Unassociated Document


    MASTER
LICENSE AGREEMENT

     

    THIS MASTER LICENSE AGREEMENT
(“Agreement”) is made by and between PA LLC, a Delaware limited
liability company having its principal place of business at 1901 S. Harbor City
Boulevard, Suite 300, Melbourne, Florida 32901, f/k/a PetroAlgae, LLC (“PA”),
and Congoo, LLC, a
limited liability company organized and existing under the laws of Delaware
(“Licensee”).  This Agreement shall be effective as of December 1,
2009 (the “Effective Date”).

     

    RECITALS

     

    
      	
              A.

            	
              PA
      has developed and is developing the Licensed Technology (defined below)
      into a proprietary production system for the growth and harvesting of
      micro-crops for the production of biomass and a protein concentrate,
      including a protein by-product (the “PA System”).  A detailed
      technical description of the Licensed Technology is attached hereto as
      Exhibit
      “A”.

            


    

     

    
      	
              B.

            	
              Licensee
      is desirous of collaborating with PA to commercially utilize the Licensed
      Technology through the grant from PA of a non-exclusive, royalty-bearing
      license to use the Licensed Technology in the Territory (as defined in
      Section 1.18 hereinbelow), which Licensee will use for the purposes
      described in the following
paragraph.

            


    

     

    
      	
              C.

            	
              Licensee
      will seek to obtain Sublicensees (defined below) to construct and operate
      facilities for the growth and harvesting of organisms for the production
      of oil and biomass which utilize and incorporate the Licensed Technology
      (each, a “Unit” and, together, the “Units”).  Each Unit would
      utilize five thousand (5,000) hectares, and would each be constructed in
      increments of five hundred (500) hectares (“Unit
    Increments”).

            


    

     

    
      	
               
      

            	
              NOW, THEREFORE, in
      consideration of the mutual covenants and premises herein contained, the
      parties hereby agree as follows:

            


    

     

    AGREEMENT

     

    
      	
              1.

            	
              DEFINITIONS

            


    

     

    1.1           “Affiliate” shall mean any
corporation or other business entity which controls, is controlled by or is
under common control with Licensee.  For purposes of this definition,
“control” shall mean beneficial ownership (direct or indirect) of at least 51%
of the outstanding stock or other voting rights entitled to elect directors
(or in the case of an entity that is not a corporation the election or
appointment of the corresponding managing authority) and to exercise
control over the management of such company; provided, however, that in any
country where the local law shall not permit foreign equity participation of at
least 51%, then an “Affiliate” shall include any company in which Licensee shall
own or control, directly or indirectly, the maximum percentage of such
outstanding stock or voting rights permitted by local law and otherwise
exercises control over the management of such company.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    1.2           “Business Days” shall mean
days on which banks and securities firms in New York City are customarily open
for business.

     

    1.3           “Design Change” shall mean any
material change, as determined by PA in its sole discretion, to any plan,
drawing, specification, configuration, biological organism, chemical formulation
or other embodiment of the Licensed Technology.

     

    1.4           “Field-of-Use” shall mean any
commercial, non-military use.

     

    1.5           “Fuel Products” shall mean any
and all products generated by the Licensed Technology that possess the
characteristics of petroleum and petroleum bi-products created from the
processing and refining of crude oil.

     

    1.6           “Governmental Official” shall
mean any officer or employee of any government within the Territory or any
department, agency or instrumentality thereof, or of any government-owned or
government-controlled corporation or any public international organization, or
any person acting in an official capacity for or on behalf of any such
government or department, agency, instrumentality, corporation or public
international organization.

    


    1.7           “Improvements” shall mean any
and all improvements, alterations, variations, updates, design changes,
modifications and enhancements made, developed, or discovered in connection with
the Licensed Technology or the PA System.

     

    1.8           “Licensed Patents and Intellectual
Property” shall mean those patent applications listed in Exhibit “B”, and any
patents or patent applications claiming priority through the patent applications
listed in Exhibit
“B”, including provisional, non-provisional, continuation, divisional,
substitution, continuation-in-part, issued and reissued applications, filed in
the United States, foreign jurisdictions, regional patent offices or
organizations, and/or under international conventions and/or treaties including
but not limited to the Paris Convention, the Patent Cooperation Treaty (PCT),
and the International Union for the Protection of New Varieties of Plants
(UPOV).

     

    1.9           “Licensed Products” shall mean
any oil, biomass, or other saleable item produced by Licensee, its Affiliates,
any Sublicensee, or any unauthorized party related to Licensee, its Affiliates
or Sublicensees using the Licensed Technology (including without limitation any
Fuel Products, oil, biomass, Meal Products or other saleable item produced from
or at a Unit).

     


    
      
         


      

      
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    1.10           “Licensed Technology” shall
mean any and all Licensed Patents and Intellectual Property, trade secrets,
copyrights, technological and product know-how (including, without limitation,
such know how as described on the attached Exhibit “A”),
biological matter, or other technology or information possessed by PA which
relates to or is connected with the PA System, including any PA
Improvements.  Notwithstanding the foregoing, the Licensed Technology
shall not include any software or computer programs connected with the PA
System.  The PA System configuration selected herein is for the
creation of biodiesel feedstock and meal; should Licensee desire to select an
alternative system configuration, the parties will in good faith negotiate the
economic and certain other terms and conditions pertaining thereto.

     

    1.11           “Licensee Improvements” shall
mean any and all Improvements made, developed, or discovered solely by Licensee
(or any properly authorized, under Section 3 hereinbelow, Affiliate or
Sublicensee of Licensee, or any third-party contractor under Section 2) to the
Licensed Technology or the PA System during the planning, construction, or
operation of any of the Units.

     

    1.12           “Meal Products” shall mean any
and all co-products created by the Licensed Technology that are remaining after the
removal of the Fuel Products.

     

    1.13           “Net Sales” shall mean the
total of the gross revenue received by Licensee, its Affiliates, any
Sublicensee, or any unauthorized party related to Licensee, its Affiliates or
Sublicensees from the export, sale, use, distribution, or other disposition or
transfer of Licensed Products; provided, however, that Net Sales shall not
include (i) reasonable discounts actually allowed, customary in the trade for
quantity purchases, cash payments, prompt payments, and to wholesalers and
distributors (provided that, unless waived by PA in writing in advance, such
reductions shall not exceed 10% of the highest sale price charged to other
customers), (ii) customary prepaid freight and insurance, and (iii) customs
duties, sales taxes, or other governmental charges actually paid in connection
with sales of Licensed Products (but excluding any form of income
taxes).  Any adjustment to Net Sales resulting from returns of
Licensed Products sold shall only be applied as an adjustment to Net Sales in
succeeding periods. If a Licensed Product is distributed or invoiced for a
discounted price substantially lower than customary in the trade or distributed
at no cost to Affiliates or otherwise, Net Sales shall be based on the customary
amount billed for such Licensed Products.

     

    1.14           “PA Improvements” shall mean
any and all Improvements made by PA, whether solely or acting jointly with
others, to the Licensed Technology or the PA System.

     

    1.15           [Reserved]

     

    1.16           “Software” shall mean the
computer programs required to operate the PA System described on Exhibit “C”, and any
updates, upgrades, improvements, alterations, or modifications
thereto.

     

    1.17           “Sublicensee” shall mean any
person or entity that has a properly authorized sublicense to construct and
operate a Unit, or use any portion of the Licensed Technology or PA System,
pursuant to a sublicense from Licensee after compliance with the provisions of
Section 3 below.


    
      
         


      

      
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    1.18           
“Term” shall mean that
period beginning on the Effective Date and expiring December 31,
2010.

     

    1.19           “Territory” shall mean the
countries of Egypt and Morocco.

     

    
      	
              2.

            	
              GRANT OF
      LICENSE

            


    

     

    2.1         Subject
to the terms and conditions of this Agreement, PA hereby grants to Licensee a
non-exclusive royalty-bearing license to use the Licensed Technology to
construct and operate the Units and sell Licensed Products in the Territory
during the Term in the Field-of-Use.  The right of Licensee to use any
and all Software shall be governed by the terms of a separate Software licensing
agreement.  The right to approach any potential Sublicensees shall be
as follows:

     

    2.1.1                      
For a period of one hundred eighty (180) days after the date hereof, Licensee
will have the right to approach potential Sublicensees in the country of Egypt
with prior written notice to PA.  Such written notice may be in the
form of a list of potential Sublicensees.  Once Licensee provides
written notice of its intent to approach any such potential Sublicensees, then
Licensee shall have the exclusive right to any sub-license or license to such
Sublicensee.  After such one hundred eighty (180) day period, Licensee
shall have the right to approach other potential Sublicensees in the country of
Egypt with PA’s prior written consent.  Once PA grants such consent,
then Licensee shall have the exclusive right to any sub-license or license to
such Sublicensee.

