Unassociated Document


    
      
         

        Patent
License Agreement 

        
          

        

      

      


      EXHIIBT
10.6

       

      Patent
License Agreement

      


      This
Patent License Agreement (the "Agreement") is made and entered into as of
January 9, 2009 (the “Effective Date”) in Zhengzhou, the People’s Republic of
China (the “PRC” or “China”):

      


      Between

      


      Licensor:
Zhong Bo

      ID. No.:
412801195008100614

      Address:
No.5, Unit 6, Building 28, Huzhu Road, Zhongyuan District,
Zhengzhou.

      


      And

      


      Licensee:
Zhengzhou Shenyang Technology Co, Ltd.

      Business
License No.: 410100100008310

      Address:
Building 28, Huzhu Road, Zhongyuan District, Zhengzhou.

      


      Licensor
and Licensee shall be referred to individually as a “Party” and collectively as
the “Parties.”

      


      WHEREAS:

      


      1.       Licensor
is the owner of a utility model patent entitled “Double-Sided Printed Circuit
Board for Cable TV Outdoor Optical Receiver (有线电视室外光接收机双面印刷电路板)”
(the “Patent”, which was granted as of January 30, 2002 with the Patent Number
of ZL 01 207855.7, and the Patent Certificate of which is attached as Exhibit A
).

      


      
        	
                2.

              	
                Licensor
      agrees to license Licensee to use the Patent in accordance with terms and
      conditions of this Agreement and Licensee agrees to accept such license in
      accordance with terms and conditions of this
  Agreement.

              


      

      


      NOW, the
Parties hereby agree as follows:

      


      
        	
                1.

              	
                Definition

              


      

      


      
        	
                1.1

              	
                Patent shall mean a
      utility model patent entitled “Double-Sided Printed Circuit Board for
      Cable-TV Outdoor Optical Receiver (有线电视室外光接收机双面印刷电路板)”
      published by the SIPO as of January 30, 2002 with the Patent Number of ZL
      01 207855.7, which Licensor licenses Licensee to
  implement.

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      
         

        Patent
License Agreement 

        
          

        

      

       

      
        	
                1.2

              	
                Know-how shall mean the
      technology that has not been in the public domain but is helpful for the
      implementation of the Patented technology for industrial production
      .

              


      

      


      
        	
                1.3

              	
                Technology Data shall
      mean all documents relating to the Patent, all Know-how relating to the
      implementation of the Patent, and design drawings, process drawings,
      process formula, technological process and other technology
      data.

              


      

      


      
        	
                1.4

              	
                Improved Technology
      shall mean any improvement to the technology licensed by Licensor to
      Licensee.

              


      

      


      
        	
                1.5

              	
                Exclusive License shall
      mean Licensor to exclusively licenses to Licensee rights to implement the
      Patent technology in the agreed term, territory and technology field in
      accordance with terms and conditions set forth in this Agreement. Without
      the written consent of Licensee, Licensor shall not retain any right to
      use such Patent technology and enter into any license agreement with any
      third party regarding the Patent.  Licensee has the right to
      sub-license any third party to implement the Patent without the consent of
      Licensor.

              


      

      


      
        	
                2.

              	
                Mode
      and Scope of Patent License

              


      

      


      
        	
                2.1

              	
                Licensor
      to exclusively licenses to Licensee rights to implement the Patent within
      the territory of the PRC during the license term set forth in Section
      3.1.  Without written consent of Licensee, Licensor shall not
      sub-license any third party to make, use or sell any patented
      articles.

              


      

      


      
        	
                2.2

              	
                Licensor
      has the right to, at its sole discretion, use the Patent technology and
      manufacture, use, offer for sale, sell and export the Patent products, or
      license other parties to use the Patent technology and manufacture, use,
      offer for sale, sell and export the Patent
  products.

              


      

      


      
        	
                2.3

              	
                Licensor
      agrees that Licensee has the right to sub-license the third party to use
      the Patent technology; however, the scope of sublicense shall not exceed
      the scope licensed by Licensor to Licensee as set forth in Sections 2.1
      and 2.2.

              


      

      


      
        	
                3.

              	
                Term
      of Patent License

              


      

      


      
        	
                3.1

              	
                The
      term of license granted by Licensor to Licensee herein shall be from the
      effective date of this Agreement to the expiration or termination date of
      the Patent.

              


      

       

      
        
          
          

        

        
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        Patent
License Agreement 

        
          

        

      

       

      
        	
                4.

              	
                Delivery
      of Patent Documents and Technology
Data

              


      

      


      
        	
                4.1

              	
                Licensor
      shall deliver all Patent documents (the “Patent Documents”, including but
      not limited to the Patent documents, Technology Data, Know-how, technology
      standards and other technology, except for the documents which have been
      delivered before the execution of this Agreement,), to Licensee within
      three (3) days after the effective date of this
  Agreement.

              


      

      


      
        	
                5.

              	
                License
      Fees and Registration

              


      

      


      
        	
                5.1

              	
                Licensor
      grants to Licensee a royalty-free Exclusive License to use the Patent
      technology in accordance with the scope of license during the term of
      license.

              


      

      


      
        	
                5.2

              	
                The
      Parties agree to cooperate with each other to handle the registration and
      filing procedures in accordance with the law.  Licensee shall
      bear the costs and fees for such
registration.

