BIOSPHERE TECHNOLOGY LISENCE AGREEMENT Licence number BDC 011-2006 awarded to Biosphere (Asia Pacific) Company Limited January 19th 2006
Licence
number BDC 011-2006
awarded
to
Biosphere
(Asia Pacific) Company Limited
January
19th
2006
This
BIOSPHERE TECHNOLOGY LISENCE AGREEMENT (hereinafter referred to as the “BTLA”)
is granted on January 19th
2006 by
Biosphere Development Corp (Bahamas) (hereinafter
referred to as "BDC") a
Bahamian Corporation, (No. 134790 B) incorporated in Nassau Bahamas under the
Bahamian International Business Companies Act, 2000, with an address at
P.O.
Box
13277 Cable Beach Nassau Bahamas, to
Biosphere (Asia Pacific) Company Limited, (No. 679059) (hereinafter
referred to as "ASIA PACIFIC") its owners, subsidiaries, affiliates, successors
and or assigns, a corporation incorporated under the laws of the Territory
of
the British Virgin Islands on 3rd
October
2005 with an address 4th
Floor,
Xxx Xxxxx Commercial Building, 19-21 Xxxxxxxx Road, Wanchai, Hong Kong, both
hereinafter collectively referred to as "the Parties".
The
Parties acknowledge that Dr. CA XxXxxxxxx (XXXXXXXXX) has developed and owns
a
proprietary system, the Biosphere ProcessÔ
System,
the design and all components thereof and associated know how developed prior
to
the execution of this BTLA or during the course of the operation of this BTLA,
which XXXXXXXXX has assigned to BDC for purposes of commercial marketing,
manufacturing and development (hereafter "System" or "Systems"). The Parties
further acknowledge and declare that XXXXXXXXX is a third party beneficiary
to
this Agreement.
BDC
hereby permits ASIA PACIFIC, on the basis of this BTLA, and ASIA PACIFIC hereby
acknowledges all of the obligations of this BTLA by which ASIA PACIFIC is
allowed to use such design and production technology and documentation for
the
purpose of manufacturing, marketing, selling, leasing and operating Systems
in
the Peoples Republic of China. The Parties agree that this BTLA is given by
BDC
to ASIA PACIFIC solely and only for the purpose of manufacturing, marketing,
selling, leasing and operating Systems and that all plans, designs, and
engineering, and any developments, modifications, alterations, enhancements
and/or improvements arising there from as a result of this BTLA’s operation or
arising in any format from the actions of ASIA PACIFIC are and shall remain
at
all times the sole property of XXXXXXXXX and that XXXXXXXXX shall retain all
other rights to the System in accordance with the assignment provided by
XXXXXXXXX to BDC. The Parties agree that this BTLA as awarded by BDC to ASIA
PACIFIC does not transfer to ASIA PACIFIC any rights, implied or otherwise
to
the Green Energy Credits that the Biosphere Systems will or can ever generate.
The Parties agree that such Green Energy Credits as are produced pursuant to
this BTLA are and remain the exclusive property of BDC.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein, the Parties agree as follows:
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1.
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Disclosure:
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A.
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ENGINEERING
DESIGNS. BDC hereby permits access by ASIA PACIFIC to all the production
and technology designs, needed for the manufacture, marketing, selling,
leasing and operating of the System, including but not limited to
the,
engineering production designs, technology of manufacturing, materials
descriptions, copyright, patents, computer software and related documents
to the System.
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Information
disclosed and permitted by BDC to ASIA PACIFIC shall include, but is not limited
to:
All
System Design Specification and Software in all versions and all forms of
expression thereof, including but not limited to the Software source code,
object code, flow charts, and block diagrams, and programmer documentation,
previous versions, notes, other information relating to the System; and all
copyrights, trade secrets, patentable inventions, proprietary rights and
intellectual property contained therein or connected therewith, including
without limitation BDC's copyright in the System. The par
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B.
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DELIVERY.
System designs shall be delivered to ASIA PACIFIC at BDC's election
following execution of this BTLA.
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C.
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BDC
shall from time to time, but without further consideration, execute
and
deliver such instruments or documents and take such other action
as is
reasonably necessary which ASIA PACIFIC may request in order to more
effectively carry out this BTLA.
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P.O.
BOX CB-13277
CABLE
BEACH NASSAU BAHAMAS
Tel
/ Fax x0 (000) 000-0000 / x(000) 0000 0000
Email:
xxxxxx@xxxxxxxxx.xxx
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2.
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Consideration
for Permit.
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BDC,
for
ten dollars and other consideration, hereby permits ASIA PACIFIC the use of
the
full design specification of the System and the right to manufacture, market,
sell, lease and operate the Systems under the terms of this BTLA.
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3.
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Representations
and Warranties.
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The
Parties represent warrant and covenant as follows:
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A.
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Title;
Infringement.