    


    2.1.2                      In
the country of Morroco, Licensee has the right to approach potential
Sublicensees with PA’s prior written consent.  Once PA grants such
consent, then Licensee shall have the exclusive right to any sub-license or
license to such Sublicensee.

     

    2.1.3                      The
Licensee has the option to discuss with PA about approaching potential
Sublicensees outside of the Territory and, in the event that PA grants its
written consent to approaching any such Sublicensee, may approach such potential
Sublicensees.  Once PA grants such consent, then Licensee shall have
the exclusive right to any sub-license or license to such
Sublicensee.  In the event that PA grants the exclusive right for any
use of the Licensed Technology to a third party in a country outside the
Territory in which the Licensee is conducting any activities, then upon written
notice to Licensee, Licensee shall cease any use of the Licensed Technology in
such country, and any efforts to market the Licensed Technology in such country,
except with respect to (a) any sublicenses already granted hereunder, or (b)
potential Sublicensees in discussions with Licensee at the time of PA’s notice
to Licensee above.


    
      
         


      

      
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    2.2                      The
right of Licensee to construct and operate the Units includes the right to
contract with third parties within the Territory to assist in the planning,
construction, and operation of the Units (any such agreements, “Third-Party
Contractor Agreements”); provided, however, that such right, and the Third-Party
Contractor Agreements, shall be subject to and conditioned upon Licensee first
obtaining (i) appropriate (in PA’s reasonable discretion) supervision, control,
and quality assurances by such third parties, (ii) such third parties’ agreement
to be bound in writing in a manner sufficient, in the PA’s reasonable
discretion, to protect any and all rights of PA, including without limitation
the PA’s rights in and to the Licensed Technology, the Licensed Patents and
Intellectual Property, or which may otherwise arise hereunder (such agreement
may include, in the PA’s sole and absolute discretion, naming the PA as a
third-party beneficiary thereunder, or providing some other form of contractual
protection which would allow the PA to directly enforce any breach thereof), and
(iii) to not otherwise exceed the scope of the license under this
Agreement.  Licensee shall be liable for any and all breaches or
violations of this Agreement or any Third-Party Contractor Agreements by any
such third parties.

     

    
      	
              3.

            	
              AFFILIATES;
      SUBLICENSES

            


    

     

    3.1           Licensee
shall have the right to sublicense to any Affiliates provided that such
Affiliates first consent in writing to be bound by the terms of this Agreement
to the same extent as Licensee and such consent has been delivered to
PA.  Licensee shall provide PA with a copy of all documentation
granting any such rights no later than ten (10) Business Days after the date
such documentation is executed and delivered.

     

    3.2           The
parties agree to negotiate in good faith and take commercially reasonable
actions to allow for the minimization of taxes, including without limitation any
withholding taxes.

     

    3.3           Licensee
may sublicense the rights granted to it under Section 2.1 to any third party not
referenced in Section 3.1 or Section 3.2 above by obtaining written approval
from PA prior to entering into any agreement with such third parties, which may
be withheld or conditioned in PA’s sole and absolute discretion, and provided,
that such third party first consents in writing to be bound by the terms of this
Agreement to the same extent as Licensee and such consent has been delivered to
PA.  Licensee shall provide PA with a copy of all documentation
granting any such rights no later than ten (10) Business Days after the date
such documentation is executed and delivered.


    
      
         


      

      
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    3.4           Upon
termination of this Agreement and the termination of the license granted under
Section 2 hereof for any reason other than the expiration of the Term, PA will,
at its sole discretion, through a substitute licensee or designee grant to each
Sublicensee under a valid sublicense relating to the Licensed Technology
existing at the time (provided that such Sublicensee was not the cause for the
early termination of this Agreement) either (a) a temporary, revocable, limited,
non-exclusive sublicense for a period of ninety (90) days (during such time
period PA’s substitute licensee or designee and such Sublicensee may negotiate a
mutually acceptable non-exclusive sublicense agreement), or (b) a temporary,
revocable, limited, non-exclusive license for a period of ninety (90) days
(during such time period PA and such Sublicensee may negotiate a mutually
acceptable non-exclusive license agreement; provided, however, that PA’s
obligations under any such arrangement shall be consistent with and not exceed
PA’s obligation to Licensee under this Agreement, and further provided, that
such Sublicensee agrees in writing sent to PA to assume all obligations of this
Agreement for the benefit and protection of PA, including the obligations to
make all payments due under this Agreement and under any such
sublicense.  PA shall not be responsible or liable for any
liabilities, claims, penalties or damages on the part of Licensee or any
Sublicensee or relating to any sublicenses authorized in Section 3
hereof.

     

    3.5           Licensee
agrees to strictly enforce against any Sublicensee receiving a sublicense under
this Section 3 all of the provisions which are required to be included in such
sublicensing agreements for the protection of PA, as provided in this Section 3;
to advise PA of any violations thereof by any such Sublicensee, and of
corrective actions taken by such Sublicensee and the results thereof; and at the
request of PA to terminate such sublicense agreement with any Sublicensee which
violates any of such provisions for the protection of PA.  If Licensee
fails to exercise such termination rights by giving written notice to such
Sublicensee in question within fifteen (15) days after being requested to do so
in writing by PA, Licensee appoints PA its irrevocable attorney-in-fact to send
a notice of termination in the name of Licensee to such Sublicensee for the sole
purpose of terminating the sublicensing agreement or any specific rights of such
Sublicensee under such sublicensing agreement, it being agreed that PA shall not
incur and shall not assume, and shall not be deemed to assume, any obligations
or liabilities in connection with such action or its power of
attorney.

     

    3.6           In
the event that Licensee enters into any valid sublicense as described in this
Section 3, then Licensee shall, promptly after the date of entering into any
such sublicense, assign such sublicense in whole, and this Agreement in part, to
Green Science Energy LLC, a New York limited liability company in which both the
Licensor and the Licensee both possess equity interests, which shall perform the
Licensee’s duties and obligations with respect to any such sublicense, both as
sublicensor under such sublicense and as Licensee hereunder.

     

    
      
        
        

      

      
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              4.

            	
              PATENT FILING AND
      PROSECUTION

            


    


    4.1           Subject
to the requirements, limitations and conditions set forth in this Agreement, PA
shall have the exclusive right, power, and authority to control: (i) the
preparation, filing, and prosecution of any and all United States and foreign
patent applications connected with the Licensed Technology, the PA System, and
any Improvements to the foregoing which are not Authorized Licensee Improvements
(as defined in Section 10.1 hereinbelow), defined below (including any
interferences and foreign oppositions), and (ii) the maintenance and enforcement
of any and all patents issuing from (i) above or (iii) any Authorized Licensee
Improvements which Licensee fails to file, prosecute or protect as described
below in this Section 4.1.  Subject to the requirements, limitations
and conditions set forth in this Agreement, during the Term Licensee shall have
the exclusive right, power, and authority to control: (x) the preparation,
filing, and prosecution of any and all patent applications worldwide which arise
out of or are connected with any Authorized Licensee Improvement, and (y) the
maintenance and enforcement of any and all patents issuing therefrom worldwide;
provided, however, that PA shall have the right to approve all such filings or
prosecution in writing in advance of making any filings or taking such action
(as applicable), such approval not to be unreasonably withheld.  PA
shall be provided drafts of all such filings no later than thirty (30) days
prior to the proposed filing date, and Licensee shall implement reasonable
requests made by PA with regard to the preparation, filing, prosecution and/or
maintenance of any patent applications and/or patents with respect to any
Authorized Licensee Improvements in any jurisdiction within the
Territory.  Licensee agrees that it shall not surrender patentable
subject matter or narrow claim scope so as to avoid overlap with other
technologies of Licensee or its Affiliates.  Licensee shall, at the
request of PA, file, prosecute, and maintain patent applications and patents, as
the case may be, in those foreign countries within the Territory designated by
PA.   In the event that Licensee does not, within thirty (30)
days following written request from PA, exercise its right to prepare, file or
prosecute any patent applications in connection with any Authorized Licensee
Improvement pursuant to the terms of clause (x) above or maintain or enforce any
patents in connection with any Authorized Licensee Improvement pursuant to the
terms of clause (y) above, PA shall have the right to take such action, and upon
completion of such action, Licensee agrees that PA shall have the sole and
exclusive right, title and interest in such Authorized Licensee Improvement, and
Licensee shall, upon request from PA, execute and deliver such instruments and
take such actions are reasonably necessary in order to transfer to PA, or as the
case may be, establish legal title and interest of such Authorized Licensee
Improvement in and to PA.   Each party shall pay its own legal
fees and out-of-pocket expenses associated with any of the activities of either
party described in this Section 4.1, except as described herein, but including,
without limitation, the prosecution and maintenance of all patents included in
the Licensed Technology or any Licensee Improvements.

