Product
      Design and License Agreement

            
	
              Privileged and
  Confidential

            


    

     

    Agreement
for Product Design & Development and Licensing of Wind Turbine
Technology

      

    of
T93x (T8x)

      

    entered
into this day, December 30th,
2009

     

    by and
between


     

    A-Power
Energy Generation Systems Ltd.

    (the
"Licensee")

    


    and

     

    W2E
Technologies GmbH

    (the
"Licensor")


    
      
         


      

      
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      Design and License Agreement

            
	
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  Confidential

            


    

     

    Table
of Contents

    


    
      
        
          
            
              
                	 
      	 
      	 
      	 
      	
                        Topic

                      	 
      	
                        Page

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        1.0

                      	 
      	
                        Definitions
      and Interpretations

                      	 
      	
                        7

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        1.1

                      	 
      	
                        Key
      Definitions

                      	 
      	
                        7

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        1.2

                      	 
      	
                        Interpretation

                      	 
      	
                        11

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        1.3

                      	 
      	
                        Effective
      Date

                      	 
      	
                        12

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        2.0

                      	 
      	
                        Scope
      of Work

                      	 
      	
                        12

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        2.1

                      	 
      	
                        Development
      of T8x

                      	 
      	
                        12

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        2.2

                      	 
      	
                        Grant
      of License

                      	 
      	
                        13

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        2.3

                      	 
      	
                        Characteristics
      of the License

                      	 
      	
                        13

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        2.4

                      	 
      	
                        Development
      of Additional Licensed Know-How or the T8x Design

                      	 
      	
                        14

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        3.0

                      	 
      	
                        Consideration

                      	 
      	
                        15

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        3.1

                      	 
      	
                        License
      Payment

                      	 
      	
                        15

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        3.2

                      	 
      	
                        Payments

                      	 
      	
                        16

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        3.3

                      	 
      	
                        Set-off

                      	 
      	
                        16

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        3.4

                      	 
      	
                        Support

                      	 
      	
                        17

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        3.5

                      	 
      	
                        Taxes

                      	 
      	
                        17

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        4.0

                      	 
      	
                        Obligations
      of the Licensor and Licensee

                      	 
      	
                        18

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        4.1

                      	 
      	
                        Obligations
      of the Licensor

                      	 
      	
                        18

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        4.2

                      	 
      	
                        Obligations
      of the Licensee

                      	 
      	
                        21

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        5.0

                      	 
      	
                        Support
      and Training

                      	 
      	
                        22

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        5.1

                      	 
      	
                        Obligation
      to Support

                      	 
      	
                        22

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        6.0

                      	 
      	
                        Representations
      and Warranties

                      	 
      	
                        23

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        6.1

                      	 
      	
                        Representations
      and Warranties of the Licensee

                      	 
      	
                        23

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        6.2

                      	 
      	
                        Representations
      and Warranties of the Licensor

                      	 
      	
                        24

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        6.3

                      	 
      	
                        Patents

                      	 
      	
                        26

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        6.4

                      	 
      	
                        Disclosures

                      	 
      	
                        26

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        7.0

                      	 
      	
                        Third
      Party Rights and Indemnities

                      	 
      	
                        26

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        7.1

                      	 
      	
                        Infringement
      of Third Party Rights

                      	 
      	
                        26

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        7.2

                      	 
      	
                        Indemnity

                      	 
      	
                        27

                      


              

            

          

        

      

    


    
      
         


      

      
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                        7.3

                      	 
      	
                        Procedure
      in Case of Third Party Claims

                      	 
      	
                        28

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        7.4

                      	 
      	
                        Limits
      of Liability

                      	 
      	
                        28

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        8.0

                      	 
      	
                        Selection
      and Development of Suppliers

                      	 
      	
                        29

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        8.1

                      	 
      	
                        Component
      Suppliers

                      	 
      	
                        29

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        9.0

                      	 
      	
                        Damages
      and Incentives

                      	 
      	
                        30

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        9.1

                      	 
      	
                        Licensor
      Incentives

                      	 
      	
                        30

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        10.0

                      	 
      	
                        Force
      Majeure

                      	 
      	
                        30

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        10.1

                      	 
      	
                        Definition
      of Force Majeure

                      	 
      	
                        30

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        11.0

                      	 
      	
                        Default

                      	 
      	
                        33

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        11.1

                      	 
      	
                        Licensor
      Event of Default

                      	 
      	
                        33

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        11.2

                      	 
      	
                        Licensee
      Event of Default

                      	 
      	
                        34

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        12.0

                      	 
      	
                        Term
      and Termination

                      	 
      	
                        35

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        12.1

                      	 
      	
                        Effectiveness

                      	 
      	
                        35

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        12.2

                      	 
      	
                        Termination

                      	 
      	
                        36

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        12.3

                      	 
      	
                        Consequences
      of Termination

                      	 
      	
                        36

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        13.0

                      	 
      	
                        Confidentiality

                      	 
      	
                        37

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        13.1

                      	 
      	
                        Definition

                      	 
      	
                        37

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        13.2

                      	 
      	
                        Return
      of Confidential Information

                      	 
      	
                        38

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        13.3

                      	 
      	
                        Survival

                      	 
      	
                        39

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        13.4

                      	 
      	
                        Representation
      Re: Licensed Know-How

                      	 
      	
                        39

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        14.0

                      	 
      	
                        Assignment
      and Sub-licensing

                      	 
      	
                        39

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        14.1

                      	 
      	
                        Non-Assignment

                      	 
      	
                        39

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        14.2

                      	 
      	
                        Joint
      Ventures of the Licensee

                      	 
      	
                        39

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        14.3

                      	 
      	
                        Obligations
      of Licensee's Successors and Assignees

                      	 
      	
                        40

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        15.0

                      	 
      	
                        Dispute
      Resolution

                      	 
      	
                        40

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        15.1

                      	 
      	
                        Amicable
      Settlement

                      	 
      	
                        40

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        15.2

                      	 
      	
                        Arbitration

                      	 
      	
                        41

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        16.0

                      	 
      	
                        Miscellaneous

                      	 
      	
                        41

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        16.1

                      	 
      	
                        Governing
      Law and Jurisdiction

                      	 
      	
                        41

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        16.2

                      	 
      	
                        Amendments

                      	 
      	
                        42

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        16.3

                      	 
      	
                        Agreement
      to Override Other Agreements; Conflicts

                      	 
      	
                        42

                      


              

            

          

        

      

    


    
      
         


      

      
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                  16.4

                	 
      	
                  No
      Waiver; Remedies

                	 
      	
                  42

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  16.5

                	 
      	
                  Severance
      of Terms

                	 
      	
                  42

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  16.6

                	 
      	
                  Language

                	 
      	
                  42

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  16.7

                	 
      	
                  Counterparts

                	 
      	
                  43

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  16.8

                	 
      	
                  Survival

                	 
      	
                  43

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  16.9

                	 
      	
                  Costs
      and Expenses

                	 
      	
                  43

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  16.10

                	 
      	
                  No
      Agency

                	 
      	
                  43

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  16.11

                	 
      	
                  Progress
      reviews

                	 
      	
                  43

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  16.12

                	 
      	
                  Notices

                	 
      	
                  44

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  16.13

                	
                    

                	
                  Third
      Party Benefit

                	
                    

                	
                  45

                


        

      

    


    
      
         


      

      
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                Annex
      0:

              	 
      	
                Documents
      of the Companies (i.e.
      excerpt from the commercial register, Certificate of Incorporation,
      Memorandum of Association, Articles of Association, Evidence of Equity
      etc.)

              
	 
      	 
      	 
      
	
                Annex
      1:

              	 
      	
                T93x2.0
      MW (T8x) description and Performance Deatils

              
	 
      	 
      	 
      
	
                Annex
      2:

              	 
      	
                Technology
      Transfer Documents

              
	 
      	 
      	 
      
	
                Annex
      3:

              	 
      	
                Document
      Delivery Schedule

              
	 
      	 
      	 
      
	
                Annex
      4:

              	 
      	
                -/
      (left be blanked)

              
	 
      	 
      	 
      
	
                Annex
      5:

              	 
      	
                -/
      (left be blanked)

              
	 
      	 
      	 
      
	
                Annex
      6:

              	 
      	
                -/
      (left be blanked)

              
	 
      	 
      	 
      
	
                Annex
      7:

              	 
      	
                Cost
      for any technical training and support

              
	 
      	 
      	 
      
	
                Annex
      8:

              	 
      	
                Supplier
      list

              
	 
      	 
      	 
      
	
                Annex
      9:

              	 
      	
                Extract
      of the demands on Quality Management in Guideline of GL

              
	 
      	 
      	 
      
	
                Annex
      10:

              	 
      	
                Key
      Project Milestones and Responsibility Allocation

              
	 
      	 
      	 
      
	
                Annex
      11:

              	 
      	
                List
      of Patents used for Design and Development of W93x/ T
  93x

              
	 
      	 
      	 
      
	
                Annex
      12:

              	 
      	
                Scope
      of Services for Third Party

              
	 
      	 
      	 
      
	
                Annex
      13:

              	 
      	
                Specimen
      Invoice

              
	 
      	 
      	 
      
	
                Annex
      14:

              	 
      	
                List
      of "Additional Licensed
      Know-How"

              
	 
      	 
      	 
      
	
                Annex
      a:

              	
                  

              	
                Agreement
      for Product Design & Development and Licensing of Wind Turbine
      Technology of W93x (W8x)

              


      

    


    
      
         


      

      
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    This
agreement for the product design, development and licensing of wind turbine
technology (the "Agreement") is made and
entered into this 30th of
December 2009, by and between:

     

    
      	
              (1)

            	
              A-Power Energy Generation
      Systems Ltd., a company incorporated and existing under the laws of
      the British Virgin Islands (referred to as the "Licensee" or "A-Power"), with its
      principal office at 2001B, 20F, Tower 3, China Central Place, Jianguo
      Road, Chaoyang District, Beijing, P.R. China 100025, which definitions
      shall include its respective successors and permitted assigns of the First
      Part; and

            


    

     

    
      	
              (2)

            	
              W2E Technologies GmbH, a
      company incorporated under the existing laws of Germany, with its
      principal office at Strandstr. 96, 18055 Rostock, Germany, as well
      (referred to as the "W2e" or "Licensor") which
      expression shall include its successors and permitted assigns), of the
      Other Part;

            


    

     

    The
Licensee and Licensor shall hereinafter be referred to collectively as the
"Parties" and
individually as a "Party".

     

    Whereas:

     

    
      	
              (A)

            	
              A-Power
      is a company incorporated in the British Virgin Islands with interests in
      power, renewable energy, construction, real estate, and infrastructure,
      and has decided to enter into wind turbine manufacturing and marketing in
      various parts of the world through the Licensee, and seeks to acquire
      know-how in this regard through appropriate licensing
      arrangements;

            


    

     

    
      	
              (B)

            	
              W2e
      has wide experience in the design, testing and development of wind
      turbines and the components thereof, and therefore is in possession of
      extensive know-how and technical information concerning the designing and
      manufacturing of such products;

            


    

     

    
      	
              (C)

            	
              The
      Parties intend to work together closely for the design, development,
      prototyping, testing and commissioning of the specified range of wind
      turbine technology, and undertake activities associated
      thereto.  The Licensee is desirous of obtaining the right and
      licence to certain wind turbine technology and intends to manufacture and
      sell wind turbines developed by the Licensor strictly on the terms and
      conditions set forth in this
Agreement;

            


    

     

    
      	
              (D)

            	
              Now,
      in consideration of mutual covenants and premises herein set forth and for
      other good and valuable considerations, the receipt and adequacy of which
      is hereby acknowledged, the Parties agree as
  follows;

            


    


    
      
         


      

      
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    Article
1

     

    Definitions
and Interpretations

     

    
      	
              1.1

            	
              Key
      Definitions

            


    

     

    For the
purposes of this Agreement, in addition to the terms defined in the introduction
to this Agreement, whenever used in this Agreement, unless repugnant to the
meaning or context thereof, the following expressions shall have the following
meanings:

     

    
      	
            	
              1.1.1

            	
              "Affiliate" with respect
      to any Party means any person which, directly or indirectly, (a) Controls
      such Party, (b) is Controlled by such Party, or (c) is Controlled by the
      same person, who, directly or indirectly, Controls such Party; "Controlling", "Controlled by" or "Control" with respect to
      any person, shall mean: (a) the possession, directly or indirectly, of the
      power to direct or cause the direction of the management and policies of
      such Person whether through the ownership of voting securities, by
      agreement or otherwise or the power to elect more than one-half of the
      directors, partners or other individuals exercising similar authority with
      respect to such Person, or (b) the possession, directly or indirectly, of
      a voting interest of more than 20% and a contractual shareholder or
      director veto right in management
matters;

            


    

     

    
      	
            	
              1.1.2

            	
              "Associate" with respect
      to any Party, shall mean and include a person, not being a competitor of
      either of the Parties, identified by the Licensor or the Licensee, as the
      case may be, and acceptable as such to both of them, who or which will
      undertake or discharge certain rights and obligations under this
      Agreement;

            


    

     

    
      	
            	
              1.1.3

            	
              "Business Day" means any
      day other than a Saturday or a Sunday that the banks are open for business
      in Germany, as applicable;

            


    

     

    
      	
            	
              1.1.4

            	
              "Certification
      Authority" shall mean Germanischer Lloyd, or such other certifying
      agency as the Parties may mutually agree upon from time to
      time;

            


    

     

    
      	
            	
              1.1.5

            	
              "Commercial Production"
      shall mean the production, on a commercially viable basis, of the Licensed
      Products, subsequent to the successful completion of the Type A
      Certification in relation to the aforesaid Licensed
    Products;

            


    

     

    
      	
            	
              1.1.6

            	
              "Confidential Information"
      shall have the meaning ascribed to the term in Section 13.1
      hereof;

            


    

     

    
      	
            	
              1.1.7

            	
              "Development
      Obligations" shall have the meaning ascribed to the term in Section
      2.1 hereto;

            


    

     

    
      	
            	
              1.1.8

            	
              "Disclosing Party" shall
      have the meaning ascribed to the term in Section 13.1
    hereof;

            


    


    
      
         


      

      
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              1.1.9

            	
              "Dispute" shall have the
      meaning ascribed to the term in Sub-section 15.1.1
  hereof;

            


    

     

    
      	
            	
              1.1.10

            	
              "Erection" or "erected"
      or "erects" means the nacelle is mounted to the (permanent) erected toward
      and the hub – rotor blade assembly is mounted to the
    nacelle.

            


    

     

    
      	
            	
              1.1.11

            	
              "Force Majeure" shall
      have the meaning ascribed to the term in Article 10
  hereof;

            


    

     

    
      	
            	
              1.1.12

            	
              "Good Industry Practice"
      means the practices, methods, techniques, designs, standards, skills,
      diligence, efficiency, reliability and prudence which are generally and
      reasonably expected from a reasonably skilled, prudent and experienced
      person engaged in the same type of undertaking as envisaged under this
      Agreement and which would be expected to result in the performance of its
      obligations by the Licensor or the Licensee, as the case may be, in
      accordance with this Agreement, Law and all applicable permits in a
      reliable, safe, economical and efficient
manner.

            


    

     

    
      	
            	
              1.1.13

            	
              "Indemnifier" shall have
      the meaning ascribed to the term in Sub-section 7.3.1
    hereof;

            


    

     

    
      	
            	
              1.1.14

            	
              "Intellectual Property"
      means any intellectual property rights including but not limited to
      patents (including patent applications, divisions, continuations,
      continuation-in-part applications, divisionals, extensions, substitutions,
      renewals, confirmations, supplementary protection certificates and
      reissues), utility models, design models, trademarks, designs, copyrights
      and know how (including specifications, technical data and other
      information relating but not limited to inventions, discoveries,
      developments, design, manufacture, production, quality control data and
      other proprietary ideas, whether or not protectable under patent,
      trademark, copyright or other legal
principles);

            


    

     

    
      	
            	
              1.1.15

            	
              "Laboratory Acceptance
      Review" shall mean the nacelle has been assembled at the plant and
      has been tested by the Licensor to confirm that the operational control is
      communicating with the sensors and transducers in the nacelle system and
      the nacelle has been approved by the Licensor for delivery to the Site in
      accordance with the Licensor's protocols set out in its commissioning
      manual;

            


    

     

    
      	
            	
              1.1.16

            	
              "Law" means all laws,
      bye-laws, statutes, rules, regulations, orders, ordinances, protocols,
      codes, guidelines, policies, notices, directions, judgments, decrees or
      other requirements or official directive of any Governmental Authority or
      person acting under the authority of any Governmental Authority and/or of
      any statutory authority having jurisdiction over the Licensor, the
      Licensee or any of the Licensed Products, Licensed Know-How or Licensed
      Intellectual Property;

            


    


    
      
         


      

      
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              1.1.17

            	
              "License" shall have the
      meaning ascribed to the term in Sub-section 2.2.1
  hereof;

            


    

     

    
      	
            	
              1.1.18

            	
              "License Fee" shall mean
      the fee payable by the Licensee to the Licensor in accordance with Section
      3.1 of this Agreement in consideration for the License of the Licensed
      Products and Licensed Know-How in accordance with Section
    1.1;

            


    

     

    
      	
            	
              1.1.19

            	
              "License Notice" shall
      have the meaning ascribed to the term in Article 2.3.3
    hereof;

            


    

     

    
      	
            	
              1.1.20

            	
              "Licensed Know-How" shall
      mean all technical documents required for manufacturing, selling,
      erecting, commissioning, operating and maintaining and monitoring the
      Licensed Products.  However, it shall not include any concept
      notes, working papers and other documentation that are considered core
      know-how by the Licensor;

            


    

     

    
      	
            	
              1.1.21

            	
              "Licensed Products" shall
      mean the individual wind turbine units designed in accordance with the T8x
      specifications.  For clarity, Licensed Products does not include
      the combining of such units into wind power plants or tasks related to the
      wind power plants;

            


    

     

    
      	
            	
              1.1.22

            	
              "Licensee Event of
      Default" shall have the meaning ascribed to the term in Section
      11.2 hereof;

            


    

     

    
      	
            	
              1.1.23

            	
              "Licensor Event of
      Default" shall have the meaning ascribed to the term in Section
      11.1 hereof;

            


    

     

    
      	
            	
              1.1.24

            	
              "Long Lead Critical
      Items" shall mean the following items: main gearbox; pitch
      bearings, rotor bearing, yaw bearing and rotor
  blades;

            


    

     

    
      	
            	
              1.1.25

            	
              "Major Items" shall mean
      the following items: the generator, inverter, rotor, shaft, machine frame,
      rotor hub, control cabinets for operational control, yaw and pitch gears
      and pitch system;

            


    

     

    
      	
            	
              1.1.26

            	
              "Manufacturing Facility"
      shall mean the first facility constructed for assembly of Licensed
      Products;

            


    

     

    
      	
            	
              1.1.27

            	
              "Measurement Campaign"
      shall mean the testing, by an accredited company and under supervision of
      the Licensor, of the Prototype or the T8x, for the power curve, the noise
      emission, the electrical properties, and the basic behavior and
      measurement of mechanical loads;

            


    

     

    
      	
            	
              1.1.28

            	
              "Prototype" shall mean
      the wind turbine, designed, developed, erected and commissioned, in
      accordance with the T8x, for the purpose of the Measurement
      Campaign;

            


    


    
      
         


      

      
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              1.1.29

            	
              "Receiving Party" shall
      have the meaning ascribed to the term in Section 13.1
    hereof;

            


    

     

    
      	
            	
              1.1.30

            	
              "Request" shall have the
      meaning ascribed to the term in Sub-section 15.1.1
  hereof;

            


    

     

    
      	
            	
              1.1.31

            	
              "Site" shall mean the
      site at which the Prototype shall be erected and commissioned and the
      Measurement Campaign undertaken.  The Site shall be suitable,
      according to Wind Industry Standards for the Measurement Campaign
      including measurement equipment such as meteorological tower(s) and noise
      testing equipment; and shall be approved, signed off and agreed upon by
      the appropriate government offices and, if applicable, private
      entities;

            


    

     

    
      	
            	
              1.1.32

            	
              "Technology Transfer
      Document" shall mean the document describing the various aspects of
      technology transfer, more particularly described in Annex
    2;

            


    

     

    
      	
            	
              1.1.33

            	
              "Territory" shall mean
      the territories of China and USA;

            


    

     

    
      	
            	
              1.1.34

            	
              "Term" shall have the
      meaning ascribed to term in Sub-section 12.1.1
  hereof;

            


    

     

    
      	
            	
              1.1.35

            	
              "Third Party Contractor"
      shall mean any entity undertaking any Third Party Work in accordance with
      this Annex 12 of this Agreement;

            


    

     

    
      	
            	
              1.1.36

            	
              "Third Party Work" shall
      mean the services and work required to be provided to the Licensee in
      relation to the development, design, testing, erection and commission of
      the Prototype, the Manufacturing Facility and the Licensed Products, that
      are to be provided by the entities other than the Licensor, but under the
      overall supervision and guidance of the Licensor, and as more particularly
      set out in Annex 12;

            


    

     

    
      	
            	
              1.1.37

            	
              "Type A Certification"
      shall mean receipt of a Type A certificate from the Certification
      Authority to be obtained for the T8x, as described in Guidelines for the
      Certification of Wind Turbines by Germanischer Lloyd, as may be amended
      from time to time;

            


    

     

    
      	
            	
              1.1.38

            	
              "Type B Certification"
      shall mean receipt of a type of a Type B certificate from the
      Certification Authority to be obtained for the T8x from Certification
      Authority as described in Guidelines for the Certification of Wind
      Turbines by Germanischer Lloyd, as may be amended from time to
      time;

            


    

     

    
      	
            	
              1.1.39

            	
              "Type C Certification"
      shall mean receipt of a Type C certificate from the Certification
      Authority to be obtained from the  T8x from the Certification
      Authority as described in Guidelines for the Certification of Wind
      Turbines by Germanischer Lloyd, as may be amended from time to
      time;

            


    


    
      
         


      

      
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              1.1.40

            	
              "Vendor List" shall have
      the meaning ascribed to the term in Sub-section 8.1.1
    hereof;

            


    

     

    
      	
            	
              1.1.41

            	
              "T8x" shall mean the wind
      turbine design described in Annex 1 (herein referred as well as to
      as "T 93 FSC 2.0 MW"), meeting the product specifications and
      performance parameters set forth therein, and as modified by the final
      design feature list agreed to by the Licensor and Licensee within the time
      set out in Annex 13; and

            


    

     

    
      	
            	
              1.1.42

            	
              "Wind Industry Standard"
      shall mean the standards and guidelines used for the design of the T8x, as
      described in Annex 1.

