Technology
Transfer Agreement (Patent)
 
 Project
Name: A Dry Dual Circulating Fluidized Bed Desulphurization
Device
  Transferee
(Party A): Dalian RINO Environment Engineering
  Science
and Technology Co., Ltd.
  Transferor
(Party B): Institute of Process Engineering,
  Chinese
Academy of Sciences
  Time of
Signing: 2007-5-18
  Place of
Signing: Beijing
  Term of
Validity: 2007-5-18 — 2016-5-30
  
  Technology
Transfer Agreement (Patent)
  Transferee
(Party A):  Dalian RINO Environment Engineering Science and Technology
Co., Ltd.
  Address:  No.11,
Youquan Road, Zhanqian Neighborhood, Jinzhou District, Dalian
  Legal
Representative: Zou, Dejun
  Project
Liaison: Zou, Dejun
  Contact
Means
  Correspondence
Address:  No.11, Youquan Road, Zhanqian Neighborhood, Jinzhou
District, Dalian, 116100
  Tel :
0411-87661222                        Fax :
0411-87662988
  E-mail :
dzou@rinogroup.com
 
 Transferor
(Party B): Institute of Process Engineering, Chinese Academy of
Sciences
  Address:  No.1,
North Lane 2, Zhongguancun, Beijing
  Legal
Representative: Liu, Huizhou
  Project
Liaison: Zhu, Tingyu
  Contact
Means
  Correspondence
Address : No. 1, North Lane 2, Zhongguancun, Beijing, 100080
  Tel :
010-62637691                        Fax :
010-62637691
  E-mail :
tyzhu@home.ipe.ac.cn
 
 This
Contract is made by and between both parties via equal negotiation pursuant to
Contract Law of the People’s
Republic of China on the basis of authentic and full expression of their
wills.
 
 WHEREAS,
Party B desires to transfer the patent of A Dry Dual Circulating
Fluidized Bed Desulphurization Device to Party A and Party A desires to
accept the transfer and pay the corresponding payment for transfer,
  THEREFORE,
IT IS HEREBY AGREED AS FOLLOWS:
 
 Article 1The
patent transferred under this Contract:
  1.
              It
      is the model
      utility(invention, model utility, appearance design)
      patent.
 2.
              The
      inventor/designer is: Zhu Tingyu and Jing,
      Pengfei
 3.
              Patentee:
      Institute of
      Process Engineering, Chinese Academy of
  Sciences
 4.
              Date
      of patent granting: April 11,
      2007
 5.
              Patent
      No.: 200620022949.2
 6.
                Duration
      of patent: 10
      years
 7.
              The
      patent annuity has been paid till 2008.
 
 Article
2Party B has performed or granted the patent hereunder
prior to the conclusion of this Contract as follows:
  1.
              The
      status that Party B has performed the patent hereunder (time, place, form
      and scale): 120m2sinterer fume
      desulphurization demonstration project of Jinan Iron & Steel (Group)
      Co., Ltd. in 2007; and the fume desulphurization project of Shijiazhuang
      Dongfang Thermoelectric Co., Ltd. in
  2007.
 2.
              The
      status that Party B has granted others to use the patent hereunder (time,
      place, form and scale): None
 3.
              Party
      B is in duty bound to notify the parties concerned, who are granted to use
      the invention, of the transfer of the patent hereunder within 30days since
      and upon this Contract enters into
force.
 
 Article
3Party A shall ensure the execution of original
Contract on Granting of Patent Performance since and upon this Contract enters
into force. The rights and obligations that Party B enjoys in the original
Contract on Granting of Patent Performance shall be succeeded by Party A since
and upon the date when this Contract enters into force. Party B shall notify the
transferor of original Contract on Granting of Patent Performance about handling
the matters concerning contract alteration, with assistant offered as required,
within 30days
thereupon.
 
 Article
4Party B shall have no right to perform this patent any
longer since and upon this Contract enters into force; in case of intending to
continue the performance, Party B shall handle pursuant to the following
provisions:
 Party B shall obtain the
written authorization of Party A.
 
 Article 5For
the sake of Party A’s possessing this patent in an effective way, Party B shall
submit the following technical information:
  1.
              Patent
      Specifications;
 2.
              Patent
      Application; and
 3.
              Related technical
      data.
  
  Article 6The
time, place and form that Party B submits technical information to Party A are
as follows:
  1.
                Time
      of submittal: within 10 days since
      and upon this Contract enters into
force
 2.
                Place
      of submittal: Beijing
 3.
                Form
      of submittal: Text
      documents
 
 Article
7Matters concerning patent transfer registration shall
be handled by Party B within 30 days upon the
conclusion of this Contract and the arrival of corresponding
payment.
 