     

    4.2           Promptly
after the Effective Date and from time to time in accordance with the terms of
this Agreement and thereafter, Licensee, and its Affiliates, shall disclose to
PA all inventions, technical data, information, and materials relating to the
Licensed Technology or the PA System that could reasonably be considered
Licensee Improvements.


    
      
         


      

      
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              5.

            	
              LICENSING FEES AND
      ROYALTIES

            


    

     

    5.1           Upon
execution of this Agreement, and in consideration of the rights granted to
Licensee hereunder, Licensee shall pay to PA an initial licensee fee in an
amount equal to four million dollars ($4,000,000).  For any Unit which
the Licensee or a Sublicensee desires to construct and operate, Licensee shall
pay PA a licensing fee of eighty-five million U.S. dollars (USD $85,000,000),
which shall be paid in increments according to payment schedules set forth in
Exhibit “D,”
which shall be attached hereto for each Unit the Licensee or a Sublicensee
desires to construct and operate, and which shall be consecutively numbered for
each Unit (Exhibit D-1, D-2., etc.).

     

    Notwithstanding
anything stated to the contrary herein and independent of the construction
schedule for the Units, and for purposes of clarification with respect to
Licensee’s minimum license fee payment commitments under this Agreement,
Licensee agrees to pay minimum increments of the license fees to PA in the
minimum increment amounts and in accordance with the timeline as set forth on
each Exhibit
“D”.

     

    5.2           Licensee
shall pay PA a royalty equal to seven (7%) of any and all Net Sales for each
Unit.

     

    5.3           [Reserved].

     

    5.4           All
payments will be paid to PA in U.S. dollars by check or wire transfer of
immediately available funds, as directed by PA in writing. The remittance of
royalties payable on Net Sales outside the United States shall be payable to PA
in United States Dollar equivalents at the rate of exchange of the currency of
the country from which the royalties are payable, as quoted in The Wall Street
Journal for the last business day of the reporting period for which the
royalties are payable.  If the transfer of, or the conversion into, or
payment of, the United States Dollar equivalents of any such remittance in any
such instance is not lawful or possible, the payment of such part of the
royalties as is necessary shall be made by the deposit thereof, in the currency
of the country where the sale was made on which the royalty was based to the
credit and account of PA or its nominee in any commercial bank or trust company
of PA’s choice, prompt written notice of which shall be given by Licensee to
PA.

     

    5.5           Licensee
shall be responsible for payment of all bank transfer charges, taxes, duties and
other charges imposed by any taxing authority (other than PA’s income taxes) in
connection with any payments, fees, or royalties paid by Licensee to
PA.

     

    5.6           Amounts
payable under Sections 5.2 hereof shall be paid, quarterly, in arrears, to PA
within fifteen (15) days of the end of the calendar quarter in which such
royalties are incurred.


    
      
         


      

      
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    5.7           In
the event that Licensee and PA do not agree regarding whether the sale of
products or services is within the scope of any royalty or payment obligation
herein, the following dispute resolution procedures shall apply: (1) Either
party can raise a dispute as to a sale, a royalty, or other payment obligation
by objecting to such sale, royalty, or payment obligation, in writing, to the
other party.  (2) Thereafter, the CEO of PA (or designee thereof) and
the CEO of Licensee (or designee thereof) shall have thirty (30) days in which
to negotiate in good faith to resolve the dispute.  If these
negotiations are insufficient to resolve the dispute, then the parties shall
enter into binding arbitration as described in Section 22 hereof, unless
otherwise agreed by the parties in writing; and judgment upon the arbitration
award may be entered in any court having jurisdiction.  Each party
shall bear its own costs in any such arbitration.

     

    5.8           If
either Licensee, or any of its Affiliates or Sublicensees desires to solicit or
accept any consideration for the sale of any Licensed Product (either directly
or indirectly) not in accordance with the terms of the Net Sales as established
herein,  Licensee shall seek PA’s prior written consent, which consent
may be conditioned or withheld in PA’s reasonable
discretion.  Licensee shall not enter into any transaction with any
Affiliate or Sublicensee that would circumvent its monetary or other obligations
under this Agreement.

     

    5.9           In
the event that Licensee, Affiliates, or Sublicensees sell Licensed Products to a
Third Party to whom it also sells other products or services, the price for such
Licensed Products shall not be established such that the Net Sales or
consideration covered by Section 5 is below fair market value with the intent of
increasing market share or consideration for other products or services sold by
Licensee, Affiliates, or Sublicensees or for the purpose of reducing the amount
of royalties and  consideration covered by Section 5 payable to PA
under this Agreement.  If the sale of a Licensed Product under such
circumstances results in Net Sales or other consideration below the fair market
value of such Licensed Product, then the Net Sales or consideration covered by
Section 5 shall be deemed to be the fair market value for purposes of
calculating payments owed to PA under this Agreement.  The parties
acknowledge that Licensee currently possesses and/or may pursue access to other
intellectual property rights that are not covered by this
Agreement.  Sale of any product that is not a Licensed Product will
not create any royalty obligation under this Agreement.

     

    
      	
              6.

            	
              CONFIDENTIALITY

            


    

     

    6.1           Each
party undertakes during the Term of this Agreement, and for a period of five (5)
years following the termination of this Agreement, to hold in confidence and not
to use or disclose to any other person or entity, or to use for any purpose
other than pursuant to this Agreement, any confidential or proprietary
information, knowledge, know how, materials or data (the “Confidential
Information”) received from the other party, and which is reasonably
identifiable as confidential by the receiving party.  Information
which is communicated orally shall be considered Confidential Information if
such information is either identified in writing as confidential or proprietary
at time of initial disclosure or confirmed in writing as being Confidential
Information within a reasonable time after the initial
disclosure.  Licensee shall require any Sublicensee to assume the same
obligation in any sublicenses.  The obligation under this Section 6.1
shall not apply to information which:


    
      
         


      

      
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    6.1.1     is
known to the receiving party or any of its Sublicensees prior to its receipt by
the receiving party, without violating any confidentiality obligation, and can
be so proven by written records; or

     

    6.1.2     is
received at any time by the receiving party or its Sublicensees in good faith
from another person or entity lawfully in possession of it and having the right
to disclose the same, and can be so proven by written records; or

     

    6.1.3                      is
as of the date of receipt by the receiving party in the public domain or
subsequently enters the public domain other than by reason of acts or omissions
of the employees or agents of the receiving party or its Sublicensees which acts
or omissions have not been consented to by the other party, and can be so proven
by written records;

     

    6.1.4                      is
independently developed by or on behalf of the receiving party without resort to
the other party’s Confidential Information as can be shown by reasonable
documentary evidence.

     

    6.2        
 Notwithstanding the provisions of Section 6.1, Licensee may use the
Confidential Information received from PA solely as necessary in connection with
applying for and securing any governmental authorizations necessary for it to
perform its obligations hereunder.  PA and Licensee may also disclose
Confidential Information to the extent required by applicable law, provided that
the party required to make such disclosure cooperates with the other party’s
efforts to limit such disclosure and notifies such other party upon receipt of
any order or request for such disclosure

     

    
      	
              7.

            	
              CONSTRUCTION, AND OPERATION OF
      UNITS AND UNIT INCREMENTS

            


    

     

    7.1          Once
construction for a Unit is completed by Licensee, Licensee shall, at its sole
cost and expense (except for those items to be provided by PA as set forth on
the attached Exhibit
“A”), use commercially reasonable efforts in operating such Unit to
generate and maximize Net Sales therefrom.