            


    

     

    
      	
              1.2

            	
              Interpretation

            


    

     

    In the
interpretation of this Agreement, the following rules shall apply:

     

    
      	
            	
              1.2.1

            	
              The
      singular includes the plural and vice versa and any word
      or expression defined in the singular shall have a corresponding meaning
      if used in the plural and vice
      versa.  A reference to any gender includes all
      genders.

            


    

     

    
      	
            	
              1.2.2

            	
              A
      reference to any document, agreement, deed or other instrument (including,
      without limitation, references to this Agreement) includes the same as
      varied, amended, supplemented, restated, novated or replaced, from time to
      time and shall include all schedules, annexes or other documents
      incorporated by reference therein.

            


    

     

    
      	
            	
              1.2.3

            	
              A
      reference to any Law, includes any amendment, modification, re-enactment
      or change in interpretation or applicability of such law and a reference
      to any statutory body or authority includes a reference to any successor
      as to such of its functions as are relevant in the context with the
      statutory body or authority was referred
to.

            


    

     

    
      	
            	
              1.2.4

            	
              Where
      a word or phrase has a defined meaning, any other part of speech or
      grammatical form in respect of the word or phrase has a corresponding
      meaning.

            


    

     

    
      	
            	
              1.2.5

            	
              References
      to a particular article, section, sub-section, clause, paragraph, schedule
      or annex shall, except where the context requires otherwise, be a
      reference to that article, section, sub-section, clause, paragraph,
      sub-paragraph, schedule or annex in or to this Agreement, as the case may
      be.

            


    

     

    
      	
            	
              1.2.6

            	
              The
      words 'include' and 'including' are to be construed without
      limitation.  The terms 'herein', 'hereof', 'hereto', 'hereunder'
      and words of similar purport refer to this Agreement as a
      whole.  Where a wider construction is possible, the words
      'other' and 'otherwise' shall not be construed ejusdem generis with
      any foregoing words.

            


    


    
      
         


      

      
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              1.2.7

            	
              In
      this Agreement, headings are for the convenience of reference only and are
      not intended as complete or accurate descriptions of the content thereof
      and shall not be used to interpret the provisions of this
      Agreement.

            


    

     

    
      	
            	
              1.2.8

            	
              Any
      obligations not to do something shall be deemed to include an obligation
      not to suffer, permit or cause; that thing to be done.  An
      obligation to do something shall be deemed to include an obligation to
      cause that thing to be done.

            


    

     

    
      	
            	
              1.2.9

            	
              A
      right conferred by this Agreement to do any act or thing shall be capable
      of being exercised from time to
time.

            


    

     

    
      	
            	
              1.2.10

            	
              The
      rule of interpretation which requires that an agreement be interpreted
      against the person or Party drafting it shall have no application in the
      case of this Agreement.

            


    

     

    
      	
            	
              1.2.11

            	
              If
      any provision in this Article 1 is a substantive provision conferring
      rights or imposing obligations on any Party, effect shall be given to it
      as if it were a substantive provision in the body of this
      Agreement.

            


    

     

    
      	
              1.3

            	
              Effective
      Date

            


    

     

    
      	
            	
              1.3.1

            	
              The
      Parties agree that the contract is effective from the date of signing by
      the last Party to sign this
Agreement.

            


    

     

    
      	
            	
              1.3.2

            	
              The
      above mentioned date shall be the "Effective Date" for the purpose of this
      Agreement.

            


    

     

    Article
2


     

    Scope
of Work

     

    
      	
              2.1

            	
              Development
      of T8x

            


    

     

    
      	
            	
              2.1.1

            	
              In
      consideration for the License Fee paid in accordance with Section 3.1
      hereof, the Licensor (W2E
      Technologies GmbH) agrees to undertake the design, development,
      Type C, B and A Certification and Measurement Campaign of the T8x,
      development of Licensed Know-How and all other activities related thereto
      and shall provide to Licensee all services in relation to the design,
      development, Type C, B and A Certification and Measurement Campaign of the
      T8x in accordance with the terms of this Agreement, including but not
      limited to Prototype supplier identification/nomination and development,
      Prototype pre and post commissioning service support, Licensed Product
      improvements, alterations, customizations or upgrades in accordance with
      Sub-section 2.4.4 and support for commencement of Commercial Production by
      the Licensee, including through the providing of assistance required for
      the Manufacturing Facility, and as are more particularly described in
      Article 4 and Annex
      3 hereto (the "Development
      Obligations").

            


    


    
      
         


      

      
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              2.1.2

            	
              To
      the avoidance of doubt it should be noticed, that the T8x will be erected
      earliest in the [***], depending on the progress in the development of
      such technology.  Therefore the Licensor offer to the Licensee
      at first the technology of the W8x (in a separate Agreement, see
      Annex a) and switch in a second step in how own responsibility and
      discretion (of the
      Licensor) to the technology of T8x.  Insofar the Licensor
      grant to Licensee a timely limited technology of the W8x for usage and a
      timely unlimited technology of the T8x (see
      2.2).  Licensor will have the right to determine the time
      period for granting the License for the W8x under respect of the general
      grant of the T8x to the Licensee.

            


    

     

    
      	
              2.2

            	
              Grant
      of License

            


    

     

    
      	
            	
              2.2.1

            	
              Subject
      to the terms of this Agreement and in consideration of the payment of the
      License Fee in accordance with Section 3.1, the Licensor hereby grants to
      Licensee and Licensee hereby accepts a right and license, without right to
      sub-license (except as
      set out in Article 15), to manufacture, operate, service and sell
      the Licensed Products and a non assignable right to use all Licensed
      Know-How under the following conditions.  It is clarified that
      the right and license granted to the Licensee shall include the right to
      make any improvements, alterations, customizations or upgrades to the
      Licensed Products or the Licensed Know-How (the "License") in accordance
      with Sub-section 2.4.4.

            


    

     

    
      	
            	
              2.2.2

            	
              The
      Parties agree that except as set out in Article 15, the License shall be
      non-assignable and that the Licensee shall not have the right to
      sublicense the manufacture, operation, servicing or sales of the Licensed
      Product or any other rights granted to the Licensee under the License
      without the prior written consent of the
  Licensor.

            


    

     

    
      	
            	
              2.2.3

            	
              The
      Licensee agrees that it shall use reasonable commercial efforts to exploit
      the License granted to it under this Agreement.  The Licensee
      shall reasonably cooperate with the Licensor to verify the efforts made by
      the Licensee.

            


    

     

    
      	
              2.3

            	
              Characteristics
      of the License (T93x)

            


    

     

    
      	
            	
              2.3.1

            	
              Subject
      to the terms of this Agreement, the Licensee shall have under the License for
      the T93x the right but not the obligation to operate, service and
      sell Licensed Products, and enjoy and exercise all other rights under the
      License worldwide, on a non-exclusive basis, for the Term of this
      Agreement; the Licensee shall have the non-exclusive worldwide License and
      therefore the right to manufacture (here on an exclusive basis for
      the Territories China and USA for a period of five years following the
      Effective Date (until December 31st 2014), to operate,
      service and sell (here
      on a non-exclusive basis) the Licensed Product.  For
      clarity, such non-exclusivity shall not prevent any other Licensee with
      operations outside and inside any specified Territory to manufacture, to
      export and sell Licensed Products into the
  Territory.

            


    


    
      
         


      

      
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              2.3.2

            	
              The
      Licensor covenants and agrees with the Licensee in general to grant any
      right or license to the Licensed Products in the Territory, to any person,
      as expressly required or permitted by the terms of this
      Agreement.  The Licensor will, subject to the other provisions
      contained in this Article 2, be free to grant a non-exclusive License to
      operate, service or sell the Licensed Products in the Territory to any
      other person.  Provided that the grant of a non-exclusive
      License by the Licensor to any third party in accordance with the terms of
      this Agreement, shall not affect the License granted to the Licensee
      hereunder, and the Licensee shall have a non-exclusive License for the
      remainder of the Term of this
Agreement.

            


    

     

    
      	
              2.4

            	
              Development
      of Additional Licensed Know-How or the T8x
  Design

            


    

     

    
      	
            	
              2.4.1

            	
              The
      Licensor agrees that for the Term of this Agreement, it shall use
      reasonable endeavours, in accordance with Good Industry Practice, to
      design and/or upgrade the T8x design and develop additional know-how in
      relation to manufacturing, selling, erecting, commissioning, operating and
      maintaining, and monitoring of the Licensed Products based on
      technological advancements in order to keep the Licensed Products upgraded
      in relation to other similar products available in the market ("Additional Licensed
      Know-How").  The Licensor agrees and undertakes that as
      and when any Additional Licensed Know-How is developed and approved for
      external use, the same shall be duly delivered and transmitted to the
      Licensee, and shall be deemed to be a part of the License granted to the
      Licensee in accordance with Section 1.1, and the Licensee shall have the
      right, but not the obligation, to use the Additional Licensed Know-How
      without the Licensee being required to pay any additional
      consideration.  However, such Additional Licensed Know-How shall
      not include extensions to the list of variants set out in Annex 1 and to be
      finalized by the Parties in the final design feature list, i.e. to suit IEC 1a wind class
      conditions.  For clarity, Licensor may require additional
      consideration pursuant to Sub-section 2.4.3, Sub-section 2.4.4 or Article
      5.

            


    

     

    
      	
            	
              2.4.2

            	
              The
      Parties further agree that all documents created by the Licensor
      comprising the Additional Licensed Know-How, shall be appended to this
      Agreement as Annex 14 and shall comprise an integral part of the Licensed
      granted through this Agreement.

            


    

     

    
      	
            	
              2.4.3

            	
              It
      is agreed that any and all costs of development of any Additional Licensed
      Know-How shall be borne by Licensor and that any and all costs of
      implementation by the Licensee of such development or upgrading of the
      Licensed Products shall be borne by the Licensee, including the adoption
      and transfer of the improvements to the Licensed Know-How and any training
      required therefore.  Any Additional Licensed Know-How developed
      shall be made available by the Licensor to the Licensee on a time-bound
      non discriminatory basis, and in all events as soon as it is reasonably
      practicable for such Additional Licensed Know-How to be made available to
      the Licensee, but not exceeding 30 days from the date the Additional
      Licensed Know-How is made available to any external
  entity.

            


    


    
      
         


      

      
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              2.4.4

            	
              For
      abundant caution, it is clarified that the License includes the right of
      the Licensee to make any improvements, alterations, customizations or
      upgrades to the Licensed Products or the Licensed Know-How
      ("Changes").  Provided however, any Changes made by the Licensee
      to Licensed Know-How must be
      verified and accepted by Licensor in writing before such Changes can be
      applied and used by the Licensee for Commercial
      Production.  Verification and acceptance of such Changes shall
      not be unreasonably withheld by Licensor and thereafter shall form part of
      the Additional Licensed Know-How.  Upon the Licensee or any of
      its agents or consultants utilising any Changes, details of such Changes
      shall be made promptly available to the Licensor for its
      verification.  The Licensor shall complete such verification and
      acceptance in an expeditious manner and all reasonable costs expended by
      Licensor for such technical support and verification shall be borne by the
      Licensee.

            


    

     

    Article
3


     

    Consideration

     

    
      	
              3.1

            	
              License
      Payment

            


    

     

    In
consideration for the discharge of the Development Obligations and the grant of
the License by the Licensor to the Licensee in accordance with Article 2 hereof,
and in lieu of the discharge of the obligations of the Licensor as set forth in
Article 4 and Annex 3, the Licensee agrees to pay to the Licensor a unlimited
License Fee (the "License
Fee") in total in the following manner (divided in basic license fees, see
3.1.1 till 3.1.5 costs, see 3.1.6 and royalties, see 3.1.7), and in
accordance with the following time schedule:

     

    
      	
            	
              3.1.1

            	
              A
      sum of ONE MILLION EUROS (€1,000,000) shall be paid by the Licensee to the
      Licensor on the Effective Date (the "Transfer
      Fee").

            


    

     

    
      	
            	
              3.1.2

            	
              A
      sum of [***] shall be paid by the Licensee to the Licensor upon the
      achievement of the following Technology Transfer Documents for the T93x,
      which are as well provided in Annex 2: drawings and specifications for the
      long-term delivery components (gear box, rotor bearings, yaw
      bearings and blade bearings).  Licensor may elect to
      deliver such documents in document subsets in accordance with the Document
      Delivery Schedule defined in Annex 3.  In such event, Licensee
      shall pay the corresponding sub-payments pursuant to Annex 3 in exchange
      for delivery of each subset.

            


    


    
      
         


      

      
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              3.1.3

            	
              A
      sum of [***] shall be paid by the Licensee to the Licensor upon the
      achievement of the following Technology Transfer Documents for the T93x,
      which are as well provided in Annex 2: drawings and specifications for the
      other delivery components (electrical pitch system,
      hydraulic system, rotor brake, high speed shaft, yaw drives, yaw brake,
      cooling system) and main structural parts (rotor hub, rotor shaft, main
      frame, generator support frame, tower, standard
      foundation).  Licensor may elect to deliver such
      documents in document subsets in accordance with the Document Delivery
      Schedule defined in Annex 3.  In such event, Licensee shall pay
      the corresponding sub-payments pursuant to Annex 3 in exchange for
      delivery of each subset.

            


    

     

    
      	
            	
              3.1.4

            	
              A
      sum of [***] shall be paid by the Licensee to the Licensor upon the
      completion of the assembling of the first wind turbine (T93x) under the
      Agreement, which means the non-functional status of the wind turbine
      following the achievement of all Technology Transfer
      Documents.

            


    

     

    
      	
            	
              3.1.5

            	
              A
      sum of [***] shall be paid by the Licensee to the Licensor upon the
      completion of the assembling of the first wind turbine (W93x) under the
      Agreement, which means the non-functional status of the wind turbine
      following the achievement of all Technology Transfer
      Documents.

            


    

     

    
      	
            	
              3.1.6

            	
              All
      costs and expenditures (man day rates) for the
      support and training for any qualified employees and personnel defined in
      Annex 7.

            


    

     

    
      	
            	
              3.1.7

            	
              [***]

            


    

     

    
      	
              3.2

            	
              Royalty
      Audit

            


    

     

    At its
own expense, Licensor may, through its internal or external certified public
accountants, inspect Licensee's records without prior notice but during
reasonable business hours.  The scope of such audit shall be only for
the purposes of determining whether the royalty payable under Article 3 has been
accurately paid, reported and calculated.  In conducting such audit,
Licensor will use all reasonable efforts to minimize any interference with the
normal operations of the Licensee.  If any inaccuracies are discovered
during such audit, Licensee shall pay the full auditing costs of the
Licensor.  Additionally, if any discrepancy is discovered between the
number of Licensed Product actually erected and the number of units of Licensed
Product erected as reported to the Licensor, Licensee shall pay any unpaid
royalties owing thereon within seven (7) banking days of such
discovery.

     

    
      	
              3.3

            	
              Payments

            


    

     

    
      	
            	
              3.3.1

            	
              All
      payments defined above shall be due upon achievement of the above
      milestones and confirmation of receipt of invoices by the Licensor to the
      Licensee, and shall be made within ten (10) banking days from the date of
      receipt of the invoice by the Licensee.  A banking day shall be
      the common working days for banks and financial institutions in
      Germany.

            


    


    
      
         


      

      
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              3.3.2

            	
              It
      is clarified that the aforesaid License Fee shall be in addition to any
      fees, costs or expenses that may have to be borne by the Licensee in
      relation to any of the Licensee's obligations under this Agreement or any
      Third Party Work, except for costs and expenses relating to the items set
      forth in Annex 7 relating to expenses for approval, certification and
      external engineering, which shall be borne by
  Licensor.

            


    

     

    
      	
              3.4

            	
              Set-off

            


    

     

    The
Licensor hereby agrees that the Licensee shall have the right to adjust and set
off, any payment due to the Licensor in accordance with Section 3.1, against any
uncontested damages that the Licensor is liable to pay to the Licensee in
accordance with the terms of this Agreement.

     

    
      	
              3.5

            	
              Support

            


    

     

    
      	
            	
              3.5.1

            	
              All
      costs and expenses in relation to on-site support required for the
      development, assembly, erection and commissioning of the Prototype
      ("prototyping"), certification and transfer of Licensed Know-How prior to
      the conclusion of the Type B Certificate, are
      covered within the License Fee and no separate payments shall be required
      on account of any of the aforesaid by the Licensee to the
      Licensor.  Provided however, that any and all reasonable out of
      pocket expenses including cost of travel, boarding & lodging, local
      conveyance, communication etc. involved in relation to on-site support
      required for the development, prototyping, certification and transfer of
      Licensed Know-How prior to the conclusion of the Type B Certificate shall
      either be directly borne by the Licensee or reimbursed by the Licensee to
      the Licensor upon production of reasonable supporting invoices and bills
      in relation to all out of pocket expenses.  It is however
      clarified that the cost incurred by the Licensor towards Measurement
      Campaign are included in the Consideration provided herein and no separate
      amounts other than out-of-pocket expenses incurred by the Licensor shall
      be payable, irrespective of the date of conclusion of the Measurement
      Campaign.

            


    

     

    
      	
            	
              3.5.2

            	
              The
      Parties further agree that in relation to all Support & Training
      provided by the Licensor to the Licensee in accordance with Article 5
      hereof, after conclusion of the Type B Certificate, the Licensee shall
      compensate the Licensor at rates specified in Annex 7
    hereto.

            


    

     

    
      	
              3.6

            	
              Taxes

            


    

     

    
      	
            	
              3.6.1

            	
              The
      Parties agree that the Licensee shall pay all taxes, duties and other fees
      levied in connection with the performance and execution of this Agreement
      by the government and administration in accordance with the tax Laws in
      effect.  However, the Licensor shall only pay the taxes arising
      out of the
      performance of this Agreement and levied on the Licensor.  As
      applicable, any withholding taxes or like charges which Licensee shall be
      required to withhold on remittance of any payments to Licensor under the
      prevailing tax Laws of China shall not be deducted from the amounts to be
      paid to Licensor.  If Licensee is nonetheless required to
      withhold such amounts, upon reasonable request from Licensor, Licensee
      shall furnish Licensor with copies of official receipts for such taxes or
      other charges and cooperate with Licensor to permit Licensor to recover
      such amounts withheld.

            


    


    
      
         


      

      
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              3.6.2

            	
              All
      turnover (sales)
      taxes, indirect taxes, duties and other payments in the nature of indirect
      taxes and duties which have to be paid outside Germany based on the
      payments in Article 3 shall be borne – with the exception of the
      federal income tax, which has to be borne by the Licensor – by the
      Licensee.