 Article
8Party B shall ensure that the transfer of patent
infringes no legal rights and interests of any third person. In case that the
third person accuses Party A of infringement, Party B shall assist Party A in defending
against infringement against the third person.
 
 Article
9Party B shall be exempted from legal liabilities for
the invalidity of patent as announced upon this Contract enters into
force.
 
 Article
10Party A shall pay the payment for the transfer of the
patent in terms as follows:
  1.
              The
      total payment for transfer of patent shall be RMB 1,000,000 Yuan
      (say: RMB ONE MILLION Yuan
only);
 2.
              Party
      A shall make the payment for transfer of patent to Party B in terms of
      installment
      (lump sum, installment or
percentage).
  The
specific terms and time of payment are as follows:
  (1)
              RMB 500,000 Yuan (say:
      FIVE HUNDRED THOUSAND Yuan only) to be paid prior to Oct. 1,
      2007
 (2)
              RMB 500,000 Yuan (say:
      FIVE HUNDRED THOUSAND Yuan only) to be paid prior to Jan. 1,
      2008
  The name
and address of Party B’s bank of deposit as well as the account number
are:
  Bank of
deposit: ICBC
(Industrial and Commercial Bank of China) Haidian West District Branch,
Beijing
  Address:
Haidian District,
Beijing
  Account
No.: 0200004509088120553
 
 Article
11Both parties hereby agree that:
  1.
              Party
      A is entitled to conduct the subsequent improvement by utilizing the
      invention involved with the patent transferred by Party B and the
      accordingly generated new technological achievements with substantial or
      creative technology progress characteristics shall be owned by both parties
      (Party A, both parties), which Party B has the priority to
      use.
 2.
              Party
      B is entitled to conduct the subsequent improvement on the invention
      involved with the patent upon the delivery of patent to Party A and the
      accordingly generated new technological achievements with substantial or
      creative technology progress characteristics shall be owned by both parties
      (Party B, both parties), which Party A has the priority to
      use.
  
  Article
12Both parties hereby agree that, within the valid
period of this Contract, Party A designates ZOU Dejunas the
project liaison of its own and Party B does ZHU Tingyuas the
counterpart. The project liaisons shall bear the following
responsibilities:
  1.
              To settle specific
      matters during the transfer of patent via negotiation;
  Either
party changing the project liaison shall notify the counterpart in written form
in time and shall bear corresponding liabilities for failing in notification and
impacting the execution of this Contract or causing losses.
 
 Article
13Both parties hereby agree that, in case of the
occurrence of any following cases, which leads the execution of this Contract to
be unnecessary or impossible, this Contract may be dissolved:
  1.
              Force
      majeure;
 2.
              That
      Party A fails to pay as provided
herein;
 
 Article
14Disputes in connection with Contract and arising from
the execution of contract shall be settled in terms of negotiation and
mediation; in case of no agreement reached, both parties hereby agree to settle
disputes in the following 1stway:
  1.
              To
      submit to Beijing
      Arbitration Committee for
arbitration;
 2.
              To
      submit to the People’s Court for
litigation.
 
 Article
15Party A hereby agrees to waive the said patent
(Patent name: A Dry Dual Circulating Fluidized Bed Desulphurization Device) in
case of conflicts between the invention patent applied by Party B (Patent name:
A Dry Dual Circulating Fluidized Bed Desulphurization Method and Device) and the
said patent during the application; meanwhile, Party B hereby agrees to transfer
the invention patent (Patent name: A Dry Dual Circulating Fluidized Bed
Desulphurization Method and Device) to Party A for free after being granted
therewith.
 
 Article
16Party B shall own any and all rights to said patent
prior to the pay-off of all contract payment by Party A.
  
  Article
17Matters uncovered herein may be concluded into the
supplementary agreement, which is equally authentic with this
Contract.
 
 Article
18This Contract is in quadruplicate, all
texts being equally authentic.
 
 Article
19   This Contract enters into force since and upon the
date of registration at the patent administration of the State
Council.
  Party A:
Dalian RINO
Environment Engineering Science and Technology Co., Ltd.
(seal)
 Legal Representative
      / Authorized Proxy:
                __________________
      (signature)May
      18, 2007
 Party B:
Institute of Process
Engineering, Chinese Academy of Sciences (seal)
  Legal Representative
      / Authorized Proxy:
              __________________
      (signature)May
      18, 2007