     

    7.2          Licensee
or any Sublicensee shall not commence construction on any Unit Increment or Unit
until PA has granted PA’s approval, in its sole and absolute discretion, for the
commencement of construction for such Unit Increment or Unit.  No
later than sixty (60) days prior to the date on which the Licensee intends to
commence construction on any Unit Increment, Licensee shall submit to PA for
review and approval final copies of all architectural, engineering, and
construction plans, diagrams, agreements, tables, drawings, designs, with
respect to the planning and construction of any such Unit Increment, and any
other documents related thereto which may be requested by PA.  Upon
receipt of the required items as described in the immediately preceding
sentence, PA shall provide such approval, rejection or approval within thirty
(30) days from receipt of such plan, diagram, table, drawing, design or
document.


    
      
         


      

      
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    7.3           During
the construction of any Unit or Unit Increment, Licensee will allow PA’s
personnel reasonable access to all construction and manufacturing sites and
facilities associated with such Unit or Unit Increment.  Licensee
shall obtain PA’s written consent (which consent may be withheld or conditioned
in PA’s sole and absolute discretion) prior to making any Design
Change.

     

    7.4           For
the construction of each Unit, so long as Licensee has not defaulted under this
Agreement, PA shall at its expense assemble a science and engineering team of
its personnel which are necessary (as reasonably determined by PA) to provide
technical assistance to Licensee in the planning, construction, and operation of
any Unit as further described below and in that certain Service and Support
Agreement entered into between the parties, a form of which shall be attached as
Exhibit “E” for
each Sublicensee.  PA may provide such services through one or more of
its affiliates, including without limitation, a company based in the
Territory.  The science and engineering team, part of which may be
located at Licensee’s facilities or the site of the build out of a Unit, will
provide the following:

     

    (a)         technical
assistance with the initial planning for each Unit, which shall include, but not
be limited to, assistance with the facility layouts, technical specifications,
machinery requirements, and operating procedures;

     

    (b)         reasonable
science and engineering assistance and support during the construction of the
Units; and

     

    (c)         on-going
engineering and commercial service and support as reasonably needed during the
operation of the Units in order for the Units to function in a commercially and
economically viable manner as specified in the Service and Support
Agreement.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    7.5           Construction
for any Unit, or any Unit Increment, shall not be deemed complete hereunder
until PA inspects and “Certifies” such Unit.  As used herein,
“Certifies” or “Certified” shall mean that, after inspection, and any testing
deemed necessary by PA in its reasonable discretion, PA has determined, in PA’s
sole and absolute discretion, that the Unit has been properly constructed, that
the Licensed Technology has been properly incorporated and implemented into the
Unit, that all necessary governmental approvals, authorizations, and consents to
operate the Unit have been obtained, and that the Unit is otherwise capable of
operating according to PA’s customary performance parameters for the PA
System.  In the event PA Certifies a Unit or Unit Increment, PA will
provide written evidence of such to Licensee.  Notwithstanding
anything contained herein to the contrary, Licensee shall not begin commercial
operations of any Unit or Unit Increment, or otherwise operate any Unit or Unit
Increment with the intent of producing any Licensed Products, until such Unit or
Unit Increment has been Certified by PA under this Section 7.5.

     

    7.6           Licensee
shall use commercially reasonable efforts to prepare and file or cause to be
prepared and filed all necessary applications to obtain any necessary approvals,
consents, or other authorizations for the construction, and operation of Units
and the sale of Licensed Products in the name of Licensee or its Affiliates or
Sublicensees from any necessary governmental authorities in the Territory or
where Licensee, its Affiliates or Sublicensees intend to use or sell the
Licensed Products.  Licensee shall use commercially reasonable efforts
in the performance of any investigation, testing, and solicitation of government
approvals pertaining to the use of the Licensed Technology.

     

    7.7           Licensee’s
capitalization structure, including without limitation both debt, convertible
debt, and any form of option to purchase equity, is as set forth in detail on
Exhibit
“F”.

     

    
      	
              8.

            	
              REPORTS; AUDIT
      RIGHTS

            


    

     

    8.1           During
the Term, for each Unit, during the planning and construction of such Unit and
prior to the time in which PA Certifies such Unit, no later than ten (10) days
after each calendar quarter after the Effective Date, Licensee shall submit to
PA a progress report describing the material planning and construction
activities with respect to such Unit during such immediately preceding
quarter.  The progress reports submitted under this Section 8.1 shall include, but not
be limited to, the following topics:

     

    
      	
               
      

            	
              ·

            	
              summary
      of work completed;

            


    

     

    
      	
               
      

            	
              ·

            	
              summary
      of work in progress;

            


    

     

    
      	
               
      

            	
              ·

            	
              summary
      of any contracts or agreements entered into with respect to the
      Unit;

            


    

     

    
      	
               
      

            	
              ·

            	
              current
      schedule of anticipated events or milestones;
  and

            


    

     

    
      	
               
      

            	
              ·

            	
              a
      summary of resources (dollar value) spent in the reporting
      period.

            


    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    In
addition, Licensee shall provide all other information available to Licensee
which is reasonably related to or connected with the planning or construction of
any Unit which PA requests.  All reports due from Licensee to PA under
this Agreement, including without limitation the progress reports above, shall
be submitted in English.  All such progress reports shall be true,
accurate, clear and complete in all respects, and shall contain no misleading
information.

     

    8.2           With
each payment pursuant to Sections 5.2, 5.3, or 5.4 hereunder, during the Term of
this Agreement (including the last day of any such calendar quarter following
the expiration date of this Agreement), Licensee shall provide PA with a report
detailing:  (i) all royalties and other revenue owed to PA hereunder
with an itemization of the source of such revenue (e.g., whether due to sales of
products (including model numbers), and services received from Sublicensees, or
other commercial partners, etc.), (ii) gross and Net Sales on all Licensed
Products sold, (iii) other information reasonably requested by PA.  If
no payment is due for any period, Licensee shall so report.  The
report must be accompanied by a signed, duly notarized affidavit from the CEO
and CFO of the Licensee attesting that the report is complete and accurate in
all respects.

     

    8.3           Licensee
shall keep, and it shall require its Sublicensees to keep, accurate records in
accordance with generally accepted accounting principles and in sufficient
detail including reporting of Net Sales and all appropriate deductions claimed,
to enable the payments due under Section 5 to be determined.  Upon the
request of PA, Licensee, its Affiliates and its Sublicensees shall permit an
independent certified public accountant selected by PA to have access during
regular business hours and upon reasonable notice to Licensee, to inspect and
copy those records of Licensee and its Affiliates, and Sublicensees as may be
necessary or desirable to verify the accuracy of the reports given pursuant to
this Agreement.  Should the audit reveal an underpayment discrepancy
of ten (10%) or more between any payment reported and any payment actually due
to PA, Licensee shall pay all fees and expenses incurred in conducting the
audit; otherwise PA shall pay the fees and expenses incurred in conducting the
audit and inspection.  Underpayment discrepancies shall be paid
promptly by Licensee to PA and overpayment discrepancies shall be credited to
Licensee’s account in connection with the next subsequent payment of
royalties.

     

    
      	
              9.

            	
              WARRANTIES AND
      INDEMNIFICATION

            


    

     

    9.1          PA
hereby represents and warrants as follows:

     

    9.1.1                      Except
as disclosed on Exhibit “B”, PA owns
the Licensed Technology and the Licensed Technology and PA Improvements doe not,
and will not (to the best of PA’s knowledge), infringe or violate any third
party intellectual property rights and no third party has infringed upon PA’s
rights in the Licensed Technology or PA Improvements.

     


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    9.1.2                      PA
has the right, power, and authority to enter into this Agreement, that the
Agreement has been duly executed and delivered, that the Agreement is legal,
valid, and binding according to its terms, and that the Agreement does not
contravene any other agreement to which PA is a party or its governing documents
(including without limitation its Certificate of Organization and Amended and
Restated Limited Liability Company Agreement).

     

    9.1.3                      The
technical description in Exhibit “A” is true and
correct in all material respects.

     

    9.1.4                      The
Licensed Technology and all PA Improvements comply with all applicable federal,
state or local rules, regulations or laws and that, in the event the Licensed
Technology and/or PA Improvements require updating or modifications to enable
them to continue to comply with such rules, regulations or laws, PA shall timely
implement the appropriate modifications at no additional charge to
Licensee.