            


    

     

    Article
4


     

    Obligations
of the Licensor and Licensee

     

    
      	
              4.1

            	
              Obligations
      of the Licensor

            


    

     

    
      	
            	
              4.1.1

            	
              Covenants in respect
      of the Development Obligations: The Licensor hereby agrees and
      undertakes that in relation to the Development Obligations and the
      License, it shall, inter
      alia, discharge the following
  obligations:

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Licensor shall undertake the design and development of the T8x including
      all wind turbine components and sub-systems, and integrate the sub systems
      into a wind turbine in accordance with the specifications and performance
      parameters set forth in Annex
  1.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Licensor shall obtain all necessary certifications for the designs and
      technology in relation to the Licensed Product, including all Licensed
      Know-How, developed in accordance of this Agreement, including Type C,
      Type B and Type A Certifications, within the time periods specified in
      Annex
      10.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Licensor shall supply detailed engineering drawings, technical
      specifications and all other data and information, and all other Licensed
      Know-How required for Commercial Production of the Licensed Products,
      within the time periods specified in Annex
  10.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Licensor shall provide assistance for the assembly of the Prototype and
      erection of the Prototype at the Site and undertake the design and
      development of the T8x in such manner, and facilitate the procurement of
      Long Lead Critical Items and Major Items, required for such assembly and
      erection, as to facilitate that the assembly and erection of the Prototype
      can be achieved within the time periods specified in Annex
  10.

            


    


    
      
         


      

      
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              (e)

            	
              The
      Licensor shall undertake commissioning and the Measurement Campaign of the
      Prototype, within the time periods specified in Annex
  10.

            


    

     

    
      	
               
      

            	
              (f)

            	
              The
      Licensor shall be responsible for safety and soundness of the Prototype
      and shall ensure the compliance of the Prototype with the Wind Industry
      Standards required to obtain a Type B
  Certification.

            


    

     

    
      	
               
      

            	
              (g)

            	
              The
      Licensor shall discharge its Development Obligations in a manner that
      ensures that the Licensed Products, when manufactured by the Licensee in
      accordance with Licensed Know-How to the extent available and applicable,
      shall be in compliance with the Wind Industry
  Standards.

            


    

     

    
      	
               
      

            	
              (h)

            	
              The
      Licensor shall provide support for the 500-hour service interval, the
      first half-annual service and the first annual service of the Prototype
      and such other support as may reasonably be required to ensure a stable
      operation of the Prototype for one year from the date of commissioning of
      the prototype.

            


    

     

    
      	
               
      

            	
              (i)

            	
              The
      Licensor shall identify Third Party Contractors, reasonably acceptable to
      the Licensee and facilitate the provision of Third Party Work by the Third
      Party Contractors.

            


    

     

    
      	
               
      

            	
              (j)

            	
              The
      Licensor shall provide the necessary support to obtain similar
      certifications for the Chinese Wind market (compare the certification
      procedure for the German
market).

            


    

     

    
      	
               
      

            	
              (k)

            	
              The
      Licensor shall provide the PSSE-model (for the simulation of the
      electrical attitude of the wind turbine) to the Licensee to reach
      the grid frequency of 50/60 Hz.

            


    

     

    
      	
            	
              4.1.2

            	
              Licensor's Training
      Obligations

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Licensor shall under respect of Annex 7 provide
      necessary training, including any training and operating manuals that may
      be required for assembly of Licensed Products in the Manufacturing
      Facility and technical advice directly related to the Licensed Products,
      as may reasonably required, for erection, commissioning, operation and
      maintenance of the Manufacturing Facility to ensure that the Manufacturing
      Facility is capable of Commercial Production of the Licensed
      Products.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Licensor shall under respect of Annex 7 provide
      necessary training to identified personnel of the Licensee, including any
      training and operating manuals, through on site training, presentations,
      class room sessions, video conferencing or any other suitable medium, that
      may be required for assembly, shop testing, erection & commissioning
      and operation and maintenance of the Prototype.  At least one of
      the technical personnel proposed by the Licensee to receive such training
      shall be German speaking.

            


    


    
      
         


      

      
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              4.1.3

            	
              General
      Obligations

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Licensor shall in the discharge of its obligations under this Agreement,
      including any of its Development Obligations, comply with all requirements
      and obligation set forth in this Agreement, applicable Law and Wind
      Industry Standards, and shall discharge its obligations and undertake
      design and development of the T8x, and assist, to the extent set forth in
      Sub-section 4.1.2(a), in the construction of the Manufacturing Facility in
      a manner that ensures that the Licensed Products and the Manufacturing
      Facility are not less than fully fit for the intended purposes of this
      Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Licensor shall provide adequate manpower and resources to undertake
      necessary improvements in the Licensed Products in terms of this
      Agreement, and transfer technology, including Licensed Know-How related to
      such improvements to the Licensee, in accordance with the terms of this
      Agreement.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Licensor shall at all times, obtain and maintain all applicable permits
      which are required by Law to discharge its obligations
      hereunder.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Licensor shall request from Licensee all information required for design
      and development of the T8x and the manufacturing of the Prototype,
      including any specific requirements for compliance with applicable Law,
      which the Licensee shall provide.

            


    

     

    
      	
               
      

            	
              (e)

            	
              In
      relation to all Intellectual Property Licensed under this Agreement, the
      Licensor shall seek to obtain and maintain such registrations under Law in
      relevant jurisdictions as may be commercially reasonable, in its sole
      discretion.  Subject to this Agreement, the Licensor shall
      ensure that it has, at all time, good, valid, unencumbered and marketable
      right and title to the Intellectual Property Licensed under this
      Agreement.  Further the Licensor shall, as may be reasonably
      required, maintain all Intellectual Property that is Licensed under this
      Agreement free from all encumbrances for the Term.  It is agreed
      that the Licensor may create a charge over Intellectual Property Licensed
      under this Agreement in
      favour of a bank as security for financing from such bank; provided
      that such Intellectual Property is not the majority of the assets given as
      security to the bank and the right of the Licensee to utilize the
      Intellectual Property for the Licensed Products under this Agreement shall
      not be materially adversely
impaired.

            


    

     

    
      	
               
      

            	
              (f)

            	
              The
      Licensor shall procure that the author of any Intellectual Property
      Licensed under this Agreement, waives any moral rights, or rights similar
      to moral rights that the or she may have under Law, in any relevant
      jurisdiction.

            


    


    
      
         


      

      
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              (g)

            	
              The
      Licensor shall procure, as required, the appropriate proprietary rights,
      licenses, agreements and permissions for any Intellectual Property not
      owned by the Licensor, but utilized by Licensor in the design of the
      Licensed Products or incorporated into the Licensed
    Know-How.

            


    

     

    
      	
               
      

            	
              (h)

            	
              The
      Licensor shall make necessary payments on a timely basis for expenses for
      approval and certification as detailed in Annex
  10.

            


    

     

    
      	
              4.2

            	
              Obligations
      of the Licensee

            


    

     

    
      	
            	
              4.2.1

            	
              The
      Licensee's obligations under this Agreement shall include the
      following:

            


    

     

    
      	
               
      

            	
              (a)

            	
              to
      pay the License Fee to the Licensor in accordance with the requirements of
      Article 3 hereof;

            


    

     

    
      	
               
      

            	
              (b)

            	
              to
      provide to the Licensor in a timely manner, all necessary information for
      the design and development of the wind turbine including, but not limited
      to, data relating to climactic and environmental conditions, grid related
      information and any other relevant information reasonably requested by the
      Licensor, at the Site;

            


    

     

    
      	
               
      

            	
              (c)

            	
              to
      co-ordinate with the Licensor for identification and selection of the
      suppliers for Long Lead Critical Items and Major Items and to enter into
      all necessary contracts and to make necessary payments to such suppliers
      in a timely manner, so as to ensure that the assembly and commissioning of
      the Prototype is achievable within the time period specified therefore in
      Annex
      10;

            


    

     

    
      	
               
      

            	
              (d)

            	
              to
      provide the Site and facilities required for erection of the Prototype and
      synchronization of the Prototype with the Grid, and undertake all
      activities relating to co-ordination as may be necessary for meeting the
      requirements of the German Grid
Code;

            


    

     

    
      	
               
      

            	
              (e)

            	
              to
      make necessary payments on a timely basis to third parties involved,
      including for the Third Party Work identified in Annex
  7;

            


    

     

    
      	
               
      

            	
              (f)

            	
              to
      pay Royalties in a timely manner to the Licensor in accordance with
      Sub-section 3.1.4;

            


    

     

    
      	
               
      

            	
              (g)

            	
              to
      comply with any local regulations and obtain any governmental approvals,
      if such compliance is necessary for the manufacturing, operating,
      servicing or selling of the licensed products.  Licensor shall
      provide all assistance reasonably necessary to obtain such approvals at
      the expense of Licensee;

            


    


    
      
         


      

      
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              (h)

            	
              to
      be entitled but not obligated to use any of the Licensor's trademarks and
      any of its own trademarks on the Licensed
  Products;

            


    

     

    
      	
               
      

            	
              (i)

            	
              to
      maintain sufficient capitalization to meet its obligations under this
      Agreement, specifically including its obligations under Sub-section
      7.2.2;

            


    

     

    
      	
               
      

            	
              (j)

            	
              to
      keep accounts and records in sufficient detail to enable the royalties and
      other amounts due hereunder to be determined;
  and

            


    

     

    
      	
               
      

            	
              (k)

            	
              to
      act reasonably and in good faith in all respects regarding the royalties,
      and not to participate in any scheme, alliance, partnership or other
      business arrangement or activity that has the effect of evading or
      reducing the royalties that would otherwise be payable to Licensor, unless
      specifically permitted under this
Agreement.

            


    

     

    Article
5


     

    Support
and Training

     

    
      	
              5.1

            	
              Obligation
      to Support

            


    

     

    
      	
            	
              5.1.1

            	
              The
      Licensor shall have an obligation to provide requisite support for
      manufacturing, erecting, commissioning, operating or servicing of Licensed
      Products for the Prototype and the first five (in a lot, 'en block')
      wind turbines.  In the event that the Licensee requires any
      services in relation to the aforesaid (specifically including those
      services set out in this Article 5) that are not covered within the
      scope of services (for
      clarity: additional support) as are required to be provided by the
      Licensor in accordance with Section 4.1, the Licensee may by notice in
      writing request the Licensor to provide such ongoing product support or
      service.  Upon acceptance by the Licensor, the Licensor shall
      provide such product support or service to the Licensee within mutually
      convenient time lines, but as soon as reasonably practicable, and the
      Licensee shall compensate the Licensor for such services at the rates set
      forth in Annex
      7.

            


    

     

    
      	
            	
              5.1.2

            	
              In
      the event that the Licensee requires further training of any qualified
      employees or personnel beyond that set forth in Section 4.1, the Licensee
      may, by notice in writing at least thirty (30) days prior to the training,
      request the Licensor to provide such training at a facility to be agreed
      upon by the Parties.  Any request accepted by the Licensor shall
      be at the rates set forth in Annex
  7.

            


    

     

    
      	
            	
              5.1.3

            	
              The
      Licensor shall provide support in relation to certification processes
      which may be required for the sale of the Licensed Products worldwide and
      the Licensee shall compensate the Licensor for such services at the rates
      set forth in Annex
      7.  For clarity, the Licensor does not guarantee that any
      such certification processes will be successfully
  obtained.

            


    


    
      
         


      

      
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              5.1.4

            	
              In
      accordance with Sub-section 2.4.3, the Licensor shall transfer know-how to
      identified personnel of the Licensee and provide necessary training to the
      identified personnel, through on site training, presentations, class room
      sessions, video conferencing or any other suitable medium, when any
      additional Licensed Know-How is created or improvements are made to the
      Licensed Products and the Licensee shall compensate the Licensor for such
      services at the rates set forth in Annex 7.  At
      least one of the technical personnel proposed by the Licensee to receive
      such training shall be German
speaking.

            


    

     

    Article
6


     

    Representations
and Warranties

     

    
      	
              6.1

            	
              Representations
      and Warranties of the Licensee

            


    

     

    
      	
            	
              6.1.1

            	
              The
      Licensee hereby represents and warrants to the Licensor that, as of the
      date of this Agreement:

            


    

     

    
      	
               
      

            	
              (a)

            	
              It
      is duly organized and validly existing under the laws of British Virgin
      Islands and has been in continuous existence since
      incorporation.

            


    

     

    
      	
               
      

            	
              (b)

            	
              It
      has full power and authority to execute, deliver and perform its
      obligations under this Agreement and to carry out the transactions
      contemplated hereby.

            


    

     

    
      	
               
      

            	
              (c)

            	
              It
      has taken all necessary corporate and other action under Law and its
      constitutional documents to authorize the execution, delivery and
      performance of this Agreement.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      obligations of the Licensee under this Agreement will be legally valid,
      binding and enforceable obligations against the Licensee in accordance
      with the terms hereof.

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      execution, delivery and performance of this Agreement will not conflict
      with, result in the breach of, constitute a default under or accelerate
      performance required by any of the terms of its constating documents of or
      any Law or any covenant, agreement, understanding, decree or order to
      which, it is a party or by which it or any of its properties or assets is
      bound or affected.

            


    

     

    
      	
               
      

            	
              (f)

            	
              It
      has no knowledge of any violation or default with respect to any order,
      writ, injunction or any decree of any court or any legally binding order
      of any governmental authority which may result in any material adverse
      effect or impairment of the Licensee's ability to perform its obligations
      and duties under this
Agreement.

            


    


    
      
         


      

      
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              (g)

            	
              It
      is adequately capitalized to meet its obligations under this Agreement,
      specifically including its obligations under Sub-section
      7.2.2.

            


    

     

    
      	
              6.2

            	
              Representations
      and Warranties of the Licensor

            


    

     

    
      	
            	
              6.2.1

            	
              The
      Licensor hereby represents and warrants to the Licensee that on the date
      of this Agreement and as on the Effective
Date:

            


    

     

    
      	
               
      

            	
              (a)

            	
              It
      is duly organized and validly existing under the laws of Germany and has
      been in continuous existence since
  incorporation.

            


    

     

    
      	
               
      

            	
              (b)

            	
              It
      has full power and authority to execute, deliver and perform its
      obligations under this Agreement and to carry out the transactions
      contemplated hereby, and in particular has the right to grant the Licenses
      granted by it hereunder.

            


    

     

    
      	
               
      

            	
              (c)

            	
              It
      has taken all necessary corporate and other action under Law and its
      constitution documents to authorize the execution, delivery and
      performance of this Agreement.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      obligations of the Licensor under this Agreement will be legally valid,
      binding and enforceable obligations against the Licensor in accordance
      with the terms hereof.

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      Licensor has not entered any commitments for the Licensed Know-How with
      any third party on terms that conflict with or would prevent Licensor from
      entering this Agreement.

            


    

     

    
      	
               
      

            	
              (f)

            	
              The
      Licensor has not received any written communication or challenge by third
      parties to the legality, validity, enforceability, use or ownership of the
      whole or any part of the Licensed Know-How, or any other Intellectual
      Property Licensed in accordance with terms of this Agreement, except as
      already set-out in Part B of Annex
  11.

            


    

     

    
      	
               
      

            	
              (g)

            	
              The
      execution, delivery and performance of this Agreement will not conflict
      with, result in the breach of, constitute a default under or accelerate
      performance required by any of the terms of its constating documents of or
      any Law or any covenant, agreement, understanding, decree or order to
      which it is party or by which it or any of its properties or assets is
      bound or affected.

            


    


    
      
         


      

      
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              (h)

            	
              There
      are no actions, suits, proceedings, or investigations pending or, to the
      best of the Licensor's knowledge, threatened against it at law or in
      equity before any court or before any other judicial, quasi judicial or
      other authority, the outcome of which may result in the breach of or
      constitute a default of the Licensor under this Agreement or which
      individually or in the aggregate may result in any material adverse effect
      on its business, properties or assets or its condition, financial or
      otherwise, or in any impairment of its ability it obligations and duties
      under this Agreement.

            


    

     

    
      	
               
      

            	
              (i)

            	
              It
      has no knowledge of any violation or default with respect to any order,
      writ, injunction or any decree of any court or any legally binding order
      of any Governmental Authority which may result in any material adverse
      effect or impairment of the Licensor's ability to perform its obligations
      and duties under this Agreement.

            


    

     

    
      	
               
      

            	
              (j)

            	
              It
      has complied with all applicable Laws and has not been subject to any
      fines, penalties, injunctive relief or any other civil or criminal
      liabilities which in the aggregate have or may have material adverse
      effect on its financial condition or its ability to perform its
      obligations and duties under this
Agreement.

            


    

     

    
      	
               
      

            	
              (k)

            	
              The
      Licensor has received no notice and is not aware of any Licensed Know-How
      produced by the Licensor, or any other Intellectual Property Licensed in
      accordance with the terms of this Agreement containing or incorporating
      any Intellectual Property owned by an entity other than the Licensor; nor
      is Licensor aware that any such Intellectual Property owned by an entity
      other than the Licensor has been utilized in the design of the Licensed
      Products, the creation of the Licensed Know-How or any other Intellectual
      Property Licensed in accordance with this Agreement, and where any such
      Intellectual Property has been relied upon, the Licensor is duly
      authorized to utilize and incorporate such Intellectual Property into the
      License Products, the Licensed Know-How and any other Licensed
      Intellectual Property, and grant a right and license to such third party
      Intellectual Properties to the
Licensee.

            


    

     

    
      	
               
      

            	
              (l)

            	
              No
      representation or warranty by the Licensor contained herein or in any
      other document furnished by it to the Licensee, or to any governmental
      authority in relation to any applicable permits contains any or will
      contain untrue statement of material fact or omits or will omit to state a
      material fact necessary to make such representation or warranty not
      misleading.

            


    

     

    
      	
               
      

            	
              (m)

            	
              The
      Licensor acknowledges that its Affiliate W2E Wind to Energy GmbH has
      granted to Fuhrländer AG (or an Affiliate of Fuhrländer
      AG) certain licenses and rights to 2.5 MW wind turbine technology
      forming the basis of the FL2500 series (the "Fuhrländer Technology"), the
      terms of which it is familiar with.  The Licensor hereby
      represents and warrants to the Licensee that the License and the Licensed
      Know-How (i) does not and will not violate the terms and conditions of the
      licenses granted by W2E Wind to Energy GmbH with respect to the Fuhrländer
      AG Technology and (ii) are for wind turbine equipment that is
      substantially different from, and technologically non-competitive with,
      the Fuhrländer AG Technology.

            


    


    
      
         


      

      
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              6.3

            	
              Patents

            


    

     

    
      	
            	
              6.3.1

            	
              A
      list of existing patents and patents that have been applied for and are
      proposed to be utilized for development of Licensed Products is included
      as Annex
      11.  The Licensor expressly does not warrant the validity
      of any of the Patents that have been applied for, but has not been
      notified of any ground for invalidity
thereof.

            


    

     

    
      	
            	
              6.3.2

            	
              The
      Licensee agrees that it shall promptly inform the Licensor of any possible
      infringements of the patents which come to Licensee's notice but the
      Licensor shall not be compelled to take any action against possible third
      party infringers.

            


    

     

    
      	
            	
              6.3.3

            	
              It
      is however clarified that the disapproval of a patent shall not, in any
      manner, impact the obligations of the Licensor with respect to the
      development of the Licensed Products and the Licensed Know-How as required
      to be developed in accordance with the terms of this
      Agreement.

            


    

     

    
      	
              6.4

            	
              Disclosures

            


    

     

    In the
event at any time after the date hereof, any event or circumstance comes to the
attention of either Party that renders any of its abovementioned representations
or warranties untrue or incorrect, then such Party shall immediately notify the
other Party of the same.  Such notification shall not have the effect
of remedying any breach of the representation or warranty that has been found to
be untrue or incorrect or adversely affect or release any obligation of either
Party under this Agreement.

     

    Article
7


     

    Third
Party Rights and Indemnities

     

    
      	
              7.1

            	
              Infringement
      of Third Party Rights

            


    

     

    
      	
            	
              7.1.1

            	
              If
      the Licensee is alleged to infringe third party rights based directly or
      indirectly on the exploitation of the Licensed Know-How of the Commercial
      Production of the Licensed products, the Licensee shall forthwith inform
      the Licensor about any such
allegation.