              


      

      


      
        	
                6.

              	
                Improved
      Technology

              


      

      


      
        	
                6.1

              	
                Licensor
      agrees that Licensee has the sole and exclusive right in and to the
      Improved Technology and Licensee has the right to apply for patent,
      copyright or other intellectual property rights regarding the Improved
      Technology, and to request Licensor to provide necessary assistance for
      such application.

              


      

      


      
        	
                7.

              	
                Representations,
      Warranties and Covenants

              


      

      


      
        	
                7.1

              	
                Licensor represents and
      warrants to Licensee as follows:

              


      

      


      
        	
                7.1.1

              	
                Licensor
      warrants and represents that it has all necessary right, power and
      capability to enter into and perform the obligations and liabilities under
      this Agreement.  This Agreement is binding on Licensor legally
      and validly upon the execution
hereof.

              


      

      


      
        	
                7.1.2

              	
                Licensor
      has legal and entire proprietary and control of the Patent, and has the
      right and authority to enter into this Agreement and license the
      Patent.

              


      

      


      
        	
                7.2

              	
                Licensee represents, warrants
      and covenants to Licensor as follow:

              


      

      


      
        	
                7.2.1

              	
                Licensee
      is a limited liability company duly organized and existing under the laws
      of the PRC, and has all necessary right, power and capacity to enter into
      and perform the obligations and liabilities under this
      Agreement.  This Agreement is legally and validly binding on and
      enforceable to Licensee upon the execution
  hereof.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        Patent
License Agreement 

        
          

        

         

      

      
        	
                7.2.2

              	
                Licensee
      shall enter into and perform this Agreement within its power and business
      scope, and has adopted necessary corporate authorization, obtained all the
      consents and approvals of the third party and governmental authorities,
      and not violated all binding or applicable laws and limitations to the
      company.

              


      

      


      
        	
                8.

              	
                Infringement

              


      

      


      
        	
                8.1

              	
                Where
      either Party discovers that the Patent is infringed by a third party, such
      Party shall inform the other Party immediately. Licensor shall negotiate
      with the infringing party, or be responsible for addressing a petition to
      the patent administrative authorities, or bringing a suit to the court,
      and Licensee shall provide
assistance.

              


      

      


      
        	
                9.

              	
                Dispute
      Resolution

              


      

      


      
        	
                9.1

              	
                In
      the event of any dispute with respect to the construction and performance
      of this Agreement, the Parties shall first resolve the dispute through
      good faith amicable negotiations.  In the event the Parties fail
      to reach an agreement on the dispute within thirty (30) days after either
      Party's request the resolution of the dispute through negotiations, such
      Party may submit the relevant disputes to Zhengzhou Arbitration Commission
      for resolution, in accordance with its then effective arbitration
      rules.  The arbitration shall be conducted in Zhengzhou, and the
      language used during arbitration shall be Chinese.  The
      arbitration award shall be final and binding on both
    Parties.

              


      

      


      
        	
                10.

              	
                Governing
      law

              


      

      


      
        	
                10.1

              	
                The
      effectiveness, construction, and enforcement of this Agreement hereunder
      shall be governed by the laws of
PRC.

              


      

      


      
        	
                11.

              	
                Amendments
      and Supplements

              


      

      


      
        	
                11.1

              	
                Any
      amendments and supplements to this Agreement shall be in
      writing.  The amendment agreements and supplementary agreements
      to this Agreement duly signed by the Parties shall be an integral part of
      this Agreement and shall have the equal legal validity with this
      Agreement.

              


      

      


      
        	
                12.

              	
                Severability

              


      

      
                                                     Patent
License Agreement

      

      
        	
                12.1

              	
                In
      the event that any provision of this Agreement is found to be invalid and
      unenforceable in any aspect in accordance with any laws or regulations,
      such provision is invalid and unenforceable to the extent of relevant
      jurisdiction under relevant laws and regulations, and the validity and
      enforceability of the remaining provisions of this Agreement shall not be
      affected or compromised in any
aspect.

              


      

       

      
        
          
          

        

        
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        Patent
License Agreement 

        
          

        

         

      

      
        	
                13.

              	
                Effectiveness
      and Termination

              


      

      


      
        	
                13.1

              	
                This
      Agreement is executed on the date first above written and shall take
      effect as of such date.  This Agreement shall expire upon
      expiration or termination of the
  Patent  .

              


      

      


      
        	
                14.

              	
                Miscellaneous

              


      

      


      
        	
                14.1

              	
                This
      Agreement is written in Chinese in four copies, each Party having one copy
      while other two copies for filing.

              


      

      


      IN
WITNESS WHEREOF, the Parties have caused their authorized representatives to
execute this Patent License Agreement as of the date first above
written.

      


      Licensor:
Zhong Bo

      


      
        
          	
                  By:

                	
                  /s/ Zhong
Bo

                


        

      

      


      Licensee:
Zhengzhou Shengyang Technology Co., Ltd. (seal)

      


      Legal
representative or authorized representative:                                                   

      


      Name:/s/
Zhong Bo


      
        
           


        

        
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        Patent
License Agreement 

          
            

          

        

      

      


      Exhibit
A Patent Certificate

      


       [Please
attach]


      
        
           


        

        
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