     

    9.1.5                      There
is no action, suit, claim, investigation or proceeding pending, or to the best
of PA’s knowledge, threatened against, by or affecting PA or the Licensed
Technology which, if adversely decided, might adversely affect PA’s ability to
enter into this Agreement, PA’s performance of its obligations hereunder, or
Licensee’s use and sublicensing of the Licensed Technology.  As of the
Effective Date, PA further represents and warrants that it does not know of any
basis for any such action.

     

    9.1.6                      There
is no existing pattern or repetition of licensee complaints regarding the
Licensed Technology, including performance issues, and that PA’s engineers have
not currently identified any repeating adverse impact on the Licensed
Technology, including performance, for which the root cause is believed to be a
flaw or defect in the Licensed Technology.

     

    9.1.7                      Each
of PA’s employees or permitted contractors (“Employee”) assigned to perform any
services hereunder, including engineering and/or support services, has the
proper skills, training, and professional background to perform such services,
such services will be performed in a competent and professional
manner.

     

    9.1.8                      PA
can, and will, perform its obligations hereunder without violating any
applicable government law, regulation, or rule.

     

    9.2         Licensee
hereby represents and warrants as follows:

    


    9.2.1                      Licensee
has the right, power, and authority to enter into this Agreement, that the
Agreement has been duly executed and delivered, that the Agreement is legal,
valid, and binding according to its terms, and that the Agreement does not
contravene any other agreement to which Licensee is a party or its governing
documents (including without limitation any certificate of organization or
operating agreement).


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    


    9.2.2                      Licensee
can, and will, perform its obligations hereunder without violating any
applicable government law, regulation, or rule.

    


    9.2.3                      Licensee
has all resources (including, without limitation, financial, engineering, and
technical resources) which may be necessary to perform its obligations hereunder
(including, without limitation, its obligations under Sections 5 and 7), and can
demonstrate, to the PA’s reasonable satisfaction, that such resources are
sufficient to enable Licensee to perform its obligations hereunder.

     

    9.2.4                      Licensee,
and any Affiliate and Sublicensee, will use the Licensed Technology exclusively
for the production of Licensed Products or as otherwise permitted under this
Agreement.

     

    9.2.5                      Licensee
represents and warrants that, as of the Effective Date, and at all times
thereafter, it has adequate capitalization to perform its obligations under this
Agreement.

     

    9.3         The
representations and warranties under this Section 9 shall survive execution of
this Agreement.

     

    9.4         OTHER
THAN AS SPECIFICALLY SET FORTH ABOVE, NEITHER PARTY, ANY AFFILIATE, NOR ANY OF
ITS OR THEIR RESPECTIVE  DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS,
MAKE ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AND HEREBY
SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE WITH RESPECT TO ANY SUBJECT MATTER HEREUNDER OR USE THEREOF,
AND, OTHER THAN AS MAY BE DESCRIBED HEREIN.  Neither party has relied
on any oral or written statements or any other materials provided by the other
party in connection with this Agreement and the decision to enter into this
Agreement is based solely on each party’s independent due
diligence.

     

    9.5          PA agrees to indemnify,
defend and hold Licensee and its officers, agents and employees harmless from
and against any and all claims, losses, costs, damages or liabilities, including
but not limited to legal fees, expert witness fees, costs and expenses, directly
or indirectly arising from or related to any actual or alleged infringement
(including without limitation contributory infringement), misappropriation, or
violation of any third party’s patents, copyrights, trade secret rights,
trademarks, or other intellectual property or proprietary rights of any nature
or jurisdiction in the world ("Infringement Claim") asserted against Licensee
and/or Sublicensee(s) or one of the indemnified parties by virtue of Licensee’s
or Sublicensee’s use of the PA System.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    9.5.1     Licensee
will use reasonable efforts to notify PA of any Infringement Claim for which
Licensee believes it is entitled to indemnification under this Section 9 and
which Licensee desires PA to defend.  However, Licensee’s failure to
provide such notice or delay in providing such notice will relieve PA of its
obligations under this Section 9.5 only if and to the extent that such delay or
failure materially prejudices PA’s ability to defend such Infringement
Claim.  PA shall have the right to control and direct the
investigation, defense and settlement of each such claim.  Once PA
assumes the defense of an Infringement Claim, it will be conclusively presumed
that PA is obligated to indemnify Licensee for such Infringement Claim, and
Licensee will cooperate with PA, at PA’s reasonable request and at PA’s expense,
in the defense of the Infringement Claim.  No settlement of any
Infringement Claim will be binding on Licensee without Licensee’s prior written
consent.  Licensee may participate in the defense of the claims by
counsel of its own choosing, at its cost and expense.  Licensee has
the right to assume its own defense of any Infringement Claim at PA’s expense if
PA fails to promptly assume the defense of Licensee with respect to such
claim.

     

    9.5.2     Should
the PA System, or any portion thereof, become, or in PA's opinion be likely to
become, the subject of an Infringement Claim, PA shall at its option and sole
expense either: (i) procure for Licensee and all Sublicensees the right to
continue to use the PA System as contemplated hereunder, or (ii) modify the PA
System to eliminate any Infringement Claim which might result from its use
hereun­der, provided that the PA System’s performance must remain at least
as good as provided in Exhibit “A”, or
(iii) replace the PA System with an equally suitable, compatible and
functionally equivalent non-infringing PA System at no additional charge to
Licensee.  If none of these options is reasonably available to PA,
then this Agreement may be terminated at the option of either party, without
further obligation or liability on the part of either party, except that PA
agrees to promptly refund to Licensee all sums paid to PA hereunder other than
the initial, four million dollar ($4,000,000) payment.  In no event
shall Licensee be liable to PA for any charges after the date that Licensee no
longer uses the PA System because of an Infringement Claim.

     

    9.6          Notwithstanding
anything stated to the contrary, in no event shall either party be responsible
or liable for any indirect, special, punitive, incidental, or consequential
damages or losses, including, without limitation, losses of use, profits,
business, reputation or financing  or other economic loss or damage
with respect to this Agreement regardless of any legal theory, whether arising
in contract, warranty, tort (including negligence), strict liability or
otherwise.  All warranties provided by PA under this Agreement in
connection with the Licensed Technology or the PA System shall automatically
become null and void to the specific extent that any Improvement or Design
Change not approved by PA made or caused by Licensee, or its Affiliates or
Sublicensees, caused a breach of such warranty(ies).  The limitations
on liability contained in this Section 9.6 apply even though a party may have
been advised of the possibility of such damage.  TO THE MAXIMUM EXTENT
LEGALLY ALLOWED, EACH PARTY’S TOTAL AGGREGATE LIABILITY (ARISING OUT OF OR IN
CONNECTION WITH BUT NOT LIMITED TO ANY BREACH OF CONTRACT, NEGLIGENCE, TORT,
LIQUIDATED DAMAGES, SPECIFIC PERFORMANCE, TERMINATION, CANCELLATION INCLUDING,
THE REPAYMENT OF THE CONTRACT PRICE, FUNDAMENTAL BREACH, BREACH OF WARRANTIES,
MISREPRESENTATION, NONPERFORMANCE, NON-PAYMENT, OR ANY OTHER) WHETHER BASED IN
CONTRACT, IN TORT, IN EQUITY, ON STATUTE, AT LAW OR ON ANY OTHER THEORY OF LAW,
SHALL NOT EXCEED THE AMOUNT OF ANY PAYMENTS OF LICENSING FEES PAYABLE BY
LICENSEE.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    9.7         THE
LIMITATIONS ON LIABILITY AND REMEDIES CONTAINED IN SECTION 9.6 ABOVE SHALL NOT
APPLY TO:

     

    9.7.1        LIABILITY
ARISING UNDER SECTION 9.5 OF THIS AGREEMENT; AND/OR

     

    9.7.2                      DAMAGES
INCURRED DUE TO INTENTIONAL OR GROSSLY NEGLIGENT ACTS OR OMISSIONS BY EITHER
PARTY; AND/OR

    


    9.7.3                      DAMAGES
INCURRED DUE TO OF EITHER PARTY’S OBLIGATIONS HEREUNDER.

    


    9.8         Licensee
hereby agrees to indemnify, defend, save and hold each and all PA Parties
harmless from and against any and all claims, demands, or actions (“Claims”)
asserted by any other person or entity alleging or seeking recovery or other
relief for any liability, cost, fee, expense, loss, or damage arising or
resulting from the use of Licensee Inprovements by Licensee, its customers,
end-users, Affiliates, agents, employees, directors, officers (collectively
“Agents”), or its Sublicensees or their Agents, however the same may
arise.  Licensee shall not, and shall require that its Affiliates, and
Sublicensees not, make any statements, representations or warranties whatsoever
to any person or entity, or accept any liabilities or responsibilities
whatsoever from any person or entity that, as to any PA Party, are inconsistent
with any disclaimer or limitation included in Section 9.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    
      	
              10.