            


    


    
      
         


      

      
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              7.1.2

            	
              The
      Licensor hereby agrees and undertakes that from the Effective Date and
      during the term and thereafter, it shall indemnify and keep indemnified
      and otherwise save harmless, the Licensee, its agents and employees, from
      and against all claims, demands made against and/or loss caused and/or
      damages suffered and/or cost, charges/expenses incurred or put to and/or
      penalty levied and/or any claim due to any alleged infringement of any
      third party rights.  The parties agree that the Licensor shall
      indemnify Licensee for any costs, expenses (including reasonable attorney
      fees), judgments and/or other losses with respect to such
      allegation except if pursuant to a final judgment, upon exhaustion of all
      legal remedies, the Licensor is cleared of any liability and liability is
      imposed on Licensee, in which case Licensee shall be responsible for any
      costs incurred by Licensor to defend itself and
  Licensee.

            


    

     

    
      	
              7.2

            	
              Indemnity

            


    

     

    
      	
            	
              7.2.1

            	
              The
      Licensor hereby agrees and undertakes that from the Effective Date and
      during the Term and thereafter, it shall indemnify and otherwise save
      harmless, the Licensee, its agents and employees, from and against all
      claims, demands, loss caused, damages suffered, costs, incurred or penalty
      levied and/or any claim arising as a result of any acts, deeds or thing
      done or omitted to be done by the Licensor or as a result of failure on
      the part of the Licensor to perform any of this obligations under this
      Agreement or on account of the Licensor committing a breach of any of the
      terms and conditions of this Agreement or an account of the failure of the
      Licensor to perform any of its statutory duty and/or obligations or
      failure or negligence on the part of the Licensor to comply with any
      statutory provisions or as a consequence of any notice, show cause notice,
      action, suit or proceedings, given, initiated, filed or commenced by any
      third party or government authority or as a result of any failure or
      negligence or default of the Licensor or its Associates or
      sub-contractors, as the case may be, in connection with or arising our of
      this Agreement.

            


    

     

    
      	
            	
              7.2.2

            	
              The
      Licensee hereby agrees and undertakes that from the Effective Date and
      during the Term and thereafter, it shall indemnify and otherwise save
      harmless, the Licensor, its agents and employees, from and against all
      claims, demands, loss caused, damages suffered, costs incurred or penalty
      levied upon the Licensor and/or any claim arising as a result of any acts,
      deeds or thing done or omitted to be done by the Licensee or as a result
      of failure on the part of the Licensor to perform any of its obligations
      under this Agreement or on account of the Licensee committing a breach of
      any of the terms and conditions of this Agreement or on account of the
      failure of the Licensee to perform any of its statutory duty and/or
      obligations or failure or negligence on the part of the Licensee to comply
      with any statutory provisions or as a consequence of any notice, show
      cause notice, action, suit or proceedings, given, initiated, filed or
      commenced by any third party or government authority or as a result of any
      failure or negligence or default of the Licensee or its Associates or
      sub-contractors, as the case may be, in connection with or arising out of
      this Agreement.

            


    


    
      
         


      

      
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              7.3

            	
              Procedure
      in Case of Third Party Claims

            


    

     

    
      	
            	
              7.3.1

            	
              In
      the event of any demand or claim by any third entity against either Party,
      which claim or demand would be payable by that party at first instance
      (the "Payee" in demand), but would
      sought to be claimed from the other Party (the "Indemnifier") pursuant
      to Section 7.1 or 7.2, then the Payee shall, without undue delay after
      becoming aware of the matter, notify the Indemnifier of such matter in
      writing, describing the potential claim in reasonable detail and, to the
      extent possible, state the estimated amount of such
  claim.

            


    

     

    
      	
            	
              7.3.2

            	
              Furthermore,
      the Payee shall make available to the Indemnifier a copy of the third
      party claim or demand and give the Indemnifier the opportunity to defend
      the Payee against such claim, employing its own counsel at its sole costs,
      expense and risk.  The Indemnifier, at its own cost, shall have
      the right to defend the claim by all appropriate proceedings and shall
      have the sole right to direct and control such defense.  In
      particular, without limitation, the Indemnifier may (i) participate in and
      direct all negotiations and correspondence with the third party; (ii)
      appoint and instruct counsel acting, if necessary, in the name of the
      Payee (with all costs and expenses relating to such participation to be
      borne by the Indemnifier); and (iii) require that the claim be litigated
      or settled in accordance with the Indemnifier's
      instructions.  The Indemnifier shall conduct such proceedings in
      good faith and take into account the interest of the Payee.  As
      long as the Indemnifier is defending a claim, the Payee shall provide or
      cause to be provided to the Indemnifier or its representatives any
      information reasonably requested by it and/or them relating to such claim,
      and Payee shall otherwise cooperate with the Indemnifier and its
      representatives in good faith in order to contest effectively such
      claim.  The Indemnifier shall inform the Payee in writing
      without undue delay of all developments and events relating to such claim,
      and the Payee shall be entitled, at its expense, to employ its own counsel
      and to attend all conferences, meetings and proceedings relating to such
      claim.

            


    

     

    
      	
            	
              7.3.3

            	
              If
      the Indemnifier does not assume control of a defense or a specific claim,
      the Payee may assume full control of such defense and such proceedings, at
      the reasonable cost and expense of the Indemnifier.  If
      requested by the Payee, the Indemnifier shall cooperate in good faith with
      the Payee in order to contest effectively such claim.  The
      Indemnifier shall be entitled, at its expense, to employ its own counsel
      and to attend all conferences, meetings and proceedings relating to such
      claim.

            


    

     

    
      	
              7.4

            	
              Limits
      of Liability, Compensation

            


    

     

    
      	
            	
              7.4.1

            	
              Notwithstanding
      anything contained in this Agreement, each party's liability pursuant to
      this Article 7 and the
      entirely Agreement, shall be limited and in no event shall it
      exceed the cumulative License Fee paid to or owing under Article 3 of this
      Agreement up to the date of
liability.

            


    


    
      
         


      

      
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              7.4.2

            	
              A
      Party is obliged to indemnify the other Party only for actual damage which
      a Party incurs as a result of a breach of this Agreement by the other
      Party.  Neither Party shall be liable for consequential damages
      or indirect loss of whatever nature hereunder including, but not limited
      to, loss of profit or anticipated profit, loss of opportunities or
      consequential damages unless such damage was caused by the gross
      negligence or willful misconduct or the breaching party or others for whom
      that Party is responsible.

            


    

     

    
      	
            	
              7.4.3

            	
              Each
      Party is liable for breaches of contract caused by the actions of its
      employees, agents, sub-contractors, vendors and/or
    suppliers.

            


    

     

    
      	
            	
              7.4.4

            	
              It
      is clarified that this Article 7 shall survive the termination of this
      Agreement.

            


    

     

    Article
8


     

    Selection
and Development of Suppliers

     

    
      	
              8.1

            	
              Component
      Suppliers

            


    

     

    
      	
            	
              8.1.1

            	
              Within
      the time period set forth in Annex 10 of this
      Agreement, the Licensor shall facilitate and support the identification,
      where possible, of at lest two (2) alternate suppliers for the main
      components, including the Long Lead Critical Items and the Major Items
      required for the assembly of the Prototypes and the Commercial Production
      of the Licensed Products and shall submit the same to the Licensee ("Vendor or Supplier
      List", Annex
      8).  Provided however that for the Prototype purposes the
      achievement of overall timelines shall be accorded higher priority than
      the number of suppliers, without compromising the quality
      requirements.

            


    

     

    
      	
            	
              8.1.2

            	
              The
      Licensee shall have the right to make a final selection of the suppliers
      in respect of each such component, in its sole discretion, but generally
      by placing reliance on criteria that may, inter alia, include
      technology superiority or advancement, cost savings, supply reliability
      and availability, and optimization of the supply chain.  For
      abundant caution, it is clarified that the Licensee shall have no
      obligation to rely on a single supplier in respect of any component and
      may rely on multiple suppliers for the procurement of each
      component.

            


    


    
      
         


      

      
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              8.1.3

            	
              The
      Parties agree that the Licensee shall have the right to procure components
      from any supplier whom the Licensee believes to be qualified, provided
      however, in the event that the Licensee selects a supplier which has not
      been recommended by the Licensor in the Vendor List, the Licensor shall
      not have any liability in relation to any components procured from such
      suppliers.  In the event that the Licensee proposes to procure
      components from a supplier not included in the Vendor List and is of the
      belief that the proposed supplier is of a quality as would merit inclusion
      in the Vendor List, the Licensee may by notice to the Licensor, request
      the inclusion of such additional suppliers in the Vendor
      List.  The Licensor shall as soon as reasonably practicable,
      consider, acting reasonably, whether the proposed vendor should be
      included in the Vendor List.  Provided that the costs and
      expenses incurred by the Licensor for review and validation or such vendor
      proposed by the Licensee shall be compensated at the rates set forth in
      Annex 4.  Within thirty (30) days of the receipt of the notice
      form the Licensee requesting the inclusion of any additional suppliers on
      the Vendor List, the Licensor shall notify the Licensee, of Licensor's
      decision in relation to the inclusion of the additional supplier(s) on the
      Vendor List.  In the event that the Licensor does not
      communicate its decision to the Licensee within thirty (30) days of the
      request being made, the Licensee shall have the option of procuring
      components from such supplier, and the Licensor shall not be relieved of
      any liability in relation to any components procured from such
      supplier(s).

            


    

     

    Article
9


     

    Licensor
Incentives

     

    In
addition to the Licensee Fee to be paid by the Licensee to the Licensor, as set
out in Article 3 the Licensee shall pay to the Licensor incentives at the rate
of one and a half percent (1.5%) of the aggregate
Licensee Fee per week or advancement of schedules attributable to the Licensor
upon the satisfactory completion of each milestone set forth in Annex 10 by a date prior to
the time period specified for that achievement of that milestone in this
Agreement.  Such incentives shall be payable in aggregate at the end
of the Measurement Campaign.  It is however agreed that the incentive
payable to the Licensor shall be capped at a sum equivalent to ten percent (10%)
of the License Fee.

     

    Article
10


     

    Force
Majeure

     

    
      	
              10.1

            	
              Definition
      of Force Majeure

            


    

     

    
      	
            	
              10.1.1

            	
              The
      Licensor or the Licensee as the case may be, shall be entitled to suspend
      or excuse performance of its respective obligations under this Agreement
      to the extent that the Licensor or the Licensee, as the case may be, is
      unable to render such performance by an event of Force Majeure (a "Force
      Majeure").

            


    

     

    
      	
            	
              10.1.2

            	
              In
      this Agreement, "Force Majeure" means any event or circumstance or a
      combination of event and circumstance, which satisfies all the following
      conditions:

            


    

     

    
      	
               
      

            	
              (a)

            	
              materially
      and adversely affects the performance of an
  obligation;

            


    

     

    
      	
               
      

            	
              (b)

            	
              are
      beyond the reasonable control of the affected
  Party;

            


    


    
      
         


      

      
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              (c)

            	
              such
      Party could not have prevented or reasonably overcome with the exercise of
      Good Industry Practice or reasonable skill and
  care;

            


    

     

    
      	
               
      

            	
              (d)

            	
              do
      not result from the negligence or misconduct of such Party or the failure
      of such Party to perform its obligations hereunder;
  and

            


    

     

    
      	
               
      

            	
              (e)

            	
              (or any consequence or
      which), have an effect described in Sub-section
    10.1.1.

            


    

     

    
      	
            	
              10.1.3

            	
              "Force Majeure" includes
      the following events and/or circumstances to the extent that they, or
      their consequences satisfy the requirements set forth in Sub-sections
      10.1.1 and 10.1.2:

            


    

     

    
      	
               
      

            	
              (a)

            	
              war
      (whether declared or undeclared), invasion, armed conflict or act of
      foreign enemy in each case involving or directly affecting a country where
      the Licensee has operations under this Agreement, or in case of the
      Licensor, affecting the Licensor's
facilities;

            


    

     

    
      	
               
      

            	
              (b)

            	
              revolution,
      riot, insurrection or other civil commotion, act of terrorism or sabotage
      in a country where the Licensee has operations under this Agreement, or in
      case of the Licensor, affecting the Licensor's
  facilities;

            


    

     

    
      	
               
      

            	
              (c)

            	
              strikes,
      working to rule, go-slows and/or lockouts which are in each case
      widespread, nationwide or
political;

            


    

     

    
      	
               
      

            	
              (d)

            	
              any
      effect of the natural elements, including lighting, fire, earthquake,
      unprecedented rains, tidal wave, flood, storm, cyclone, typhoon or
      tornado, within China, or in case of the Licensor, affecting the
      Licensor's facilities;

            


    

     

    
      	
               
      

            	
              (e)

            	
              explosion
      (other than a nuclear
      explosion or an explosion resulting from an act of war) within a
      country where the Licensee has operations under this Agreement, or in case
      of the Licensor, affecting the Licensor's
  facilities;

            


    

     

    
      	
               
      

            	
              (f)

            	
              epidemic
      or plague within a country where the Licensee has operations under this
      Agreement, or in case of the Licensor, affecting the Licensor's
      facilities; and

            


    

     

    
      	
               
      

            	
              (g)

            	
              any
      event or circumstances of a nature analogous to any events set forth in
      paragraphs (a) to (f) of this Sub-section 10.1.3 within a country where
      the Licensee has operations under this
  Agreement.

            


    

     

    
      	
            	
              10.1.4

            	
              For
      abundant caution, it is clarified that the inability of an associate or
      work contractor of either Party to discharge any obligations that are
      required for a party to this Agreement to satisfactorily discharge its
      obligations hereunder (including on account of an event of Force Majeure
      affecting any such associate or work contractor), shall not be considered
      an event of Force Majeure under this
Agreement.

            


    


    
      
         


      

      
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              10.1.5

            	
              Procedure for Force
      Majeure

            


    

     

    
      	
               
      

            	
              (a)

            	
              If
      a part claims relief on account of a Force Majeure event, then the Party
      claiming to be affected by the Force Majeure event shall, immediately on
      becoming aware of the Force Majeure event, in any event within thirty
      (30) days, give
      notice of, describe in detail and prove: (i) the Force Majeure event(s)
      that has occurred; (ii) the obligation(s) affected as described in Section
      10.1; (iii) the dates of commencement and estimated cessation of such
      event of Force Majeure and (iv) the manner in which the Force Majeure
      event(s) affect the Party's obligation(s) under this
      Agreement.  These documents of description should be provided by
      a notarized affidavit.  No Party shall be able to suspend or
      excuse the non-performance of its obligations hereunder unless such Party
      has given the notice specified
above.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      affected Party shall have the right to suspend the performance of the
      obligation(s) affected as described in Section 10.1, upon delivery of the
      notice of the occurrence of a Force Majeure even in accordance with clause
      10.1.5(a).  The affected Party, to the extent rendered unable to
      perform its obligations or part thereof under this Agreement as a
      consequence of the Force Majeure Event shall be excused from performance
      of the obligations provided that the excuse from performance shall be or
      no greater scope and of no longer duration than is reasonably warranted by
      the Force Majeure Event.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      time for performance by the affected Party of any obligation or compliance
      by the affected Party with any time limit affected by Force Majeure, and
      for the exercise of any right affected thereby, shall be extended by the
      period during which such Force Majeure continues and by such additional
      period thereafter as is necessary to enable the affected Party to achieve
      the level of activity prevailing before the event of Force
      Majeure.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Each
      Party shall bear its own costs, if any, incurred as a consequence of the
      Force Majeure.

            


    

     

    
      	
            	
              10.1.6

            	
              It
      is clarified that any deferment on account of Force Majeure only applies
      to the effect caused directly by the Force Majeure and in the are
      influenced by the Force Majeure for the duration of the Force
      Majeure.

            


    


    
      
         


      

      
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              10.1.7

            	
              The
      Party claiming to be affected by an event of Force Majeure shall take all
      reasonable steps to prevent, reduce to a minimum and mitigate the effect
      of such event of Force Majeure.  The affected Party shall also
      make efforts to resume performance of its obligations under this Agreement
      as soon as possible and upon resumption, shall notify the other Party of
      the same in writing.

            


    

     

    
      	
            	
              10.1.8

            	
              If
      the event of Force Majeure continues for more than one hundred and twenty
      (120) days, the
      Parties shall determine the extent of the influence of the Force Majeure
      upon the performance of obligations under this Agreement, to determine the
      future course of action.  In particular, the Parties will
      determine:

            


    

     

    
      	
               
      

            	
              (a)

            	
              whether
      the Agreement should be dissolved;
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              whether
      the Party affected by the Force Majeure should be relieved the obligations
      that it is prevented form discharging by virtue of the Force Majeure;
      or

            


    

     

    
      	
               
      

            	
              (c)

            	
              or
      whether the Party which is affected by the Force Majeure should be
      permitted to delay the performance of this Agreement by a duration
      equivalent to the duration of the Force
Majeure.

            


    

     

    Article
11


     

    Default

     

    
      	
              11.1

            	
              Licensor
      Event of Default

            


    

     

    Each of
the following events or circumstances, to the extent not caused by a default of
the Licensee or Force Majeure shall be considered for the purposed of this
Agreement as event of default of the Licensor ("Licensor Event Default") which
shall provide the Licensee the right to terminate this Agreement in accordance
with Article 12:

     

    
      	
            	
              11.1.1

            	
              The
      Licensor fails to develop the Licensed Products, that adhere to the agreed
      minimum performance parameters, or does not deliver parts of Licensed
      Know-How, or fails to meet any other Development Obligations, including
      those with respect to design, development, certification, prototyping,
      testing and commissioning of Licensed Products beyond timelines set forth
      in Annex 5, which substantially hinder the Commercial Production and
      utilization of Licensed Products.

            


    

     

    
      	
            	
              11.1.2

            	
              The
      Licensor fails to achieve any of the milestones set forth in Annex 10 within the time
      period specified therein for the achievement of that milestone (except to the extent that such
      failure is on account of reasons beyond the control of the
      Licensor), and such breach is not remedied within thirty (30) days
      of the receipt of written notice from the Licensee specifying the breach
      and requiring the Licensor to remedy the same.  Provided
      however, the Licensor shall only be considered to be in default of this
      Agreement on account of a failure to meet milestones Annex 10 by the time
      period specified therein, after the maximum amount of liquidated damages
      has been levied.

            


    


    
      
         


      

      
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              11.1.3

            	
              The
      Licensor fails to upgrade the Licensed Products in accordance with Section
      2.4.1 or fails to transfer necessary know-how related to such upgraded
      Licensed Products.

            


    

     

    
      	
            	
              11.1.4

            	
              The
      Licensor fails to furnish the payment guarantee from a financial
      institution or insurance company required to be provided in accordance
      with Sub-section 3.1.2.

            


    

     

    
      	
            	
              11.1.5

            	
              The
      Licensor fails to achieve Type C Certification within the time period
      specified in Annex
      10 or such other time period as may be agreed to by
      Licensee.

            


    

     

    
      	
            	
              11.1.6

            	
              The
      Licensor fails to achieve Type B Certification within the time period
      specified in Annex
      10 or such other time period as may be agreed to by
      Licensee.

            


    

     

    
      	
            	
              11.1.7

            	
              The
      Licensor fails to achieve Type A Certification within the time period
      specified in Annex
      10 or such other time period as may be agreed to by
      Licensee.

            


    

     

    
      	
            	
              11.1.8

            	
              The
      Licensor is ordered to be wound up or otherwise dissolved by a court;
      files a petition for voluntary winding up or
  dissolution.

            


    

     

    
      	
            	
              11.1.9

            	
              A
      levy of an execution or restraint on substantially all of the Licensor's
      assets; or an appointment of a provisional liquidator, administrator,
      trustee or receiver of the whole or substantially whole of the undertaking
      of the Licensor by a court of competent jurisdiction or if the Licensor is
      subject to any other action under local law based on its inability to
      meets its financial obligations, the solvent party is entitled to
      immediately terminate this
Agreement.

            


    

     

    
      	
            	
              11.1.10

            	
              A
      breach of any representation or warranty by the Licensor which materially
      adversely affects the ability of the Licensee to perform its obligations
      under this Agreement.

            


    

     

    
      	
            	
              11.1.11

            	
              The
      Licensor, or any of the partners or shareholders in the Licensor, enters
      into any scheme or arrangement of merger or in the event of a take over of
      any such entity or the acquisition or a substantial part of its
      undertaking.