BDC enjoys good and marketable title and rights to the System, including
the copyright to the System, and has all necessary rights to enter
into
this BTLA without violating any other agreement or commitment of
any sort.
BDC does have outstanding agreements and understandings, written
and oral,
concerning the System design with a number of manufacturers. The
System
does not infringe or constitute a misappropriation of any trademark,
patent, copyright, trade secret, proprietary right or similar property
right. BDC agrees to defend, indemnify and hold ASIA PACIFIC, its
subsidiaries, affiliates and licensees harmless against any action,
suit,
expense, claim, loss, liability or damage based on a claim that the
System
infringe or constitute a misappropriation of any trademark, patent,
copyright, trade secret, proprietary right or similar property right.
BDC
shall give ASIA PACIFIC prompt written notice of any such claim.
BDC shall
assume responsibility for defending any suit or proceeding brought
against
ASIA PACIFIC based on any claim that the System infringes or constitutes
a
misappropriation of any trademark, patent, copyright, trade secret,
proprietary right or similar property right; provided, however, that
ASIA
PACIFIC shall give BDC prompt notice in writing of the assertion
of any
such claim and of the threat or institution of any such suit or
proceeding, and all authority, information and assistance required
for the
defence of the same. XXXXXXXXX and BDC shall have the sole right
to
designate counsel to represent ASIA PACIFIC or otherwise agree to
counsel
submitted by ASIA PACIFIC. BDC shall pay all damages and costs awarded
against ASIA PACIFIC, but shall not be responsible for any cost,
expense
or compromise incurred without BDC's consent. The Representations
and
Warranties contained herein apply to the lifetime of this BTLA and
shall
survive this BTLA in perpetuity.
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P.O.
BOX CB-13277
CABLE
BEACH NASSAU BAHAMAS
Tel
/ Fax x0 (000) 000-0000 / x(000) 0000 0000
Email:
xxxxxx@xxxxxxxxx.xxx
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B.
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Authority
Relative to this BTLA.
This BTLA is a legal, valid and binding obligation of the Parties.
No
consent or approval by any person or entity or public authority is
required to authorize or is required in connection with the execution,
delivery or performance of this BTLA by the
Parties.
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C.
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No
Default.
There is no outstanding default by BDC in connection with any third
party
agreement involving the manufacturing of the
System.
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4.
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No
Brokers.
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All
negotiations relative to this BTLA have been conducted by BDC directly with
ASIA
PACIFIC, without the intervention of any third person(s), and in such manner
as
to not give rise to any valid claim against the Parties hereto for brokerage
commissions, finder's fees or other like payments.
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5.
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Consents,
Further Instruments and Cooperation.
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ASIA
PACIFIC and BDC shall each use their respective best efforts to obtain the
consent or approval of each person or entity, if any, whose consent or approval
shall be required in order to permit it to consummate the transactions
contemplated hereby, and to execute and deliver such instruments and to take
such other action as may be required to carry out the transactions contemplated
by this BTLA. BDC shall execute, or cause its employees and agents to deliver,
any required material or other similar document or instrument, following ASIA
PACIFIC'S reasonable request. ASIA PACIFIC will execute and record all other
instruments required from time to time by BDC or XXXXXXXXX, including but not
limited to the execution and recordation of documents evidencing the rights
and
title of BDC or XXXXXXXXX in and to the Systems.
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6.
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BDC's
Use of the Systems
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BDC
retains hereby and by way of its assignment from XXXXXXXXX all rights whatsoever
in the System and does retain the right to use the System, or any material
relating to the System for any purpose, personal, commercial, or otherwise.
BDC
furthermore shall maintain all information relating to the System or use of
the
System in confidence and shall have the right to disclose any aspect of the
System to any third party without the prior written consent of ASIA PACIFIC.
ASIA PACIFIC agrees not to participate in any activities relating to
development, marketing or sale of the System or competing technologies that
would compete, directly or indirectly, with BDC's marketing or distribution
of
the System outside of the Peoples Republic of China unless otherwise permitted
in writing, in advance, from BDC.
P.O.
BOX CB-13277
CABLE
BEACH NASSAU BAHAMAS
Tel
/ Fax x0 (000) 000-0000 / x(000) 0000 0000
Email:
xxxxxx@xxxxxxxxx.xxx
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7.
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No
Assignment.
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BDC
may
not assign this BTLA or any obligation herein without the prior written consent
of ASIA PACIFIC. This BTLA shall be binding upon and inure to the benefit of
the
Parties named herein and their respective heirs, executors, personal
representatives, successors and assigns. ASIA PACIFIC may not assign this BTLA
or any part hereto.
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8.
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Entire
Agreement.
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This
BTLA
contains the entire understanding of the Parties, and supersedes any and all
other agreements presently existing or previously made, written or oral, between
ASIA PACIFIC and BDC concerning its subject matter. This BTLA may not be
modified except in writing and signed by both Parties.
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9.
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Return
of Documentation and
records.