            	
              OWNERSHIP AND PATENT
      ENFORCEMENT

            


    


    10.1           As
between the parties hereto, PA owns and shall own any and all right, title and
interest in and to the Licensed Technology, the PA System, and any PA
Improvements regardless of whether developed prior to or after the Effective
Date.  Neither Licensee nor any of its Affiliates or Sublicensees
shall attempt to create, devise, make or discover any Licensee Improvements, or
otherwise attempt to modify, alter, or change the Licensed Technology or the PA
System, without the prior express written consent of PA (any such authorized
Licensee Improvements receiving PA’s express prior written consent shall herein
be referred to as, “Authorized Licensee Improvements”).  Licensee
shall own any and all right, title, and interest in and to any Authorized
Licensee Improvements.  In the event that Licensee or any party other
than PA creates, devise, makes or discovers any Licensee Improvements without
PA’s prior written consent, then PA shall own all right, title, and interest in
and to such Licensee Improvements.  Licensee shall, and shall cause
each of its Affiliates, Sublicensees, employees and agents to, take all actions
and to execute, acknowledge, and deliver all instruments or agreements
reasonably requested by PA, and necessary for the perfection, maintenance,
protection, enforcement or defense of the rights of PA or PA with respect to any
Licensed Technology, the PA System, any PA Improvements, or any Licensee
Improvements not made in compliance with this Section.

     

    10.2           No
later than thirty (30) Business Days after the creation or discovery of any
Licensee Improvements (regardless of whether such Licensee Improvements are
Authorized Licensee Improvements), Licensee shall inform PA in writing about
such event and shall provide a complete description of any such Licensee
Improvement and all supporting research, data, or other information concerning
such Licensee Improvement.  In the case of any Licensee Improvements
solely created or discovered by a Sublicensee, Licensee shall inform PA thirty
(30) Business Days after Licensee knows, or should have known, of such Licensee
Improvement, provided that Licensee shall use commercially reasonable efforts to
monitor the activities of its Sublicensees and require in its sublicense
agreement(s) that each Sublicensee provides sufficient notice to Licensee of any
Licensee Improvement created or discovered by such Sublicensee in order for
Licensee to comply with this Section 10.2.  PA will have the right to
an exclusive, perpetual, worldwide, royalty-free license to any and all
Authorized Licensee Improvements in all fields of use.  PA shall have
the right to sub-license any such Authorized Licensee Improvements to any third
party to whom it currently licenses the PA System or the Licensed Technology or
to whom it intends to license the PA System or the Licensed
Technology.

     

    10.3           Each
party shall inform the other party promptly in writing, and in any event no
later than fifteen (15) Business Days after the date on which the party learned,
or should have learned, of any alleged infringement by any other person or
entity of the Licensed Technology, the PA System, or any Licensee Improvements
which comes to its attention and of any available evidence thereof.

     

    10.4           Upon
notice by either party of an alleged infringement under Section 10.2, either
party can, subject to Section 10.7, require the reasonable cooperation of the
other party to take all reasonable steps to enforce any relevant rights to the
Licensee Improvements against infringers.  If the parties jointly
agree to enforce such rights against any alleged infringement, all costs and
proceeds shall be shared equally.  In the event that either party
declines, as described in Sections 10.5 and 10.6 hereinbelow, to participate in
an enforcement action, the Enforcing Party may require, subject to Section 10.7,
the Declining Party to provide reasonable cooperation, at the Enforcing Party’s
sole expense.  In such an event, subject to the terms hereunder, the
Enforcing Party shall enjoy any and all proceeds without any obligation of
payment to the Declining Party.  Notwithstanding the previous
sentence, and for avoidance of doubt, if Licensee is the Enforcing Party in such
an action, any proceeds received by Licensee with respect to the infringement
shall be subject to royalties as set forth in Section 5.


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    10.5           If
either party is not willing to take action against an infringer of the Licensee
Improvement, such party (the “Declining Party”) shall, within a reasonable time,
but not more than sixty (60) days after receipt of notice of the alleged
infringement, notify the other party (the “Enforcing Party”) that it will not
take action against the infringer.  The Declining Party shall permit,
if legally necessary, the use of its name and shall execute any documents and do
any acts as may be reasonably necessary for the purpose of taking such
action.  The Enforcing Party shall keep the Declining Party informed
of the progress of the action, and the Declining Party shall be entitled to
engage separate counsel at any time at its own
expense.  Notwithstanding the foregoing, the Declining Party can join
any action by the Enforcing Party at its own expense.

     

    10.6           In
the event that a declaratory judgment action alleging invalidity or
non-infringement of any of the Licensee Improvement in the Territory shall be
brought against either party (the Responding Party), the Responding Party shall
notify the other party in writing immediately upon receiving notice thereof, and
the parties shall consult concerning the action to be taken.  The
other party, at its option, shall have the right no later than thirty (30) days
after commencement of such action to join the action and share the expense
thereof.  In such event, the parties will confer prior to making any
decision regarding settlement or other significant decisions regarding the suit
or action and no such decision will be made without the consent of both parties,
which consent will not be unreasonably withheld, conditioned or
delayed.

     

    10.7           Any
infringement suit which either party may institute to enforce the Licensee
Improvement pursuant to this Agreement, or in a suit for patent infringement
which is brought by another person or entity against PA or Licensee, which
either party or both parties are required or elect to defend, the other party
hereto shall, at the reasonable request and the expense of the party initiating
such suit (or if any such party is defending such suit at the expense of
Licensee), subject to this Section 10, cooperate in all reasonable respects and,
to the extent reasonably possible, have its employees testify when requested and
make available relevant records, papers, information, samples, specimens, and
the like.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    10.8           Nothing
in this Section shall require either party to breach any obligation of
confidentiality, pre-existing at the time of any request by the other party,
owed to any other person or entity.

     

    
      	
              11.

            	
              COMMUNICATION

            


    

     

    Any and
all notices and communications made hereunder or in connection with this
Agreement shall be made in writing and in English.  Any payment,
notice, or other communication required or permitted to be made or given to
either party pursuant to this Agreement shall be sufficiently made and deemed
given on the date of delivery if hand-delivered, couriered, or sent via Federal
Express, UPS, or DHL to the party, or on the date five (5) Business Days after
it is sent to the party by mail, international first class postage prepaid
(followed up by fax and electronic mail on the same day it is delivered),
addressed to the party at its address set forth or to such other address as it
shall be designated by written notice to the other party as
follows:

     

    
      	
               
      

            	
              In the case of
      PA:

            


    

     

    
      	
               
      

            	
              PA
      LLC

            


    

    
      	
               
      

            	
              1901
      South Harbor City Boulevard

            


    

    
      	
               
      

            	
              Suite
      300

            


    

    
      	
               
      

            	
              Melbourne,
      Florida 32901

            


    

    
      	
               
      

            	
              U.S.A.

            


    

    Fax: +1
321 723 7047

    Attn:  Chief
Executive Officer

    


    
      	
               
      

            	
              In the case of Master
      Licensee:

            


    

     

    
      	
               
      

            	
              Congoo,
      LLC

            


    

    
      	
               
      

            	
              92
      East Main Street

            


    

    
      	
               
      

            	
              Suite
      402

            


    

    Somerville,
New Jersey 08876Fax: (908) 707-4005

    
      	
               
      

            	
              Attn.:
      President

            


    

    


    
      	
              12.

            	
              ASSIGNMENTS

            


    

     

    Except as
set forth below and with respect to sublicenses granted in accordance with
Section 3, this Agreement (or any rights, interests, or obligations set forth
hereunder) shall not be assignable by either party (or transferred by operation
of law) without the prior written consent of the other party, which will not be
unreasonably conditioned, withheld, or delayed.  Notwithstanding the
foregoing, the parties agree that at any time, either party may assign its
rights and obligations to any Affiliate of such party.


    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

    
      	
              13.

            	
              PATENT
      MARKING

            


    

     

    
      	
               
      

            	
              Licensee,
      Affiliates, and Sublicensees shall mark all packaging and documentation
      for Licensed Products, and when possible the Licensed Product itself, with
      permanent and legible designation of the number of applicable Licensed
      Patents and Intellectual Property in accordance with each country’s
      applicable patent laws.