            


    

     

    
      	
              11.2

            	
              Licensee
      Event of Default

            


    

     

    Each of
the following event or circumstance, to the extent not caused by a default of
the Licensor or Force Majeure shall be considered for the purposes of this
Agreement as events of default of the Licensee ("Licensee Even of Default")
which shall provide the Licensor the right to terminate this Agreement in
accordance with Article 12:


    
      
         


      

      
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              11.2.1

            	
              The
      Licensee does not make full payment of all amounts due and payable to the
      Licensor, within thirty (30) days of Licensor delivering a written notice
      of amount due, provided Licensor has not received a written notice from
      Licensee, acting reasonably, disputing such amounts prior to the due date
      and then payment shall be made only on such amounts not in
      dispute.

            


    

     

    
      	
            	
              11.2.2

            	
              The
      Licensee utilizes the Licensed Know-How contrary to terms of this
      Agreement.

            


    

     

    
      	
            	
              11.2.3

            	
              The
      Licensee carries out any technical changes to the Licensed Product without
      Licensor's prior written agreement, except for improvements to the
      Licensed Product in accordance with this Agreement and the processes
      necessary for safe and efficient performance, assembly installation and
      operations & maintenance in terms of the technology Transfer Document
      provided in Annex 2.

            


    

     

    
      	
            	
              11.2.4

            	
              The
      Licensee is ordered to be wound up or otherwise dissolved by a court;
      files a petition for voluntary winding up or dissolution; or in the event
      of a levy of an execution or restraint on substantially all of the
      Licensee's assets.

            


    

     

    
      	
            	
              11.2.5

            	
              Appointment
      of a provisional liquidator, administrator, trustee or receiver of the
      whole or substantially whole of the undertaking of the Licensee by a court
      of component jurisdiction or if the Licensee is subject to any other
      action under local law based on its inability to meets its financial
      obligations, the solvent party is entitled to immediately terminate this
      Agreement.

            


    

     

    
      	
            	
              11.2.6

            	
              A
      breach of any representation or warranty by the Licensee which materially
      adversely affects the ability of the Licensor to perform its obligations
      under this Agreement.

            


    

     

    
      	
            	
              11.2.7

            	
              The
      Licensee is in breach of its obligations under this Agreement that has a
      material adverse impact on the Licensor and is unable to or fails to
      remedy such breach within thirty (30) days of receipt of written notice
      describing such breach in sufficient detail to permit an understanding of
      such breach.

            


    

     

    Article
12


     

    Term
and Termination

     

    
      	
              12.1

            	
              Effectiveness

            


    

     

    
      	
            	
              12.1.1

            	
              This
      Agreement is effective from the date of signing of this Agreement and
      shall remain effective perpetually unless terminated in accordance with
      this Agreement.  If the Term cannot be in perpetuity at Law,
      this Agreement shall continue for the maximum period of time permitted at
      Law.  The period commencing from the Effective Date and
      culminating at the termination of this Agreement in accordance with the
      terms hereof shall be the "Term" of the
      Agreement.

            


    


    
      
         


      

      
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              12.2

            	
              Termination

            


    

     

    
      	
            	
              12.2.1

            	
              Each
      of the Licensor and the Licensee shall have the right to terminate this
      Agreement for Event of Default of the other Party, provided however, the
      Licensee shall not have the right to terminate this Agreement in the event
      that the Licensor fails to provide operations and maintenance assistance
      for installed Licensed Products and trouble shooting assistance in
      relation thereto, in accordance with the requirements of Sub-section 5.1,
      lit.(b), (ii) hereof.

            


    

     

    
      	
            	
              12.2.2

            	
              If
      either Party believes that there has been an Event of Default of the other
      Party, that Party shall give written notice fully describing the alleged
      material breach to the other Party and the receiving Party shall have the
      sixty (60) days from the date of receipt of such notice in which to cure
      such breach or deny that there ahs been a substantive
      breach.  In the event that the alleged breach is not cured, the
      non-defaulting Party shall have the right to issue a notice of termination
      and terminate this Agreement.  If the parties hereto are unable
      to agree as to whether there has been an Event of Default, within thirty
      (30) days of a denial of a claim of an Event of Default, such disagreement
      shall be submitted to arbitration in accordance with Article
      hereof.

            


    

     

    
      	
              12.3

            	
              Consequences
      of Termination

            


    

     

    
      	
            	
              12.3.1

            	
              In
      case of the early termination of this Agreement due to the breach of
      Licensee, the Licensee is authorized to complete the pending orders for
      the Licensed Product.  In such an event the Licensee shall,
      within four (4)
      weeks after termination of this Agreement, submit a list to Licensor
      outlining the orders still to be completed.  In the event that
      the Licensee fails to submit the list before the aforesaid date, the
      Licensee shall no longer have any right or license to the Licensed
      Products and shall have the obligation to stop, with immediate effect, any
      further use of the right and license granted under this Agreement and
      Licensor may recover any damages from Licensee as a result of any further
      use thereafter.  The Parties agree that in the event of
      termination of this Agreement on account of a substantial breach by the
      Licensee, the Licensor shall be obliged to continue to provide technical
      support for installation and operations of the Licensed products in terms
      this Agreement that are already commissioned or for others that are still
      to be completed for a period of at least 12 months.  This
      obligation may be waived by the
Licensee.

            


    

     

    
      	
            	
              12.3.2

            	
              The
      termination of this Agreement shall not release either Party from its
      obligations arising prior to the date of termination or deprive a party
      from the exercise of any rights which have arisen prior to the termination
      of this Agreement or which survive termination of this
      Agreement.

            


    

     

    
      	
            	
              12.3.3

            	
              Any
      rights to terminate this Agreement and/or the rights granted hereunder
      shall be in addition to and not in lieu of all other rights or remedies
      obtainable at law or in equity or otherwise.  The Parties agree
      that termination of this Agreement and/or damages provided herein may not
      be an adequate remedy and the Parties reserve the right to seek specific
      performance.

            


    


    
      
         


      

      
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              12.3.4

            	
              In
      case of termination of this Agreement, Licensee shall return or, in the
      case of computer files, destroy all Licensed Know-How including any notes
      and copies made thereof; and shall confirm to the Licensor in writing that
      there is no remaining Licensed Know-How with Licensee or with any third
      parties who may have received such Licensed Know-How from the
      Licensee.  Provided however, the Licensee shall not be required
      to return, or destroy, as the case may be, any Licensed Know-How that is
      required for the operation and maintenance of the Licensed Products
      already erected by the Licensee and that the Licensee may continue to
      utilize, without the prior consent of the Licensor any such Licensed
      Know-How.  Further, it is agreed that the Licensee may in
      addition to the Licensed Know-How required for the operation and
      maintenance of the Licensed Products already erected, utilize, with the
      consent of the Licensor, any other Licensed
  Know-How.

            


    

     

    Article
13


     

    Confidentiality

     

    
      	
              13.1

            	
              Definition

            


    

     

    
      	
            	
              13.1.1

            	
              For
      purposes of this Agreement, "Confidential
      Information" shall mean all information disclosed by a Party (the
      "Disclosing
      Party") to the other Party (the "Receiving Party") which
      is confidential or proprietary or not generally available to the public,
      and which is either marked confidential or which is deemed to be
      confidential under the circumstances under which it is provided or comes
      to be attention of the Receiving party.  Neither Party shall,
      unless otherwise agreed (which agreement may be on such general or
      specific terms as the Parties may determine), disclose to any third party
      (other than its directors, officers, employees, consultants, lenders,
      agents to the extent required or incidental to the performance of its
      obligations) any information which is either marked confidential or which
      is deemed to be confidential under the circumstances under which it is
      provided or comes to the attention of the receiving Party unless, and to
      the extent that, such disclosure:

            


    

     

    
      	
               
      

            	
              (a)

            	
              is
      reasonably required for the exercise or performance by either party of its
      rights or obligations under this Agreement or for the Licensee to exercise
      the right and license to the Licensed Products;
  or

            


    

     

    
      	
               
      

            	
              (b)

            	
              is
      required pursuant to any relevant statutory or regulatory requirements or
      duties or any relevant terms of any laws or in the public interest;
      or

            


    


    
      
         


      

      
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              (c)

            	
              relates
      to information which is already in the public domain, other than as a
      result of breach of this Article 13 by the Party seeking to make such
      disclosure;

            


    

     

    provided
that, in the case of any disclosure in accordance herewith, the Party disclosing
such information shall, so far as reasonably practicable, impose on third party
receiving such information such obligations as may be appropriate to maintain
its confidentiality.

     

    
      	
            	
              13.1.2

            	
              It
      is however agreed that in general, and except as provided otherwise
      hereinabove, the Licensed Know-How shall be kept confidential with the
      exception of any documents and information that are clearly marked with
      "for public use" by Licensor.

            


    

     

    
      	
            	
              13.1.3

            	
              This
      obligation of confidentiality does not apply to any information which
      Receiving Party can provide, in writing, that
  it:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Prior
      to the time of disclosure hereunder, is lawfully in the public domain;
      or

            


    

     

    
      	
               
      

            	
              (b)

            	
              After
      disclosure hereunder, enters the public domain, except where such entry is
      the result of Receiving Party's actions or impermissible inactions;
      or

            


    

     

    
      	
               
      

            	
              (c)

            	
              Prior
      to disclosure hereunder, was already lawfully in the Receiving Party's
      possession either without limitation on disclosure to others or which
      subsequently becomes free of such limitation;
or

            


    

     

    
      	
               
      

            	
              (d)

            	
              Is
      obtained by the Receiving Party from a third party who is lawfully in
      possession of such information and not subject to a contractual or
      fiduciary relationship or duty to the Disclosing Party or any of its
      Affiliates with respect to said information;
or

            


    

     

    
      	
               
      

            	
              (e)

            	
              Is
      independently developed by the Receiving Party, as evidenced by written
      documentation.

            


    

     

    
      	
              13.2

            	
              Return
      of Confidential Information

            


    

     

    
      	
            	
              13.2.1

            	
              Upon
      termination of this Agreement or upon earlier request, each Receiving
      Party shall return to the Disclosing Party all documents, files, or other
      evidence or copies thereof containing Confidential Information received by
      such Receiving Party.

            


    


    
      
         


      

      
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              13.3

            	
              Survival

            


    

     

    
      	
            	
              13.3.1

            	
              The
      confidentiality obligation set out in this Article 13 shall survive the
      termination of this Agreement.

            


    

     

    
      	
              13.4

            	
              Representation/Licensed
      Know-How

            


    

     

    
      	
            	
              13.4.1

            	
              The
      Licensee acknowledges by signing this Agreement that, at present, the
      Know-how included in the Licensed Know-How was not known by Licensee prior
      to the execution of this Agreement.

            


    

     

    Article
14


     

    Assignment
and Sub-licensing

     

    
      	
              14.1

            	
              Non-Assignment

            


    

     

    This
Agreement may not be assigned by either Party without the prior written consent
of the other Party, such consent not to be unreasonably withheld or delayed,
provided, however, (a) that either Party may assign this Agreement in whole,
without the prior consent of the other Party to a successor in ownership of all
or substantially all of its business assets to which this Agreement pertains,
whether by sale of assets, merger, consolidation or otherwise, and (b) that
either Party may assign this Agreement in whole or in part, without the prior
consent of the other Party to any one or more of its Affiliates (including,
without limitation, an Affiliate formed by the amalgamation of such Party with
another person or otherwise) so long as such Affiliate remains an Affiliate of
such Party and provided that no such assignment shall relieve the assigning
Party of its obligations hereunder nor place the non-assigning Party in a worse
financial positions by virtue of such assignment.  The Licensor hereby
acknowledges that, Shenyang (Ruixiang) Lucky Wind Power Equipments Co. Ltd. and
Liaoning Gaoke Energy Group Company Ltd. are Affiliates of the Licensee and may
this Agreement assigned to them in whole or in part in accordance with clause
(b) of this subsection.  (For greater certainty, any purported
assignment which results in withholding taxes on royalties shall not be
effective without the express written consent of the non-assigning
Party.)  Any other purported assignments shall void.  This
Agreement shall be binding upon any such permitted assignee and, subject to the
restrictions on assignments herein set forth, inure to the benefit of the
successors and assigns of each of the Parties hereto.

     

    
      	
              14.2

            	
              Joint
      Ventures of the Licensee

            


    

     

    
      	
            	
              14.2.1

            	
              In
      the event that the Licensee proposes to establish joint venture companies,
      wherein the Licensee (either directly or through
      Affiliates) holds less than, equal or more than 50%, interest or to
      set up similar partnerships with third parties with the Licensee holding
      less than, equal or more than 50% interest thereof, in each case, for the
      manufacturing, operating, servicing and selling the Licensed Products, the
      Licensee shall first obtain the written consent of Licensor, provided
      however that no such prior consent of the Licensor shall be required in
      the event that any joint venture company or partnership in which the
      Licensee (either
      directly or through Affiliates) holds at least significant more
      than 50% interest proposes to undertake manufacturing, operating,
      servicing and selling the Licensed Products.  Provided further,
      that the Licensee shall have the right to sub-license the manufacturing,
      operating, servicing and selling of the Licensed Products to its Affiliate
      so long as such Affiliate remains an Affiliate of such Party and provided
      that no such assignment shall relieve the assigning Party of its
      obligations hereunder nor the place the non-assigning Party in a worse
      financial position by virtue of such assignment.  (For greater certainty, any
      purported assignment which results in withholding taxes on royalties shall
      not be effective without the express written consent of the non-assigning
      Party.)

            


    


    
      
         


      

      
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              14.2.2

            	
              It
      is expressly agreed that neither Party shall unreasonably withhold any
      consent required to be given pursuant to Section 14.2 and that each Party
      shall grant all such consents in the event that the matter in relation to
      which the consent of the Party is required is mandated by law (upon giving sufficient
      proof).

            


    

     

    
      	
              14.3

            	
              Obligations
      of Licensee's Successors and
Assignees

            


    

     

    
      	
            	
              14.3.1

            	
              The
      Licensee's successors, assignees, designees, agents or subcontractors
      shall be subject to the terms and conditions of this Agreement and it
      shall be the responsibility of the Licensee to ensure that said
      successors, assignees, agents or subcontractors are fully informed of
      their obligations hereunder and set forth
below:

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      right of such successor, assignee, designee, agent or subcontractor to use
      the Licensed Know-How is terminated after the contract between Licensee
      and such contracting party ceases.  The Licensed Know-How shall
      remain the property of Licensor;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Such
      contracting party must agree to the duty of confidentiality imposed by
      this Agreement and all other applicable provisions of this
      Agreement.

            


    

     

    Article
15


     

    Dispute
Resolution

     

    
      	
              15.1

            	
              Amicable
      Settlement

            


    

     

    
      	
            	
              15.1.1

            	
              Other
      than for equitable remedies, such as injunction, prior to the initiation
      of any legal action or proceeding (but only in accordance with and as
      permitted by this Agreement) to resolve disputes between the Parties, in
      the event a dispute arises between Licensor and Licensee regarding,
      arising out of, relating to or in connection with this Agreement, its
      application, interpretation, breach, termination, validity or invalidity
      thereof, or other related matter (a "Dispute"), upon the
      written request of either the Licensor of the Licensee (a "Request"), Parties shall
      use their best efforts in good faith to settle the Dispute
      amicably.  If a Dispute is not resolves within sixty (60) days
      after written notice of a Dispute by one Party to the other Party then the
      provisions of Section 15.2 shall
apply.

            


    


    
      
         


      

      
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              15.2

            	
              Arbitration

            


    

     

    
      	
            	
              15.2.1

            	
              All
      Disputes arising under this Agreement, that remain unresolved pursuant to
      Section 15.1 shall be resolved exclusively and finally by arbitration
      which shall be conducted in accordance with the D.I.S. ("Deutsche Institution für
      Schiedsgerichtsbartkeit") Arbitration Rules (as amended on the date of
      service of process (legal complaint)) and relevant rules and
      regulations made there under.  The arbitral tribunal shall
      consist of three arbitrators, one appointed by each of the
      Parties.  The two arbitrators so appointed shall jointly appoint
      a third arbitrator.  In the event of the failure by any Party to
      appoint an arbitrator within thirty (30) days from the date of the receipt
      of the notice from the other Party and/or failure by the two arbitrators
      appointed by the Parties to appoint the third arbitrator within a period
      of thirty (30) days, such arbitrator(s) shall be appointed by the
      D.I.S.  When any dispute occurs and when any dispute is under
      arbitration, except for the matters in dispute, the Parties shall continue
      to exercise their other respective rights and fulfill their other
      respective obligations under this Agreement.  Either Party
      may.  Also, without waiving any interim or provisional relief
      that is necessary to protect the rights and property of that Party,
      pending the arbitrator's determination of merits of such
      controversy.

            


    

     

    
      	
            	
              15.2.2

            	
              The
      venue of arbitration shall be in Hamburg,
  Germany.

            


    

     

    
      	
            	
              15.2.3

            	
              The
      language to be used in the arbitration shall be the English language
      exclusively and any award shall be made in the English
      language.

            


    

     

    
      	
            	
              15.2.4

            	
              It
      is agreed that any decision or award of the arbitral tribunal shall be
      final and binding upon the Parties.

            


    

     

    
      	
            	
              15.2.5

            	
              Pending
      final resolution of any Dispute, the Parties shall continue to perform
      their respective obligations
hereunder.

            


    

     

    
      	
            	
              15.2.6

            	
              It
      is expressly stated herein that the provisions of this Article 15 shall
      survive termination or expiry of this
Agreement.

            


    

     

    Article
16


     

    Miscellaneous

     

    
      	
              16.1

            	
              Governing
      Law and Jurisdiction

            


    

     

    This
Agreement shall be governed by and construed in accordance with the laws of the
Federal Republic of Germany under explicit exclusion of the
CISG.  Subject to Article 15 hereinabove, the courts in Hamburg,
Germany, shall have exclusive jurisdiction on matters pertaining to or arising
from this Agreement.


    
      
         


      

      
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              16.2

            	
              Amendments

            


    

     

    No
amendments or waiver of any provision of this Agreement, nor consent to any
departure by any of the Parties there from, shall in any event be effective
unless the same shall be in writing and signed by the Parties hereto and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which it is given.

     

    
      	
              16.3

            	
              Agreement
      to Override Other Agreements;
Conflicts

            


    

     

    This
Agreement supersedes all previous agreements or arrangements between the
Parties, including any memoranda of understanding entered into in respect of the
contents hereof and represent the entire understanding between the Parties in
relation thereto.  This Agreement, including all Schedules and
Annexes, together constitute a complete and exclusive understanding of the terms
of the Agreement between the Parties on the subject hereof.

     

    
      	
              16.4

            	
              No
      Waiver; Remedies

            


    

     

    No
failure on the part of any Party to exercise, and no delay in exercising, any
right, power or privilege hereunder shall operate as a waiver thereof or a
consent thereto; nor shall any single or partial exercise of any such right,
power or privilege preclude any other of further exercise thereof or the
exercise of any other right, power or privilege.  The remedies herein
provided are cumulative and not exclusive of any remedies provided by applicable
law.

     

    
      	
              16.5

            	
              Severance
      of Terms

            


    

     

    Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
prohibition or unenforceability but that shall not invalidate the remaining
provisions of this Agreement or affect such provision in any other jurisdiction
and no such invalidity, unenforceability or illegality shall prejudice or affect
the remaining provision of this Agreement which shall continue in full force and
effect and in such event, the Parties shall endeavour in good faith to forthwith
agree upon a legally enforceable substitute provision as will most closely
correspond to the legal and economic contents of the unenforceable
provision.

     

    
      	
              16.6

            	
              Language

            


    

     

    All
notices, certificates, correspondence or other communications under or in
connection with this Agreement, shall be in English.  If this
Agreement is written in Chinese and English, the English version shall
prevail.  As far as German terms are used in this Agreement their
meaning shall precede the respective English wording.


    
      
         


      

      
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              16.7

            	
              Counterparts

            


    

     

    This
Agreement is made in two (2) original copies, each having the same contents and
the Parties have read and thoroughly understand the contents hereof and have
hereby affixed their respective signatures and seals before
witnesses.  All counterparts shall constitute but one and the same
Agreement.

     

    
      	
              16.8

            	
              Survival

            


    

     

    Articles
7, 12, 13, 15 and any other provision of this Agreement where the context
requires, shall continue to bind the Parties notwithstanding the termination or
expiry of this Agreement.

     

    
      	
              16.9

            	
              Costs
      and Expenses

            


    

     

    Each
Party shall bear its own costs (and expenses, including without limitation any
fees payable to its advisors) in connection with the negotiation, preparation
and execution of this Agreement.

     

    
      	
              16.10

            	
              No
      Agency

            


    

     

    The
Parties agree that nothing in this Agreement shall be in any manner interpreted
to constitute an agency or partnership for and on behalf of any other Party and
the relationship between the Parties is as a principal to principal and on an
arm's length basis.  Except as otherwise expressly agreed to, nothing
contained herein shall confer, on any Party, the authority to incur any
obligation or liability on behalf of the other Party or bind the
other.

