
execution.
Acknowledged this 27th day of September, 2002
For the Government of the United Kingdom and Northern Ireland
By: /s/
For Odyssey Marine Exploration, Inc.
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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