            


    

     

    
      	
              14.

            	
              TERMINATION

            


    

     

    14.1           (a)
Failure by PA or Licensee to comply with any of the material terms contained in
this Agreement shall entitle the other party to give to such defaulting party
written notice requiring it to cure the default.  If the default is
not cured within thirty (30) days after the receipt of the notice of default,
the notifying party shall be entitled (without prejudice to any of its other
rights conferred on it by this Agreement or applicable law) to terminate this
Agreement by giving notice to take effect immediately upon receipt by the party
in default.  The right of either party to terminate this Agreement
shall not be affected in any way by its waiver of, or failure to take action
with respect to, any previous default.

     

    14.2           This
Agreement shall automatically terminate if (i) either party shall voluntarily or
involuntarily go into liquidation or bankruptcy, takes steps or prepare for such
liquidation or bankruptcy, makes an assignment for the benefit of creditors, or
have a receiver or a trustee appointed for its properties, unless such action is
terminated or dismissed within ninety (90) days of initiation thereof; (ii)
either party is unable to pay its debts when due or ceases to continue material
business operations, or (iii) if Licensee otherwise unwinds or dissolves its
business.

     

    14.3           Notwithstanding
the foregoing Sections, PA may terminate this Agreement by written notice at any
time “for-cause”.  As used herein, “for-cause” shall
mean:  (a) fraud or misrepresentation with respect any material
obligations hereunder (including without limitation, the representations and
warranties contained in Section 9.2); (b) any change in the information
contained in Section 23 or violation of the covenants or obligations contained
therein; (c) Licensee has engaged in illegal conduct (under any applicable law);
or (d) Licensee assigns or sublicenses, or attempts to assign or sublicense,
this Agreement or any of the Licensed Technology in violation of Section 3
hereof.

     

    14.4           If
not sooner terminated as provided or permitted herein or extended by mutual
agreement in writing, this Agreement shall automatically terminate upon
expiration of the Term.


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    14.5           Upon
termination of this Agreement for any reason, each party shall promptly deliver
or cause to be delivered to the other party all Confidential Information, and
Licensee shall promptly deliver or cause to be delivered all Licensed
Technology.  Upon termination of this Agreement, Licensee shall no
longer have the right to use the Licensed Technology or any
Units.  Notwithstanding the foregoing, in the event that PA terminates
this Agreement under Section 14.1 above, such termination shall be only a
partial termination and this Agreement will continue with respect to any Units
already Certified; provided, however, that (i) each party continues to be bound
by any and all terms, conditions, and obligations of this Agreement with respect
to such Units (including, without limitation, all reporting and payment
obligations hereunder), (ii) in the event of any further breach, violation, or
non-compliance of such terms, conditions, or obligations, PA may terminate this
Agreement pursuant to Section 14.1 with respect to such Units by written notice
to Licensee.

     

    
      	
              15.

            	
              RIGHTS AND OBLIGATIONS
      FOLLOWING TERMINATION

            


    

     

    15.1           Termination
of this Agreement, by expiration or otherwise for any reason, shall not
terminate (i) PA’s right to receive all undisputed payments and royalties due
and accrued and unpaid on the Effective Date of the termination, (ii) Licensee’s
license to use the Licensed Technology in order to exercise its rights under the
separate Marketing and Agency Fee Agreement between PA and Licensee, effective
December 24, 2009, and (iii) the rights and obligations set forth in Sections 4,
5, 6, 8, 9 and 10.

     

    15.2           Following
any termination of this Agreement, by expiration or otherwise (other than
termination by PA pursuant to Sections 14.2 or 14.3 hereof), Licensee and its
Sublicensees, may sell for a three (3) month period after termination, in
accordance with the terms of this Agreement, any Licensed Product which was in
process of manufacture or finished on the Effective Date of the termination;
provided, however, that with respect to these sales, Licensee shall continue to
be bound by all of its obligations under this Agreement, including without
limitation all reporting and payment obligations hereunder.

     

    
      	
              16.

            	
              [Reserved.]

            


    

     

    
      	
              17.

            	
              FORCE
      MAJEURE

            


    

     

    A party
shall not be liable for failure to act or delay upon fulfillment of all or part
of this Agreement, or any breach of this Agreement which is caused by or due to
acts to acts of nature, war, warlike condition, terrorism, revolution, fire, or
flood (each, a “Force
Majeure Event”) during the duration of the Force Majeure Event; provided,
however, that if such failure to act or delay continues for longer than ninety
(90) days, then either party may otherwise terminate this Agreement as provided
herein.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
      	
              18.

            	
              COOPERATION ON
      DISPUTES

            


    


    Each
party shall reasonably cooperate with the other party in regard to any inquiry,
dispute or controversy in which the other party may become involved and of which
the other party may have knowledge.  Such cooperation shall include
disclosure of relevant documents and financial information, and interviews of
Licensee’s personnel.  Such obligation shall continue after the
expiration or termination of this Agreement.

     

    
      [Reserved.]

    

     

    
      	
              19.

            	
              WAIVER

            


    

     

    
      	
               
      

            	
              No
      waiver by either party to this Agreement of any breach or default of any
      of the covenants or agreements set forth in this Agreement shall be deemed
      a waiver as to any subsequent and/or similar breach or
      default.

            


    

     

    
      	
              20.

            	
              FAILURE TO
      PERFORM

            


    

     

    
      	
               
      

            	
              If
      it becomes necessary for either party to undertake legal action against
      the other because of a failure of performance due under the terms of this
      Agreement, then the prevailing party shall be entitled to recover
      reasonable attorney’s fees in addition to costs and necessary
      disbursements.

            


    

     

    
      	
              21.

            	
              GOVERNING LAWS;
      DISPUTES

            


    

     

    THIS
AGREEMENT SHALL BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE STATE AND
FEDERAL LAWS WITHIN THE JURISDICTION OF THE STATE OF NEW YORK, without regard to
conflicts of laws principles.  Any dispute or controversy arising out
of or connected with, or relief sought pursuant to, this Agreement shall be
finally settled by binding arbitration under the Rules of Arbitration of the
International Chamber of Commerce by one arbitrator appointed in accordance with
said Rules.  The venue of any such arbitration or other proceeding
entered into in connection herewith shall be New York, New
York.  Judgment upon any arbitration award may be entered in any court
having jurisdiction.  The proceedings shall be conducted in the
English language.  Each party shall bear its own costs in any
arbitration hereunder.  The official and governing text of this
Agreement shall be English.

    


    Notwithstanding
the foregoing, in the event of any actual or threatened default in or breach of
any of the terms, conditions and provisions of Section 6, Section 10, or Section
15 by Licensee, PA and its Affiliates shall have the right to seek specific
performance or injunctive relief in addition to any and all rights and remedies
at law or in equity, or hereunder, and all such rights and remedies shall be
cumulative.

    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      	
              22.

            	
              GOVERNMENT REGULATIONS;
      ANTI-CORRUPTION

            


    


    22.1           Licensee
shall meet or exceed all regulatory standards implemented by any applicable
government for the design, construction, and operation of the Units or the
Licensed Technology, and any production and sale of Licensed
Products.  Licensee shall bear all costs and expenses associated with
meeting regulatory standards.  Licensee shall comply fully with all
other applicable laws, rules and regulations, including without limitation the
United States and any jurisdiction in the Territory.

     

    22.2           Licensee
has represented and warranted to PA, and hereby reaffirms its representation,
that no Affiliate, director, employee, or direct or indirect owner of Licensee,
or any representative, consultant or agent of Licensee who will be involved in
Licensee’s performance of the License Agreement or the project contemplated
under that agreement, is a Government Official, political party official or
candidate, or a close family member or designee of such an official or
candidate.  In the event that during the term of this Agreement there
is a change in the information contained in this paragraph, Licensee agrees to
make immediate disclosure to PA.  If, in PA’s sole and absolute
discretion, such change substantially detracts from or increases the risks
related to its relationship with Licensee, such changes will constitute grounds
for “for-cause” termination of this Agreement under Section 14.3.  In
addition, Licensee shall promptly advise PA of any material change in the
ownership interests in or management of Licensee.