     

    
      	
              16.11

            	
              Progress
      reviews

            


    

     

    The
Parties agree that time is partly of essence in this Agreement and accordingly
the Parties shall institute a mechanism for periodical review of
progress.  The frequency of such progress review shall be determined
at the concept development stage as identified in S.No. 3 of Annex 5.  Such progress review
may be undertaken in person, through audio/video conferencing or in any other
manner deemed appropriate by the Parties.  For Licensed Products
erected in the Territory, Licensee shall maintain records showing the quantity
of erected Licensed Products.  Licensee and Licensor shall agree on an
appropriate reporting period but where they cannot agree, Licensee shall report
within thirty (30) days of each calendar quarter end in writing to Licensor on
how many Licensed Products have been erected.


    
      
         


      

      
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              16.12

            	
              Notices

            


    

     

    All
notices, requests, demands or other communication required or permitted to be
given under this Agreement and the provisions contained herein shall be written
in English and shall be deemed to be duly sent by registered post, postage
prepaid or transmitted by facsimile transmission or courier to the other Parties
at the address indicated below:

     

    
      	
               
      

            	
              (i)

            	
              In
      the case of the Licensee, to:

            


    

     

    A-Power
Energy Generation Systems Ltd.

     

    2001B,
0F, Tower 3, China Central Place, Jiangou Road, Chaoyang District, Beijing, P.R.
China 100025

     

    Attention:
Mr. John Lin (Director)

     

    E mail:
john@apowerenergy.com

     

    Facsimile:
+86-10-65989853

     

    
      	
               
      

            	
              (ii)

            	
              In
      the case of the Licensor, to:

            


    

     

    W2E
Technologies GmbH

     

    Strandstr.
96,

     

    18055
Rostock, GERMANY

     

    Attention:
Mr. Christoph Klewitz (General
Manager)

     

    E mail:
cklewitz@wind-to-energy.de

     

    Facsimile:
+49 - 381 128 57 110

     

    or at
such other address as the Party to whom such notices, requests, demands or other
communication is to be given shall have last notified the Party giving the same
in the manner provided in this Section, but no such change of address shall be
deemed to have been given until it is actually received by the Party sought to
be charged with the knowledge of its contents.  Any notice, request,
demand or other communication delivered to the Party to whom it is addressed as
provided in this Section 16.12 shall be deemed (unless there is evidence that it
has been received earlier) to have been given and received, if:

     

    
      	
               
      

            	
              (i)

            	
              sent
      by mail, except air mail, ten (10) Business Days after posting
      it;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              sent
      by air mail, six (6) Business Days after posting it;
  and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              sent
      by facsimile or e-mail, when confirmation of its transmission has been
      recorded by the sender's facsimile machine or e-mail
    account.

            


    


    
      
         


      

      
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              (iv)

            	
              sent
      by registered post acknowledgement due or speed post acknowledgement
      due.

            


    

     

    
      	
              16.13

            	
              Third
      Party Benefit

            


    

     

    Nothing
herein expressed or implied is intended, nor shall it be construed to confer
upon or give to any third party any right, remedy or claim under or by reason of
this Agreement or any part hereof.


    
      
         


      

      
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              Product
      Design and License Agreement

            
	
              Privileged and
  Confidential

            


    

     

    IN WITNESS WHEREOF, the
Parties have executed this Agreement under the seal as of the Effective
Date.

     

    
      
        
          
            
              	
                      W2E
      Technologies GmbH

                       

                      Per:
      Christoph Klewitz (in power of

                      attorney)

                    	 
      	
                      A-Power
      Energy Generation Systems Ltd.

                       

                      Per:
      John Lin

                    
	 
      	 
      
	
                      /s/ Torsten Schütt

                    	
                      /s/ John Lin

                    
	
                      Dr.
      Torsten Schütt, General Manager

                      (W2E
      Technologies GmbH)

                    	
                      John
      Lin, Director

                      (A-Power
      Energy Generation Systems Ltd.)

                    
	 
      	 
      
	 
      	 
      
	
                      I
      have authority to bind the corporation)

                       

                    	
                      I
      have authority to bind the corporation

                    
	
                      Date:  30/12/2009

                    	
                      Date: Dec. 30th,
2009

                    


            

          

        

      

    


    
      
         


      

      
        Page 46
of 64

        
          

        

      

      
         


      

    

    


    
      	
              Product
      Design and License Agreement

            
	
              Privileged and
  Confidential

            


    

     

    Annex
01

     

    Documents
of the Companies

     

    1 If in following a Annex is still
missing the relevant document will be created/drafted
a.s.a.p.


    
      
         


      

      
        Page 47
of 64

        
          

        

      

      
         


      

    

    


    
      	
              Product
      Design and License Agreement

            
	
              Privileged and
  Confidential

            


    

     

    Annex
1

     

    T8x
Description and Performance Details

     

    (Please
see attached
pdf-document)


    
      
         


      

      
        Page 48
of 64

        
          

        

      

      
         


      

    

     

    

     

    General
Description

     

    W2E
Technologies

     

    T93
FCS

     

    2.05
MW

     

    W2E
Technologies GmbH


    
      
         


      

      
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              General
      Description T93 FCS

              Revision:
      03   Date: 30.08.2009

            	
              

            


    

     

    Impress

     

    
      	
              Project:

            	
              T8x

            
	
              Document:

            	
              Technical
      Description

            
	
              Title:

            	
              General
      Description T93 FCS

            
	
              Document
      No.:

            	
              T0402-G01-TEDE-304-W2T-001-03-E

            
	
              Language:

            	
              English

            
	
              Status:

            	
              Draft

            
	
              Revision:

            	
              03

            
	
              Classification:

            	
              Public

            
	
              Issue:

            	
              Copy
      (unregistered)

            
	
              Date:

            	
              30.08.2009

            


    

     

    W2E
Technologies GmbH

    Strandstraβe
96

    18055
Rostock

    Germany

    
      	
              Phone:

            	
              +49
      381 128571-11

            
	
              Fax:

            	
              +49
      381 128571-10

            
	
              E-Mail:

            	
              info@wind-to-energy.de

            
	
              Internet:

            	
              www.wind-to-energy.de

            


    


    
      
         


      

      
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              General
      Description T93 FCS

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      03   Date: 30.08.2009

            	
              

            


    

     

    Table
of contents

     

    
      
        
          
            	
                    1

                  	
                    Introduction

                  	 
      	
                    3

                  
	
                    2

                  	
                    Basic
      data

                  	 
      	
                    4

                  
	
                    3

                  	
                    Rotor

                  	 
      	
                    4

                  
	
                    4

                  	
                    Drive
      train

                  	 
      	
                    5

                  
	
                    5

                  	
                    Generator

                  	 
      	
                    6

                  
	
                    6

                  	
                    Converter

                  	 
      	
                    6

                  
	
                    7

                  	
                    Transformer

                  	 
      	
                    7

                  
	
                    8

                  	
                    Medium
      voltage switchgear

                  	 
      	
                    7

                  
	
                    9

                  	
                    Cooling
      and filtration

                  	 
      	
                    8

                  
	
                    10

                  	
                    Braking
      system

                  	 
      	
                    9

                  
	
                    11

                  	
                    Hydraulics

                  	 
      	
                    9

                  
	
                    12

                  	
                    Nacelle

                  	 
      	
                    9

                  
	
                    13

                  	
                    Yaw
      system

                  	 
      	
                    10

                  
	
                    14

                  	
                    Tower
      and foundation

                  	 
      	
                    11

                  
	
                    15

                  	
                    Safety
      system

                  	 
      	
                    11

                  
	
                    16

                  	
                    Controller

                  	 
      	
                    12

                  
	
                    17

                  	
                    Grid
      connection

                  	 
      	
                    12

                  
	
                    18

                  	
                    Operating
      control and supervisory system

                  	 
      	
                    12

                  
	
                    19

                  	
                    Lightning
      protection

                  	 
      	
                    14

                  
	
                    20

                  	
                    Power
      curve

                  	 
      	
                    15

                  
	
                    21

                  	
                    Calculated
      annual energy production

                  	 
      	
                    17

                  
	
                    22

                  	
                    EEG
      reference production

                  	 
      	
                    17

                  
	
                    23

                  	
                    Technical
      Changes

                  	 
      	
                    18

                  


          

        

      

    


    
      
         


      

      
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              General
      Description T93 FCS

              Revision:
      03   Date: 30.08.2009

            	
              

            


    

     

    1           Introduction

     

    The T93
FCS constitutes a 3-bladed, horizontal axis, upwind and variable-speed wind
turbine type with approximately 93.2 m rotor diameter and a nominal power output
of 2,050 kW.  It is designed to meet the requirements of IEC 61400-1, wind class IEC
2a.

     

    The
energy transformation system is equipped with a permanent magnet generator (PMG)
and a full-converter system (FCS) for both 50 Hz and 60 Hz
applications.

     

    The
behaviour of the wind turbine at the grid is identified according to the Technical Guidelines for Generator
Units of the FGW, Part
3: Determining the Electrical Properties of Generator Units at Medium, High and
Extra High Voltage and according to IEC 61400-21.  The
guideline of the BDEW for connection and operation of customer generation plants
on the medium-voltage network Eigenerzeugungsanlagen am
Mittelspannungsnetz and other German and international grid codes are
fulfilled excellently.  The technical solution of the PMG and the
full-converter system is future-proofed.

     

    The T93
FCS also constitutes a machine according to EC Machinery Directive
2006/42/EG.  Therefore, the EC Machinery Directive
2006/42/EG, the Low
Voltage Directive 2006/95/EG, the EMC Directive 2004/108/EG as
well as the Guideline of
German Lloyd, Edition 2003, including addition 2004 were applied for the
development and the design process as well as for the documentation of the T93
FCS.  The chapters below provide an overview of the T93 FCS
subsystems.


    
      
         


      

      
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              General
      Description T93 FCS

              Revision:
      03   Date: 30.08.2009

            	
              

            


    

     

    2           Basic
data

     

    
      
        
          	
                  Basic
      Data

                
	
                  Rotor

                	
                  Triple-blade
      rotor as the upwind assembly

                
	
                  Rotor
      axis

                	
                  Tilted
      horizontally by 5°

                
	
                  Speed
      control

                	
                  Electrical
      pitch system with triple-redundancy

                
	
                  Nominal
      power

                	
                  2,050
      kW

                
	
                  Cut-in
      wind speed

                	
                  3.0
      m/s

                
	
                  Nominal
      wind speed

                	
                  12.0
      m/s

                
	
                  Cut-out
      wind speed

                	
                  25
      m/s

                
	
                  Design
      life time

                	
                  20
      years

                
	
                  Nacelle
      and rotor certified acc. to

                	
                  IEC 61400-1, class
      2a

                
	
                  Operation
      at ambient temperature of

                	
                  -20
      to +40 °C

                
	
                  Colouring
      of blades, nacelle and tower

                	
                  RAL
      7035

                


        

      

    

     

    3           Rotor

     

    The rotor
assembly consists of the three rotor blades, the rotor hub, three geared
bearings and three-phase drives for adjusting the pitch of the rotor
blades.  The rotor blades are made of high-grade fiberglass-reinforced
plastic (FRP).  The pitch system, which is accommodated in the hub, is
designed with triple-redundancy.  The rotor blades are equipped with a
lightning protection system.

     

    
      
        
          	
                  Rotor

                
	
                  Rotor
      diameter

                	
                  93.2
      m

                
	
                  Swept
      area

                	
                  6,822
      m2

                
	
                  Rated
      power / Rotor area

                	
                  293
      W/m2

                
	
                  Rotor
      speed

                	
                  6.5
      to 18.0 rpm

                
	
                  Tilt
      angle

                	
                  5°

                
	
                  Coning
      angle

                	
                  5°

                
	
                  Total
      weight

                	
                  approx.
      45 t

                


        

      

    

     

    
      
        
          	
                  Rotor
      hub

                
	
                  Material

                	
                  Modular
      graphite cast EN-GJS-400-18-LT

                
	 
      	
                  (GGG
      40.3)

                
	
                  Weight

                	
                  Approx.
      11.5 t (machined)

                


        

      

    

     

    
      
        
          	
                  Rotor
      blades

                
	
                  Material

                	
                  Fiberglass-reinforced
      plastic (FRP)

                
	
                  Overall
      length

                	
                  45.3
      m

                
	
                  Weight
      per blade

                	
                  approx.
      8.2 t

                


        

      

    


    
      
         


      

      
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              General
      Description T93 FCS

              Revision:
      03   Date: 30.08.2009

            	
              

            


    

     

    
      
        
          	
                  Pitch
      system

                
	
                  Motor

                	
                  Three-phase
      induction motors, 4-pole

                
	
                  Max.
      pitch speed

                	
                  12°/s

                
	
                  Rotor
      speed control

                	
                  IGBT-inverter

                
	
                  Backup

                	
                  Lithium-Ion
      Battery

                
	 
      	
                  Option:
      Capacitors

                


        

      

    

     

    4           Drive
train

     

    The drive
train includes a rigid moment bearing for absorbing the forces and bending
moments acting on the rotor.  The moment bearing is directly attached
to the front of the machine frame.  Hence, the rotor bending moments
and forces are transferred directly into the tower structure without
compromising the drive train.  Thus, only the rotor torque is
transmitted to the gearbox via a hollow shaft.  The main shaft is
connected to the gearbox by means of an annular set of elastomeric elements
(silent blocks).  The gearbox is connected to the machine frame via an
annular torque support that arranges silent blocks around the entire
circumference of the gearbox.  The complete structural-borne noise
decoupling of the drive train contributes considerably to the minimization of
noise emission.  The connection between the gearbox and the generator
is established via a coupling with overload protection.

     

    The
gearbox is designed as a two-step planetary gear with one helical gear
step.  For both 50 Hz applications and 60 Hz applications the same
gearbox ratio is used.

     

    The
gearbox is cooled by an oil-water cycle and a water-air cycle with stepped
cooling capacity.  The gearbox bearings and gear meshing are
continuously supplied with splash oil by a mechanical oil pump via reduction
gear.  The pump operates independently of the sense of rotation of the
rotor.  An additional electrically powered oil pump is turned on for
peak loads.

     

    
      
        
          	
                  Rotor
      bearing

                
	
                  Type

                	
                  Double-row
      tapered roller bearing

                
	
                  Dimensions

                	
                  2,330
      mm x 285 min

                
	
                  Lubrication
      system

                	
                  Grease
      lubrication

                
	
                  Weight

                	
                  approx.
      2.1 t

                


        

      

    

     

    
      
        
          	
                  Shaft
      coupling

                
	
                  Material

                	
                  Modular
      graphite cast EN-GJS-400-18-LT

                
	
                  Weight

                	
                  approx.
      2.4 t

                


        

      

    


    
      
         


      

      
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              General
      Description T93 FCS

              Revision:
      03   Date: 30.08.2009

            	
              

            


    

     

    
      
        
          	
                  Gearbox

                
	
                  Type

                	
                  Two-stage
      planetary gear, one spur gear stage

                
	
                  Nominal
      power

                	
                  approx.
      2.27 MW

                
	
                  Speed
      ratio for 50 Hz and 60 Hz

                	
                  1 :
      76.7

                
	
                  Lubrication
      system

                	
                  Mechanical
      and switchable electrical oil pump

                
	
                  Oil
      volume

                	
                  approx.
      430 1

                
	
                  Oil
      type

                	
                  VG
      320

                
	
                  Oil
      change

                	
                  Annual
      check, change according to demand

                
	
                  Weight
      incl. oil and attachments

                	
                  approx.
      21.5 t

                


        

      

    

     

    
      
        
          	
                  Generator
      coupling

                
	
                  Type

                	
                  Steel
      disk coupling with overload protection

                
	
                  Weight

                	
                  approx.
      ca. 525 kg

                


        

      

    

     

    5           Generator

     

    A
low-voltage, air-cooled, three-phase permanent magnet generator is
employed.  Mounted on the generator there is an air-water heat
exchanger, which dissipates the waste heat into a cooling-water
cycle.  No slip-ring system is needed.  Flanged to the
non-drive end of the generator is an incremental encoder for measuring the
rotation speed.  The generator is supported by anti-vibration
cushioning.

     

    
      
        
          	
                  Generator

                
	
                  Type

                	
                  Permanent
      magnet generator

                
	
                  Protection
      class

                	
                  IP
      55

                
	
                  Nominal
      output

                	
                  2.140
      MW

                
	
                  Nominal
      voltage

                	
                  690
      V 3~

                
	
                  Frequency

                	
                  33
      to 92 Hz

                
	
                  Speed
      range

                	
                  500
      to 1,380 rpm

                
	
                  Poles

                	
                  8

                
	
                  Weight

                	
                  approx.
      10 t

                
	
                  IEC
      Size

                	
                  630

                
	
                  Speed
      sensing

                	
                  Incremental
      Encoder with 2048 pulses/rotation

                
	
                  Cooling

                	
                  Mounted
      air-water heat
exchanger

                


        

      

    

     

    6           Converter

     

    The
converter is designed for low voltage and is placed on the bottom inside of the
tower (tubular tower) or inside the compact sub-station (lattice
tower).  The full-converter system is arranged between the line and
the stator of the permanent synchronous generator.  Both the line-side
inverter and the generator-side inverter are equipped with IGBTs as
power-electronic actuators.  This technology results in a highly
dynamic drive system with superior line characteristics.  Converters
for 50 Hz applications as well as for 60 Hz applications arc
identical.


    
      
         


      

      
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              General
      Description T93 FCS

              Revision:
      03   Date: 30.08.2009

            	
              

            


    

     

    
      
        
          	
                  Converter

                
	
                  Number
      of cabinets

                	
                  2

                
	
                  Dimensions
      for each cabinet (L x H x W)

                	
                  3.000
      mm x 2,200 mm x 600 mm

                
	
                  Type

                	
                  4-quadrant
      IGBT converter

                
	
                  Total
      rated capacity of each cabinet

                	
                  1,100
      kW

                
	
                  Protection
      class

                	
                  IP
      54

                
	
                  Nominal
      voltage (line side)

                	
                  690
      V 3~ ±10%

                
	
                  Frequency
      (line side)

                	
                  50
      Hz ±2.5 Hz or 60 Hz ±2.5 Hz

                
	
                  Power
      factor (line side)

                	
                  0.9
      inductive to 0.9 capacitive

                
	
                  Weight

                	
                  approx.
      1.8 t

                
	
                  Cooling

                	
                  Water

                
	
                  Interfaces

                	
                  CAN,
      Ethernet

                


        

      

    

     

    7           Transformer

     

    The
transformer for converting the produced electric power of 690 V into medium
voltage is placed inside of the separate compact sub-station.  The
transformer is designed as a dual-winding transformer with the vector group Dyn5
or Dyn11 according to the guideline DIN 42523.

     

    
      
        
          	
                  Transformer

                
	
                  Type

                	
                  mineral
      oil or MIDEL® 7131

                
	
                  Nominal
      output

                	
                  approx.
      2.2 MVA

                
	
                  Nominal
      voltage low voltage side

                	
                  690
      V 3~

                
	
                  Nominal
      voltage high voltage side

                	
                  20
      kV 3~ or other

                
	
                  Vector
      group

                	
                  Dyn5
      or Dyn11

                
	
                  Nominal
      short-circuit voltage

                	
                  approx.
      6%

                
	
                  Frequency

                	
                  50
      Hz/60 Hz

                
	
                  Weight

                	
                  approx.
      4.4 t

                
	
                  Fire
      class according to IEC
      61100

                	
                  K3

                
	
                  Cooling

                	 
      
	
                  Standard/Hot
      Climate Version

                	
                  ONAN/ONAF

                


        

      

    

     

    8           Medium
voltage switchgear

     

    The
medium voltage switchgear is situated inside a compact sub-station
too.  The switchgear in its gas-insulated metal capsule is equipped
with a vacuum circuit-breaker according to IEC 298 or according to ANSI/IEEE C37 series, a
mechanically locked busbar switch-disconnector, outgoing section busbar-earthing
switch-disconnector, and protective relay for installation in closed electrical
rooms.