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ASIA
PACIFIC when requested by BDC, will deliver to BDC all copies of all documents
relating to the services performed, including subcontractor bids, test results,
laboratory analyses, plans, blue prints, designs etc, and shall maintain a
complete documentary record of any and all activities performed under this
agreement. ASIA PACIFIC shall maintain true and correct records and catalogues
in connection with each service performed and all transactions related thereto
and shall retain all such records for twenty-four (24) months after the end
of
the calendar year in which the last service pursuant to this Agreement was
performed before returning all such records to BDC. All records including test
results, laboratory analyses, plans, blue prints, designs etc, shall be
maintained for BDC by ASIA PACIFIC in. a suitably secure fashion so as to avoid
their unintended dissemination to unrelated third parties or competitors of
BDC.
ASIA PACIFIC is expressly from providing any information, documentation,
designs, plans or operating information to any third party without the express
written consent of both XXXXXXXXX and BDC.
P.O.
BOX CB-13277
CABLE
BEACH NASSAU BAHAMAS
Tel
/ Fax x0 (000) 000-0000 / x(000) 0000 0000
Email:
xxxxxx@xxxxxxxxx.xxx
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10.
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Severability.
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If
any
provision of this BTLA is declared by a court of competent jurisdiction to
be
invalid, void or unenforceable, the remaining provisions of this BTLA
nevertheless will continue in full force and effect without being impaired
or
invalidated in any way.
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11.
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Notices.
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All
notices, requests, demands, and other communications hereunder shall be deemed
to have been duly given if delivered or mailed, certified or registered mail
with postage prepaid:
If
to
Asia Pacific:
Mr.
Xxxxxxx Xxxx
Chief
Executive Officer
Biosphere
(Asia Pacific) Company Limited.
Address
4th
Floor,
Xxx Xxxxx Commercial Building,
Tel
00-00
Xxxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx
Fax
(000)
0000 0000
Email.
(000) 0000 0000
If
to
BDC:
Dr.
CA
XxXxxxxxx
Chairman
Biosphere
Development Corp
X.X.
Xxx
00000 Xxxxx Xxxxx
Xxxxxx
Xxxxxxx.
Tel
000
000 0000
Fax
000
000 0000
Email
xxxx0000@xxx.xxx
X.X.
XXX XX-00000
XXXXX
XXXXX XXXXXX XXXXXXX
Tel
/ Fax x0 (000) 000-0000 / x(000) 0000 0000
Email:
xxxxxx@xxxxxxxxx.xxx
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12.
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Relationship
of the Parties.
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The
relationship between ASIA PACIFIC and BDC under this BTLA is that of Permittee
and Permitting Party. Nothing in this BTLA is intended to be construed so as
to
suggest that the Parties hereto are partners or joint ventures, or that either
Party hereto or its employees are the employee or agent of the other. Except
as
expressly set forth herein, neither ASIA PACIFIC nor BDC has no authority and
neither express nor implied right or authority under this BTLA to assume or
create any obligations on behalf of or in the name of the other or to bind
the
other to any contract, agreement or undertaking with any third
party.
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13.
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Headings.
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Headings
used in this BTLA are provided for convenience only and shall not be used to
construe meaning or intent.
X.X.
XXX XX-00000
XXXXX
XXXXX XXXXXX XXXXXXX
Tel
/ Fax x0 (000) 000-0000 / x(000) 0000 0000
Email:
xxxxxx@xxxxxxxxx.xxx
(end)
(rest
of
page left intentionally blank)
X.X.
XXX XX-00000
XXXXX
XXXXX XXXXXX XXXXXXX
Tel
/ Fax x0 (000) 000-0000 / x(000) 0000 0000
Email:
xxxxxx@xxxxxxxxx.xxx
IN
WITNESS WHEREOF, the parties have executed this BTLA the 19th
day of
January 2006.
FOR
Biosphere
Development Corp (Bahamas)
BY:
Dr. CA XxXxxxxxx
Chairman
Biosphere
Development Corp
X.X.
Xxx
00000 Xxxxx Xxxxx
Xxxxxx
Xxxxxxx.
For
and
on behalf of Biosphere
Development Corp (Bahamas).
Witness:
FOR
Biosphere (Asia Pacific) Company Limited.
BY:
Mr.
Xxxxxxx Xxxx
Chief
Executive Officer
Biosphere
(Asia Pacific) Company Limited.
For
and
on behalf of Biosphere (Asia Pacific) Company Limited.
Witness:
And
now
enter Dr. CA XxXxxxxxx who signifies acceptance of all of the undertakings
and
obligations of this BTLA in his favour as third party beneficiary
thereof.
Dr.
CA
XxXxxxxxx
(end)
(rest
of
page left intentionally blank)
X.X.
XXX XX-00000
XXXXX
XXXXX XXXXXX XXXXXXX
Tel
/ Fax x0 (000) 000-0000 / x(000) 0000 0000
Email:
xxxxxx@xxxxxxxxx.xxx