     

    22.3           Notwithstanding
anything else in this Agreement to the contrary, Licensee affirms that it, or
its Affiliates, have not and will not, in connection with the actions
contemplated by this Agreement or in connection with any other business
involving PA, make, offer, promise, agree to make or authorize any payment or
transfer of anything of value, directly or indirectly to: (i) any
Government Official; (ii) any political party, party official or candidate;
(iii) any person while knowing or having reason to know that all or a
portion of the value will be offered, given or promised, directly or indirectly,
to anyone described in items (i) or (ii) above; (iv) any owner, director,
employee, representative or agent of any actual or potential customer of
Licensee or Sublicensee; (v) any director, employee, representative or
agent of PA or any of its affiliates; or (vi) any other person or entity,
if such payment or transfer would violate the laws of the country in which made
or the laws of the United States or the laws of any other relevant
jurisdiction.  It is the intent of the parties that no payments or
transfers of value shall be made which have the purpose or effect of public or
commercial bribery, acceptance of or acquiescence in extortion, kickbacks or
other unlawful or improper means of obtaining business or any improper
advantage.  This Section does not, however, prohibit the providing of
reasonable and customary meals and entertainment in the normal course of
business or the giving of business mementos of nominal value.

     

    
      	
              23.

            	
              FOREIGN GOVERNMENT APPROVAL OR
      REGISTRATION

            


    

     

    
      	
               
      

            	
              If
      the law of any nation requires that this Agreement or any associated
      transaction be either approved or registered with any governmental agency,
      Licensee shall assume all legal obligations and costs to do
      so.

            


    


    
      
         


      

      
        24

        
          

        

      

      
         


      

    

     

    
      	
              24.

            	
              EXPORT CONTROL
      LAWS

            


    

     

    
      	
               
      

            	
              Licensee
      shall use its best efforts to ensure compliance with, and shall observe
      and abide by, all applicable United States and foreign laws, rules, and
      regulations with respect any transfer of Licensed Technology or the PA
      System hereunder or any related technical data from the United States
      and/or into foreign countries (including without limitation the foreign
      countries within the Territory), including, without limitation, the
      International Traffic in Arms Regulations (ITAR), the Export
      Administration Regulations, and any applicable rules or regulations
      promulgated by the United States Commerce Department or Treasury
      Department.    PA represents and warrants that as of
      the date any Licensed Technology or any portion of the PA System is
      delivered to Licensee, all Licensed Technology and the PA System, as
      applicable, provided to Licensee hereunder are exportable without
      restriction except to countries or nationals of those countries to which
      exports are prohibited by the Export Administration Regulations, the
      Office of Foreign Assets Control (“OFAC”) regulations, or any applicable
      successor regulation thereto.  Each party that exports,
      re-exports or imports any Licensed Technology or any portion of the PA
      System, as applicable, assumes responsibility for complying with
      applicable laws and regulations, including OFAC, and for obtaining
      required export and import authorizations.  To facilitate
      Licensee's compliance with this Section, if any equipment, software or
      other technology (including technical data, technical assistance or
      training) provided to Licensee hereunder (or any component thereof)
      contains or concerns encryption, PA will promptly provide in writing
      Licensee with information relating to the type of encryption, level of
      encryption (measured by key lengths in bits), Export Control
      Classification Number (ECCN), export license or export license exception
      information, Commodity Classification Automated Tracking System number
      (CCATS#) and any other similar information requested by
      Licensee.

            


    

     

    
      	
              25.

            	
              MISCELLANEOUS

            


    

     

    25.1           No
amendment or modification of this Agreement shall be valid or binding upon the
parties unless made in writing and signed by each party. There are no
third-party beneficiaries to this Agreement.  This Agreement and the
embody the entire understanding of the parties and shall supersede all previous
communications, representations, or undertakings, whether verbal or written,
between the parties relating to its subject matter, including but not limited to
any term sheet, letter of intent, memorandum of understanding, or similar
document related hereto.

     

    25.2           Other
than as may be specifically stated herein, Licensee shall have the right to use
the name or other designation of PA in connection with any sale or promotion of
Licensed Products without the express written consent of PA.  Licensee
shall be entitled to identify the source, but not the content, of the Licensed
Technology in a factual manner.


    
      
         


      

      
        25

        
          

        

      

      
         


      

    

     

    25.3           If
any provision of this Agreement shall be held to be invalid, illegal, or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired; provided that the
essential benefits to the parties hereunder remain intact.

     

    25.4           To
the extent required by applicable United States laws, if at all, Licensee agrees
that Licensed Products will be manufactured in the United States, or its
territories, subject to such waivers as may be required, or obtained, if at all,
from the United States Department of Health and Human Services, or its designee
or such other authorized U.S. agency or instrumentality.

     

    25.5           The
headings of the sections are inserted for convenience of reference only, and are
not intended to influence the interpretation of this Agreement.

     

    25.6           Licensee
agrees that the employees, consultants, and agents of Licensee will not for any
purpose be considered employees, consultants, or agents of any PA Party and that
Licensee assumes full responsibility for the actions of such parties while
performing services under and taking actions contemplated by this Agreement, and
shall be solely responsible for their supervision, daily direction and control,
payment of salary (including withholding income taxes and social security),
worker’s compensation and disability benefits.  PA agrees that the
employees, consultants, and agents of PA will not for any purpose be considered
employees, consultants, or agents of Licensee and that PA assumes full
responsibility for the actions of such parties while performing services under
and taking actions contemplated by this Agreement, and shall be solely
responsible for their supervision, daily direction and control, payment of
salary (including withholding income taxes and social security), worker’s
compensation and disability benefits.

     

    25.7           Nothing
herein shall prohibit or limit either party’s right to seek injunctive relief in
connection with this Agreement or any dispute arising in connection with the
relationship contemplated hereby.

     

    25.8           No
party shall issue any press release or make any public statement regarding the
terms of this Agreement, unless required by applicable laws or regulations,
including, without limitation, any filings as required by applicable securities
laws or the United States Securities and Exchange Commission.  Neither
party shall make reference to the other in a press release or any other written
statement connected with public media in connection with this Agreement, except
with the prior written approval of the other party, which shall not be
unreasonably withheld.  The parties shall not use, nor permit to be
used by any other person or entity, the name of any other party, nor any
adaptation thereof, or the name of any other party’s employees in any
advertising, promotional or sales literature or for any other purpose without
the prior written permission of the other party.


    
      
         


      

      
        26

        
          

        

      

      
         


      

    

     

    25.9           This
Agreement may be executed in counterparts, and by facsimile or electronic
transmission.

     

    [SIGNATURES
ON PAGE TO FOLLOW]


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, each of the parties hereto has caused these presents to be
executed in manner and form sufficient to bind it as of the day and year first
above written.

     

    
      
        
          	
                  Witnesses:

                	 
      	
                  Congoo,
      LLC

                
	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	
                  /s/ Ash Nashed

                
	
                  By:

                	
                    

                	 
      	
                  Name:

                	
                  Ash Nashed

                
	
                  Name:

                	
                    

                	 
      	
                  Title:

                	
                     

                
	 
      	 
      	 
      
	 
      	 
      	
                  PA LLC, a Delaware
      limited liability

                
	 
      	 
      	
                  company
      f/k/a PetroAlgae, LLC

                
	 
      	 
      	 
      
	
                  By:

                	
                    

                	 
      	 
      
	
                  Name:

                	
                    

                	 
      	
                  By:

                	
                  /s/ Ottmar Dippold

                
	 
      	 
      	
                  Name:

                	
                  Ottmar Dippold

                
	 
      	 
      	
                  Title:

                	
                    

                


        

      

    

     

    Signature
Page to Master License Agreement


    
      
         


      

      
        28

        
          

        

      

      
         


      

    


    List of
Exhibits

     

    to  License
Agreement

     

    
      
        
          
            
              
                
                  
                    	
                            Exhibit
      “A”:

                          	
                            Technical
      Description of Licensed Technology

                          
	 
      	 
      
	
                            Exhibit
      “B”:

                          	
                            Licensed
      Patents and Intellectual Property

                          
	 
      	 
      
	
                            Exhibit
      “C”:

                          	
                            Description
      of Software

                          
	 
      	 
      
	
                            Exhibit
      “D”:

                          	
                            Schedule
      of Payments for Licensing Fees

                          
	 
      	 
      
	
                            Exhibit
      “E”:

                          	
                            Service
      and Support Agreement

                          
	 
      	 
      
	
                            Exhibit
      “F”:

                          	
                            Capitalization
      Structure

                          


                  

                

              

            

          

        

      

    


    
      
         


      

      
        29