    
      
         


      

      
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              General
      Description T93 FCS

              Revision:
      03   Date: 30.08.2009

            	
              

            


    

     

    
      
        
          	
                  Medium
      voltage unit

                
	
                  Insulation
      and switch medium

                	
                  SF6

                
	
                  Nominal
      voltage

                	
                  24
      kV or other

                
	
                  Nominal
      current circuit-breaker panel

                	
                  630
      A

                
	
                  Nominal
      current transformer panel

                	
                  250
      A

                
	
                  Nominal
      surge current

                	
                  40
      kA

                
	
                  Nominal
      short-time current

                	
                  1
      s/16 kA

                
	
                  Weight

                	
                  approx.
      400 kg

                
	
                  Dimensions
      incl. feed in (L x H x W)

                	
                  700
      mm x 1,400 min x 775 mm

                
	
                  Protection
      relay

                	
                  Overcurrent
      protection with DEFT
characteristics

                


        

      

    

     

    9           Cooling
and filtration

     

    Gearbox,
generator and converter of the T93 FCS each have mutually independent active
cooling systems.  The water cooling cycles of the generator, of the
converter and of the gearbox are equal in design but three separate units that
operate independent of each other.  All systems are designed such that
optimal operating temperatures will prevail even when the outside temperatures
arc high.  Glycol is added to the cooling water to prevent
freezing.

     

    Gearbox cooling and
filtration: Heat is dissipated from the gearbox to the oil-water plat
heat exchanger via a mechanically and an electrically powered pumping
system.  The heated oil is cooled by a water-air heat exchangers over
the outer ambient air.  Through a system of pipes in and around the
gearbox, the cooled oil reaches components, which are subjected to a higher
degree of thermal stress.  With permanent filtration, the filter unit
with 50 μm/10 μm ensures that the appropriate degree of oil purity is reached.
namely 17/15/12 according to ISO 4406 or better.  The filter is
designed for a service life of 12 months.

     

    Cooling the
generator:  The heat is dissipated indirectly from the
generator to the water cycle via an air-water heat exchanger, which is placed
above the generator and rigidly connected to it.  The water that heats
up is cooled by ambient air, which flows through a water-air
cooler.

     

    Cooling the converter: The
converter of the T93 FCS has a water-cooling system for the power
electronics.  The water that is heated up in the converter is cooled
by ambient air of the tower inside, which flows through a water-air
cooler.  Cold cooling water is warmed before switching on the
converter.

     

    The
generator and gearbox bearings, the transmission oil, the generator windings,
the power inverter module, and the cooling media are all automatically
temperature-regulated.  The cooling cycles are controlled according to
operating mode and operating data, which means that the optimal temperature
range is maintained as evenly as possible.

     

    In case
of rated wind speed and very high environmental temperatures an output power
reduction is automatically executed.  The intention is to stay on
line.


    
      
         


      

      
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              General
      Description T93 FCS

              Revision:
      03   Date: 30.08.2009

            	
              

            


    

     

    10        Braking
system

     

    Aerodynamic
breaking is accomplished by means of three independently adjustable rotor
blades, which can be moved in a range between 0° and 90°.

     

    In
addition to this single-blade adjustment, the T93 FCS is equipped with a
hydraulic disc brake.  This mechanical brake is supplementary to the
rotor-blade braking action, bringing the rotor to a standstill.  The
brake acts as an active brake.  Its sole purpose is operator safety to
stop the rotor to a standstill when the T93 FCS is in service
mode.  Furthermore the brake supports the aerodynamic breaking when
the safety system is activated.  The mechanical brake applies a torque
equivalent to 0.7 times the nominal torque.

     

    After
standstill, the rotor can be locked by means of a mechanical locking arrangement
on the drive side and alternative on the last running side of the
gearbox.

     

    
      
        
          	
                  Aerodynamic
      brake

                
	
                  Type

                	
                  Triple
      independent single-blade adjustment

                
	
                  Design

                	
                  electric

                


        

      

    

     

    
      
        
          	
                  Mechanical
      brake

                
	
                  Type

                	
                  Disc
      brake

                
	
                  Arrangement

                	
                  on
      the high-speed shaft

                
	
                  Disc
      diameter

                	
                  940
      mm

                
	
                  Number
      of braking calipers

                	
                  1

                
	
                  Brake
      lining material

                	
                  Sintered
      metal

                


        

      

    

     

    11        Hydraulics

     

    The
decentralized designed hydraulic system consists of two units.  It is
used for the mechanical disc brake of the drive train and for the azimuth
brake.

     

    
      
        
          	
                  Hydraulic
      system

                
	
                  Hydraulic
      oil

                	
                  DTE
      24 (VG32)

                
	
                  Oil
      tank

                	
                  approx.
      3 1

                
	
                  Nominal
      output of the hydraulic pumps

                	
                  0.75
      kW

                
	
                  Monitoring

                	
                  Temperature,
      oil pressure, pump running
time

                


        

      

    

     

    12        Nacelle

     

    The
nacelle consists of a machine frame and the nacelle housing.  The
machine frame also functions as the lower portion of the nacelle
housing.  Additionally, it is used as a containment area for coolants
and lubricants in case of leakages.  The nacelle housing and the dome,
which includes the water-air heat exchangers, are made of a steel
construction.  Due to the shape of the nacelle housing and the
arrangement of the cooler, the ambient air flow is utilized for
cooling.


    
      
         


      

      
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              General
      Description T93 FCS

              Revision:
      03   Date: 30.08.2009

            	
              

            


    

     

    
      
        
          	
                  Nacelle

                
	
                  Type
      of machine frame

                	
                  Cast
      iron

                
	
                  Material

                	
                  GJS-400-22U-LT

                
	
                  Type
      of cover

                	
                  Steel
      construction

                


        

      

    

     

    13        Yaw
system

     

    The wind
direction is continuously measured at hub height with two wind direction
sensors.  If the admissible deviation is exceeded, the nacelle is
actively yawed.  The tolerance range of the so-called yaw error, which
represents the deviation between wind direction and nacelle position, depends on
wind speed.  Yawing is accomplished by four gearbox motors, which
adjust an internally geared stewing ring.  At nacelle standstill, the
hydraulic retaining brakes at the slewing ring and the electromagnetically
activated brakes of the gearbox motors are locked in place.

     

    The yaw
system re-winds the nacelle automatically when the transposition of the cables
in the tower has reached a threshold value.

     

    Two wind
direction sensors and two anemometers increase the safety and availability of
the system.

     

    
      
        
          	
                  Azimuth
      bearings

                
	
                  Type

                	
                  Rotary
      joint

                
	
                  Material

                	
                  42
      Cr Mo4

                
	
                  Weight

                	
                  approx.
      2.3 t

                


        

      

    

     

    
      
        
          	
                  Azimuth
      drive

                
	
                  Motor

                	
                  Three-phase
      asynchronous motors with short-circuit rotor

                
	
                  Gearbox

                	
                  4-step
      planetary gear

                
	
                  Number
      of drives

                	
                  4

                
	
                  Lubrication

                	
                  Oil,
      ISO VG 620

                
	
                  Yaw
      speed

                	
                  approx.
      0.5 °/s

                


        

      

    

     

    
      
        
          	
                  Azimuth
      brake

                
	
                  Type

                	
                  hydraulic
      disc brake

                
	
                  Material
      of brake linings

                	
                  organic

                
	
                  Number
      of brake calipers

                	
                  4

                


        

      

    


    
      
         


      

      
        Page 10
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              General
      Description T93 FCS

              Revision:
      03   Date: 30.08.2009

            	
              

            


    

     

    14        Tower
and foundation

     

    The T93
FCS is erected on tubular towers for hub heights of 85 m or 100 m or on a
lattice tower.  The climbing ladder with safety equipment and the
resting and working platforms are inside the tower.  An elevator
system can be installed in the tubular tower as an option.

     

    Corrosion
protection of tubular towers is achieved by means of sandblasting and an epoxy
resin surface coating according to ISO 12944.

     

    The
design of the foundation for the T93 FCS depends on soil conditions at the
proposed site.

     

    
      
        
          	 
      	
                  Tubular
      tower

                
	
                  Material

                	
                  S235
      JRG2, S355 J2G3

                
	
                  Corrosion
      protection

                	
                  Epoxy
      resin coating

                
	
                  Tower
      foot mounting

                	
                  Flange
      and bolts embedded in concrete of the
foundation

                


        

      

    

     

    
      
        
          
            
              	
                      Hub
      height

                    	
                      Tubular
      tower

                    
	 
      	
                      85
      m

                    	 	
                      100
      m

                    
	
                      Class

                    	
                      IEC
      2a,

                      DIBt
      III

                    	 	
                      IEC
      2a,

                      DIBt
      III

                    
	
                      Number
      of tower segments

                    	
                      5

                    	 	
                      6

                    
	
                      Weight
      without built-in components (approx.)

                    	
                      165
      t

                    	 	
                      240
      t

                    


            

          

        

      

    

     

    15        Safety
system

     

    The
safety system of the T93 FCS is designed with particular care and meets the
strict requirements of the guidelines issued by the certification agency German
Lloyd.  Purpose of the safety system is to ensure that the T93 FCS
remains in safe operational condition under any circumstances, particularly if
the supervisory control, individual components or systems should
fail.  The safety system is designed for category 3 according to the
European Machine
Guideline.

     

    The
safety system comprises a safety control device, the overcurrent protection of
the circuit breaker, several emergency stop buttons, limit switches for the
rotor and the generator speed, a watchdog of the operating control system, limit
switches of cable twist, oil pressure and hermetic protection of the medium
voltage transformer, a limit switch for the nacelle acceleration (the so-called
vibration switch).  Furthermore, at each axle of the pitch system a
switch is actuated if the pitch inverter fails, or in case of inadmissible
deviation between the mutually independent blade angle transducers, or in case
of communication lost to the operating control system, or in case of low charge
state of the backup.

     

    Depending
on the state of releasing devices the emergency relays are switched off or the
circuit breaker is switched off or the azimuth is disabled by the safety
system.  The pitch system is activated.  The mechanical
brake is activated only in case of emergency stop or in case of
overspeed.


    
      
         


      

      
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              General
      Description T93 FCS

              Revision:
      03   Date: 30.08.2009

            	
              

            


    

     

    16        Controller

     

    The T93
FCS is variable speed controlled by means of converter operation.  An
active torque controller in combination with a pitch controller to perform pitch
angle regulation operates dependently – in order to achieve maximum power output
and minimize loads at the same time.  That is, the torque controller
calculates the set torque dependent of the present pitch angle and the present
generator speed.  The rotor blades are adjusted with an electrical
pitch system.

     

    Thanks to
speed control, the utilization of the air inflow is automatically optimized in
the below-rated mode, which is at low and moderate wind speeds, regardless of
differences in air density.  At and above nominal wind speed, the
rotor is set to an optimized rotational speed while the torque of the drive
train is held constant.

     

    A
sophisticated control system applying active drive train damping for attenuating
drive train vibrations is superimposed over the control process, ensuring smooth
operation and a minimum of fatigue loading.

     

    17        Grid
connection

     

    The T93
FCS allows the operation on a stiff three-phase grid.  The electrical
behaviour of the T93 FCS is measured according to the Technical Guidelines for Generator
Units of the FGW, Part
3: Determining the Electrical Properties of Generator Units at Medium, High and
Extra High Voltage) as well as according to IEC 61400-21.

     

    18        Operating
control and supervisory system

     

    The T93
FCS is controlled and supervised by means of a Programmable Logic Controller
(PLC) which queries the sensors and systems of the plant, evaluates the data
according to proven algorithms and produces the outputs to the actuators and
systems in accordance with the established parameters.

     

    Process
control is defined by states and transitional conditions (Petri
net).  A set of several hundred parameters facilitates the exact
fine-tuning and optimization of the system's control.  The
administration of status and alarm systems is
databank-based.  Thoroughly tested control structures ensure optimal
operation of the plant with regard to power output and load minimization at the
below-rated and above-rated modes.

     

    The
hardware platform for operating and supervisory control is the M1 by Bachman
electronic GmbH.  It does not require PC technology and Windows-based
systems, works without revolving parts, has been developed for rugged
environmental conditions and is well-suited to the harsh operating conditions
and rigid requirements in terms of availability of the plant and its
data.  The M1 is a platform of modular design.  Apart from
the actual controller, modules are available for all typical analogue and
digital input and output formats including several bus
protocols.  Additional modules can be added for measuring purposes,
and their values are recorded without a change in program.


    
      
         


      

      
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              General
      Description T93 FCS

              Revision:
      03   Date: 30.08.2009

            	
              

            


    

     

    Communication
between separate control modules takes place via the so called
Fastbus.  Communication between nacelle equipment and hub equipment
takes place via slip rings using CAN.

     

    The plant
is operated via control panels in the nacelle and at the tower
foot.  With PC or laptop, the plant can be comprehensibly
remote-operated and observed via telecommunication as well as on the wind farm
itself and within the plant by coupling it to the Ethernet.  Trends
and energy production data can thus be read and analyzed.

     

    Networking
between the individual plants of a wind farm also takes place via the
Ethernet.  However, the wind farm network is designed separately,
making it independent of the communication lines within an individual
plant.  Devices with their own control, such as the converter or the
inverters of the pitch system, are also networked through the Ethernet of the
wind farm and therefore have remote access.  As a rule, communication
between the wind farm network and customer or service computers is established
via ISDN connections.  Two EURO-ISDN connections according to the
Digital Subscriber System No. 1 (DSS1) and a flatrate are required.  A
higher bandwidth for upload and download as well as a DSL flatrate are
recommended.

     

    Thanks to
Ethernet technology, it is very simple to install other standardized
technologies or devices in the T93 FCS.  This includes temporarily
used measuring devices or computers, but also web cameras or
microphones.

     

    The M1
has SMTP and HTML protocols, which means that an E-mail-based alarm system and
web-based visualization are possible.

     

    The M1
has a remanent memory of 128 MB, which is supported via a capacitor in case of
power outage.  In case of a long-lasting power outage, the contents of
the memory are deposited in a nonvolatile memory.  The memory can
store a large volume of status, alarm and trends data.

     

    To
synchronize the lights of the aircraft warning light system, modules for
receiving the global positioning system (GPS) signal are used.

     

    
      
        
          	
                  Control

                
	
                  Type

                	
                  M1

                
	
                  Ambient
      temperature

                	
                  -20°
      C to 60° C

                
	
                  Communication
      between field bus modules

                	
                  Fastbus
      (near), Fastbus (remote)

                
	
                  Interfaces

                	
                  RS
      232, RS 422/485, Ethernet, USB

                
	
                  Protocols

                	
                  FTP,
      SMTP, HTTP

                
	
                  Bus
      coupling

                	
                  CAN

                


        

      

    


    
      
         


      

      
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              General
      Description T93 FCS

              Revision:
      03   Date: 30.08.2009

            	
              

            


    

     

    19        Lightning
protection

     

    In the
development of the plant, the greatest attention is paid to lightning
protection.  Most reliable protection is achieved for all
components.  The overall plant's lightning and surge protection meets
the requirements of the Class
I Lightning Protection Concept and is based on the following standards:
IEC 62305, part 1 - 4 and DIN
EN 62305, part 1 - 4 and VDE 0185-305, part 1 - 4 and DIN VDE
0100 Part 534.

     

    The
lightning protection system of the wind turbine generator consists of an
individual adapted combination of several protection measures, which have been
chosen from the following areas:

     

    
      	
              -

            	
              exterior
      lightning protection according to DIN EN 62305-3 and
      VDE 0185-305-3 to
      catch, lead and distribute the lightning current to the
    earth,

            


    

     

    
      	
              -

            	
              potential
      equalisation measures to minimise potential
  differences,

            


    

     

    
      	
              -

            	
              spatial
      shielding to minimise the magnetic field in switch gears and therefore to
      minimize induced voltages and
currents,

            


    

     

    
      	
              -

            	
              cable
      routing and cable shielding to minimise induced voltages and
      currents.

            


    

     

    The rotor
blades have factory-installed lightning arrestors.  As a standard
feature, anemometer and vane are equipped with a grounded lightning arrestor
cage.  The nacelle housing is totally made by a metallic
construction.

     

    The
foundation of the T93 FCS and (if supplied separately) the medium-voltage unit
are designed with a ring earth electrode and potential equalization according to
DIN
18014.  The ring earth electrodes of the structures arc
connected to iron banding buried in the ground.  The tower is
connected to the ring earth electrode of the foundation in four places equally
distributed around the circumference of the tower.

     

    The wind
turbine generator is divided into lightning protection
zones.  Therefore local differences regarding to number, kind and
sensitivity of electrical and electronic devices can be
considered.  For each lightning protection zone protection measures
are chosen based on a risk analyse according to DIN EN 62305-2 and VDE
0185-305-2.  Based on this method an optimized protection can
be reached with minimal cost.

     

    Surge
protection devices with qualified energy absorption capability are used for
energy cable, signal cable and data cable.  Surge protection devices
are placed on input points of the lightning protection zones inside of each
switch gear.

     

    The
electric installation is designed along the principles of TN-S-systems according
to the guideline DIN VDE
0100.  The advantage is that the neutral line and the earth
line are separated in the entire system.  Therefore there is no
operation current in the earth line.


    
      
         


      

      
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              General
      Description T93 FCS

              Revision:
      03   Date: 30.08.2009

            	
              

            


    

     

    The 690 V
power line of the T93 FCS is designed as TN-C-S-system.  The star
point of the medium voltage transformer with the vector group Dyn5 or Dyn11 is
grounded.  An autotransformer with the vector group Yan0 and a voltage
ration of 690 V to 400 V supplies small motors, lamps and control
units.  The 400 V power line is designed as TN-S-system
too.  There is a residual current monitoring.  A single
phase transformer with galvanic separation supplies a 230 V power line for the
controller and the sensors.

     

    All cable
are shielded.  The shields are connected with the potential
equalisation system on both ends.  If possible shields are connected
to the potential equalisation system by special shield clamps which guarantee a
360° clamp area.  Shields of bus cable and high frequency data cable
are connected according to their standards.  Non shielded cables are
used in case of the generator, lamps, power outlets and tower
cable.  Data cable between nacelle and tower base and between wind
turbines of a wind park arc carried out as fibre optic cable.

     

    All
shielded cable could be routed side by side without distance.  For a
good EMC quality, unshielded power cable does not routed nearby control or data
cable.

     

    20        Power
curve

     

    The power
curve of the T93 FCS is calculated for the following conditions:

     

    
      
        
          	
                  Calculation
      conditions

                
	
                  Simulation
      program

                	
                  Flex5

                
	
                  Rotor
      diameter

                	
                  93.2
      m

                
	
                  Type
      of rotor blades

                	
                  LM45.3P
      / WN453

                
	
                  Nominal
      rotor speed

                	
                  15.0
      rpm

                
	
                  Air
      density

                	
                  1.225
      kg/m3

                
	
                  Terrain
      slope

                	
                  0°

                
	
                  Turbulence
      intensity

                	
                  10%

                
	
                  Wind
      gradient

                	
                  0.16

                
	
                  Calculation
      according to

                	
                  IEC
      61400-12

                


        

      

    


    
      
         


      

      
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              General
      Description T93 FCS

              Revision:
      03   Date: 30.08.2009

            	
              

            


    

    


    
      
        	
                Hub height wind speed

                in m/s

              	 
      	
                Electrical power LM45.3P

                in kW

              	 
      	
                Electrical power WN453

                in kW

              
	
                3.5

              	 
      	
                15.4

              	 
      	
                18.7

              
	
                4

              	 
      	
                60.8

              	 
      	
                65.2

              
	
                5

              	 
      	
                183.1

              	 
      	
                188.9

              
	
                6

              	 
      	
                360.7

              	 
      	
                369.4

              
	
                7

              	 
      	
                600.0

              	 
      	
                612.2

              
	
                8

              	 
      	
                921.1

              	 
      	
                934.7

              
	
                9

              	 
      	
                1325.5

              	 
      	
                1319.8

              
	
                10

              	 
      	
                1735.8

              	 
      	
                1679.5

              
	
                11

              	 
      	
                1993.0

              	 
      	
                1946.5

              
	
                12

              	 
      	
                2044.5

              	 
      	
                2032.5

              
	
                13

              	 
      	
                2050.0

              	 
      	
                2050.0

              
	
                14

              	 
      	
                2050.0

              	 
      	
                2050.0

              
	
                15

              	 
      	
                2050.0

              	 
      	
                2050.0

              
	
                16

              	 
      	
                2050.0

              	 
      	
                2050.0

              
	
                17

              	 
      	
                2050.0

              	 
      	
                2050.0

              
	
                18

              	 
      	
                2050.0

              	 
      	
                2050.0

              
	
                19

              	 
      	
                2050.0

              	 
      	
                2050.0

              
	
                20

              	 
      	
                2050.0

              	 
      	
                2050.0

              
	
                21

              	 
      	
                2050.0

              	 
      	
                2050.0

              
	
                22

              	 
      	
                2050.0

              	 
      	
                2050.0

              
	
                23

              	 
      	
                2050.0

              	 
      	
                2050.0

              
	
                24

              	 
      	
                2050.0

              	 
      	
                2050.0

              
	
                25

              	 
      	
                2050.0

              	 
      	
                2050.0

              
	
                25

              	 
      	
                2050.0

              	 
      	
                2050.0

              


      

    

     

    


    
      
         


      

      
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              General
      Description T93 FCS

              Revision:
      03   Date: 30.08.2009

            	
              

            


    

     

    21        Calculated
annual energy production

     

    The
annual energy production has been calculated according to the IEC 61400-12 for standard
conditions and applies to a theoretical availability of 100% of the individual
plant.  The calculated annual energy production was determined under
the calculation conditions according to section 20 and cannot replace a
site-specific forecast.

     

    
      
        	
                Annual average of hub

                height wind speed

                in m/s

              	 
      	
                Calculated annual energy

                production LM45.3P

                in MWh

              	 
      	
                Calculated annual energy

                production WN453

                in MWh

              
	
                5.0

              	 
      	
                3,284

              	 
      	
                3,305

              
	
                5.5

              	 
      	
                4,169

              	 
      	
                4,180

              
	
                6.0

              	 
      	
                5,069

              	 
      	
                5,069

              
	
                6.5

              	 
      	
                5,956

              	 
      	
                5,946

              
	
                7.0

              	 
      	
                6,808

              	 
      	
                6,789

              
	
                7.5

              	 
      	
                7,613

              	 
      	
                7,587

              
	
                8.0

              	 
      	
                8,362

              	 
      	
                8,329

              
	
                8.5

              	 
      	
                9,049

              	 
      	
                9,012

              
	
                9.0

              	 
      	
                9,670

              	 
      	
                9,630

              
	
                9.5

              	 
      	
                10,224

              	 
      	
                10,181

              
	
                10.0

              	 
      	
                10,709

              	 
      	
                10,665

              


      

    

     

    22        EEG
reference production

     

    The
reference production according to the Renewable Energy Sources Act
(Erneuerbare-Energien-Gesetz; EEG) is calculated based on the following
conditions.

     

    
      
        
          	
                  EEG
      reference site

                
	
                  Annual
      wind speed at 30 m height

                	
                  5.5
      m/s

                
	
                  Air
      density

                	
                  1.225
      kg/m3

                
	
                  Roughness
      length

                	
                  0.1
      m

                
	
                  Rayleigh
      distribution

                	
                  k=2

                


        

      

    

     

    
      
        
          	
                  Hub height

                  in m

                	 
      	
                  Reference production

                  LM45.3P

                  in MWh

                	 
      	
                  Reference production

                  WN453

                  in MWh

                
	
                  60.0

                	 
      	
                  26,751

                	 
      	
                  26,720

                
	
                  85.0

                	 
      	
                  29,723

                	 
      	
                  29,660

                
	
                  98.2

                	 
      	
                  30,933

                	 
      	
                  30,860

                
	
                  120.0

                	 
      	
                  32,588

                	 
      	
                  32,495

                
	
                  140.0

                	 
      	
                  33,839

                	 
      	
                  33,735

                


        

      

    


    
      
         


      

      
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              General
      Description T93 FCS

              Revision:
      03   Date: 30.08.2009

            	
              

            


    

     

    23        Technical
Changes

     

    The
technical descriptions and data presented above represent the current project
state.  They are subject to refinement and do not represent guarantees
or binding obligations.


    
      
         


      

      
        Page 18
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              Product
      Design and License Agreement

            
	
              Privileged and
  Confidential

            


    

     

    Annex
2

     

    Technology
Transfer Documents

     

    (Documents that Licensee will receive
from Licensor)

     

    The
documentation presented below could be subject to change, as may be
necessitated, with mutual agreement of the Parties, to include any other
requirements which may not have been mentioned here, but is required to fulfil
the objectives of the Agreement.

     

    
      	
              §
      1.

            	
              Document
      organization

            


    

     

    A Product
and Data Structure for each of documents handling shall be
transferred.  The T8x is structured into systems, subsystems and
components.  The coding of all documents, the file storage system as
well as the part list follows a W2E/W2ET coding standard which are based on that
T8x structure.  The coding includes information about the project
(T8x), component, variant, document character, subject area, author, sequential
number, revision and language.

     

    
      	
              §
      2.

            	
              Procurement

            


    

     

    W2E shall
supply all technical specifications for the procurement of the T8x systems,
subsystems and components from new suppliers.  Purchaser technical
specifications (PTSP) are applied to specify (complex) systems.  Data
sheets (DASH) are applied in case of subsystems or components.

     

    
      	
              -

            	
              Purchaser
      technical specifications (PTSP):

            


    

     

    
      	
               
      

            	
              -

            	
              Energy
      Transformation System

            


    

     

    
      	
               
      

            	
              -

            	
              Pitch
      System

            


    

     

    
      	
               
      

            	
              -

            	
              Main
      gearbox

            


    

     

    
      	
              -

            	
              Data
      sheets (DASH):

            


    

     

    
      	
               
      

            	
              -

            	
              Rotor
      blades

            


    

     

    
      	
               
      

            	
              -

            	
              Blade
      bearing

            


    

     

    
      	
               
      

            	
              -

            	
              Main
      bearing

            


    

     

    
      	
               
      

            	
              -

            	
              Rotor
      hub

            


    

     

    
      	
               
      

            	
              -

            	
              Main
      shaft coupling

            


    

     

    
      	
               
      

            	
              -

            	
              Main
      frame

            


    

     

    
      	
               
      

            	
              -

            	
              Yaw
      System

            


    


    
      
         


      

      
        Page 50
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              Product
      Design and License Agreement

            
	
              Privileged and
  Confidential

            


    

    


    
      	
               
      

            	
              -

            	
              Cabin/Spinner

            


    

     

    
      	
               
      

            	
              -

            	
              Generator
      coupling

            


    

     

    
      	
               
      

            	
              -

            	
              Hydraulic

            


    

     

    
      	
               
      

            	
              -

            	
              Onboard
      crane

            


    

     

    
      	
               
      

            	
              -

            	
              Tower

            


    

     

    
      	
               
      

            	
              -

            	
              Foundation

            


    

     

    
      	
               
      

            	
              -

            	
              Coating

            


    

     

    
      	
               
      

            	
              -

            	
              Parts
      of Energy Transformation System

            


    

     

    
      	
               
      

            	
              -

            	
              Generator

            


    

     

    
      	
               
      

            	
              -

            	
              Inverter

            


    

     

    
      	
               
      

            	
              -

            	
              Transformer

            


    

     

    
      	
               
      

            	
              -

            	
              Low
      Voltage Unit

            


    

     

    
      	
               
      

            	
              -

            	
              Yaw
      system

            


    

     

    
      	
               
      

            	
              -

            	
              Parts
      of Pitch System

            


    

     

    
      	
               
      

            	
              -

            	
              Backup

            


    

     

    
      	
               
      

            	
              -

            	
              Pitch
      Converter

            


    

     

    
      	
               
      

            	
              -

            	
              Power
      Supply AC/DC

            


    

     

    
      	
              -

            	
              Configurator
      to generate a part lists (of variants of the
  T8x)

            


    

     

    
      	
              -

            	
              Vendor
      (supplier) list of existing vendors supplying T8x systems, subsystems and
      components

            


    

     

    
      	
              §
      3.

            	
              Assembly
      and Installation

            


    

     

    
      	
              -

            	
              All
      systems, subsystems and components are described by documents which are
      required for making (or purchase) and assembly.  The
      documentation consists of drawings, circuit diagrams and
      manuals.

            


    

     

    
      	
              -

            	
              Assembling
      manual (manufacturing facility)

            


    

     

    
      	
              -

            	
              Installation
      manual (wind farm site)

            


    


    
      
         


      

      
        Page 51
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              Product
      Design and License Agreement

            
	
              Privileged and
  Confidential

            


    

     

    
      	
              -

            	
              Guidelines
      and specifications as may reasonably required for the manufacturing
      facility, directly related to the Licensed
  Products

            


    

     

    
      	
              §
      4.

            	
              Commissioning,
      Operation and Maintenance

            


    

     

    
      	
              -

            	
              Commissioning
      manual

            


    

     

    
      	
              -

            	
              Operating
      manual

            


    

     

    
      	
              -

            	
              Maintenance
      manual

            


    

     

    Note:

     

    The
assembling manual, installation manual, commissioning manual and maintenance
manual describe the processes conceptually, that is, only to a certain degree of
detail.  These manuals form the basis for a detailed process planning
and the preparation of detailed process (work) instructions for the
technicians of the Licensee by the Licensee.  The Licensor cannot know
the precise manufacturing setting nor the detailed tooling of the
Licensee.  Nor does the Licensee know the specifics of local
occupational safety standards to be able to detail the assembling-,
installation-, commissioning-, and maintenance process down to the work
instruction level.

     

    
      	
              §
      5.

            	
              Marketing

            


    

     

    The
documentation for the support of the marketing and sales department consists of
documents with the required information for developers, government authorities
and electrical utilities:

     

    
      	
              -

            	
              General
      Description

            


    

     

    
      	
              -

            	
              Power
      curve

            


    

     

    
      	
              -

            	
              Noise
      properties

            


    

     

    
      	
              -

            	
              Electrical
      properties (regarding grid
interconnection)

            


    

     

    
      	
              -

            	
              Lightning
      protection, EMC, grounding

            


    

     

    
      	
              -

            	
              Occupational
      safety and fire protection

            


    

     

    
      	
              -

            	
              Water
      hazard materials

            


    

     

    
      	
              -

            	
              Transport
      logistics

            


    

     

    
      	
              -

            	
              Erection
      logistics

            


    

     

    
      	
              -

            	
              Obstruction
      lighting

            


    

     

    
      	
              -

            	
              Safety
      data sheets of lubricants and
coolants

            


    


    
      
         


      

      
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              Product
      Design and License Agreement

            
	
              Privileged and
  Confidential

            


    

     

    The above
list shall include all the information that may be reasonably required for the
English-speaking developer or customer of the T8x.

     

    
      	
              §
      6.

            	
              Other

            


    

     

    Support
for construction of tools for assembly, erection or test equipment, as
reasonably required to achieve the objectives under the
Agreement.


    
      
         


      

      
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              Product
      Design and License Agreement

            
	
              Privileged and
  Confidential

            


    

     

    Annex
3

     

    Document
Delivery Schedule

     

    
      
        
          
            
              	
                      No.

                    	 
      	
                      Documents

                    	 
      	
                      Estimated Delivery

                      Date

                    	 
      	
                      Payment

                    
	
                      1

                    	 
      	
                      Product
      and Data Structure

                    	 
      	
                      upon
      payment on Effective Date

                    	 
      	
                      n/a

                    
	
                      2

                    	 
      	
                      List
      of existing vendors supplying T8x systems, subsystems and
      components

                    	 
      	 
      	 
      	 
      
	
                      3

                    	 
      	
                      Purchaser
      technical specifications (PTSP) or Data sheets (DASH) for Long Lead
      Critical Items2

                    	 
      	 
      	 
      	 
      
	
                      4

                    	 
      	
                      Purchaser
      technical specifications (PTSP) or Data sheets (DASH) for Major Items3

                    	 
      	 
      	 
      	 
      
	
                      5

                    	 
      	
                      Balance
      of Purchaser technical specifications (PTSP) and Data sheets
      (DASH)

                    	 
      	 
      	 
      	 
      
	
                      6

                    	 
      	
                      Drawings
      and Circuit diagrams

                    	 
      	 
      	 
      	 
      
	
                      7

                    	 
      	
                      Assembly
      manual, Installation manual, Commissioning manual, Operating manual and
      Maintenance manual

                    	 
      	 
      	 
      	 
      
	
                      8

                    	 
      	
                      Marketing
      documents4

                    	 
      	
                      as
      they become available

                    	 
      	
                      n/a

                    
	
                      -

                    	 
      	
                      -

                    	 
      	
                      -

                    	 
      	
                      -

                    


            

          

        

      

    

     

    2 "Long Lead Critical Items"
shall mean the following items: main gearbox, pitch bearings, rotor bearing, yaw
bearing and rotor blades.

    3 "Major Items" shall mean the
following items: the generator, inverter, rotor shaft, machine frame, rotor hub,
control cabinets for operational control, yaw and pitch gears and pitch
system.

    4 Since advertising of the Licensed
Products is required and customers may want to start planning wind farms with
the T8x/W8x early on, the marketing documentation will be delivered not as a
package but as soon as an individual document is
finished.


    
      
         


      

      
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    Annexes
4 till 6

     

    (intentionally
left be blanked)


    
      
         


      

      
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    Annex
7

     

    Man
day rates for intermittent support and training of personnel

     

    
      	
              A:

            	
              For
      Support personnel

            


    

     

    
      	
              1.

            	
              Daily
      rate of [***] and an hourly rate of [***] per Licensor's member of
      staff

            


    

     

    
      	
              2.

            	
              The
      above rates shall remain fixed for [***] beyond the start of Commercial
      Production [***]

            


    

     

    
      	
              3.

            	
              Escalation
      of rates beyond [***] based on mutual
agreement

            


    

     

    
      	
              4.

            	
              Out
      of pocket expenses at actual

            


    

     

    
      	
              B:

            	
              For
      Training personnel

            


    

     

    
      	
              1.

            	
              Daily
      rate of [***] and an hourly rate of [***] per trainer of the
      Licensor

            


    

     

    
      	
              2.

            	
              The
      above rates shall remain fixed for [***] beyond the start of Commercial
      Production

            


    

     

    
      	
              3.

            	
              Escalation
      of rates beyond the start of Commercial Production based on mutual
      agreement

            


    

     

    
      	
              4.

            	
              Out
      of pocket expenses at actual

            


    


    
      
         


      

      
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    Annex
8

     

    Supplier
list


    
      
         


      

      
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    Annex
9

     

    Extract
of the demands on Quality Management in Guideline of Germanischer Lloyd
(GL)


    
      
         


      

      
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    Annex
10

     

    Key
Project Milestones and Responsibility Allocation

     

    
      
        	
                S. No.

              	 
      	
                Milestones

              	 
      	
                From

              	 
      	
                To

              	 
      	
                who

              
	
                1

              	 
      	
                Signing
      of Agreement

              	 
      	 
      	 
      	 
      	 
      	 
      
	
                2

              	 
      	
                Concept
      and time schedule

              	 
      	 
      	 
      	 
      	 
      	 
      
	
                3

              	 
      	
                Concept
      Review and Final T8x Design Feature List

              	 
      	 
      	 
      	 
      	 
      	 
      
	
                4

              	 
      	
                Specification
      of "Long Lead Critical Items"

              	 
      	 
      	 
      	 
      	 
      	 
      
	
                5

              	 
      	
                Placement
      of order for "Long Lead Critical Items”

              	 
      	 
      	 
      	 
      	 
      	 
      
	
                6

              	 
      	
                Placement
      of orders for "Major Items"

              	 
      	 
      	 
      	 
      	 
      	 
      
	
                7

              	 
      	
                Procurement
      of Components

              	 
      	 
      	 
      	 
      	 
      	 
      
	
                8

              	 
      	
                Development
      phase

              	 
      	 
      	 
      	 
      	 
      	 
      
	
                9

              	 
      	
                Design
      Review

              	 
      	 
      	 
      	 
      	 
      	 
      
	
                10

              	 
      	
                In-shop
      assembly of Prototype nacelle

              	 
      	 
      	 
      	 
      	 
      	 
      
	
                11

              	 
      	
                Laboratory
      Acceptance Review

              	 
      	 
      	 
      	 
      	 
      	 
      
	
                12

              	 
      	
                Prototype
      Site specifications and technical approval (by German accredited
      agency)

              	 
      	 
      	 
      	 
      	 
      	 
      
	
                13

              	 
      	
                Site
      planning, Site permissions, Site development

              	 
      	 
      	 
      	 
      	 
      	 
      
	
                14

              	 
      	
                Erection
      of Prototype

              	 
      	 
      	 
      	 
      	 
      	 
      
	
                15

              	 
      	
                On-Site
      Commissioning and test of Prototype

              	 
      	 
      	 
      	 
      	 
      	 
      
	
                16

              	 
      	
                Certification
      Process

              	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                Certification
      Type C (Low Level Design)

              	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                Certification
      Type B

              	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                Certification
      Type A

              	 
      	 
      	 
      	 
      	 
      	 
      
	
                17

              	 
      	
                Measurement
      Campaign

              	 
      	 
      	 
      	 
      	 
      	 
      
	
                18

              	 
      	
                Start
      of Commercial Production

              	 
      	 
      	 
      	 
      	 
      	 
      


      

    

    
       

      Notes:

    

     

    
      	
              -

            	
              For
      the "Long Lead Critical Items" in S. No. 6, the ... placement of orders to
      the concerned vendor is for die Prototype and booking of the
      production capacity of the vendor for serial production, while the
      detailed designs and exact specification shall be made available to the
      vendor at an appropriate stage.

            


    

     

    
      	
              -

            	
              It
      is explicitly noted that the Measurement Campaign S. No. 18 is heavily
      depended on the weather.  Missing wind regimes (mostly higher to
      strong winds) can delay a complete data collection.  Hence the
      Parties acknowledge the need for completing the commissioning of the
      prototype for the measurement campaign within the agreed
      timelines.

            


    


    
      
         


      

      
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    Annex
11

     

    List
of Patents used for Design and Development of the W8x/T8x

     

    
      Part
A – Licensor's patents

    

     

    
      
        
          	
                  No.

                	 
      	
                  Patent-Number

                	 
      	
                  German Title

                
	
                  1

                	 
      	
                  DE202004003521U1

                	 
      	
                  Innenbegehbare
      Rotornabe

                
	
                  2

                	 
      	
                  EP000001764664A2

                	 
      	
                  Sicherheitseinrichtung
      für eine Windenergieanlage

                
	
                  3

                	 
      	
                  EP000001748183A2

                	 
      	
                  Elektrische
      Einrichtung zur Vestellung von Rotorblättern einer
      Windenergieanlage

                
	
                  4

                	 
      	
                  EP000001508692B1

                	 
      	
                  Windenergiekonverter
      mit einer einen Innenraum aufweisenden
Rotornabe

                


        

      

    

     

    
      
        	
                No.

              	 
      	
                Patent-Number

              	 
      	
                English Translation

              
	
                1

              	 
      	
                DE202004003521U1

              	 
      	
                Internally
      accessible rotor hub for wind power plant

              
	
                2

              	 
      	
                EP000001764664A2

              	 
      	
                Safety
      device for a wind energy plant

              
	
                3

              	 
      	
                EP000001748183A2

              	 
      	
                Electrical
      device for wind turbine rotor blade adjustment

              
	
                4

              	 
      	
                EP000001508692B1

              	 
      	
                Wind
      energy converter with a hub having an internal
  compartment

              


      

    

     

    
      Part
B – third party patents with some relevance

    

     

    
      
        
          	
                  No.

                	 
      	
                  Patent
      Number

                	 
      	
                  Title
      (short description)

                	 
      	
                  Counterparts

                
	
                  1

                	 
      	
                  US5083039

                	 
      	
                  Variable
      speed wind turbine (covers power factor control using the grid
      connected power converter in a singly
      fed, full conversion drive system; expires in February
      2011)

                	 
      	
                  CA2100672C

                


        

      

    

     

    
      Notes:

    

     

    [***]


    
      
         


      

      
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    Annex
12

     

    Scope
of Services for Third Party

     

    
      To
be paid by Licensee:

    

     

    
      	
              1.

            	
              Commissioning
      and annual services in regard to the Condition Monitoring
      Systems

            


    

     

    
      	
              2.

            	
              Measurement
      Campaign via an accredited company, as per prescribed methodology by the
      appropriate industry standards

            


    

     

    
      	
               
      

            	
              -

            	
              Noise
      emission

            


    

     

    
      	
               
      

            	
              -

            	
              Power
      Curve

            


    

     

    
      	
               
      

            	
              -

            	
              Electrical
      properties

            


    

     

    
      	
               
      

            	
              -

            	
              Basis
      behaviour and measurement of mechanical
loads

            


    

     

    
      	
              3.

            	
              Proof
      of functionality for grid operation with grid
  failures

            


    

     

    
      	
              4.

            	
              Development
      and moulds from supplier side

            


    

     

    
      	
               
      

            	
              -

            	
              iron
      cast parts like i.e. hub, brake disk,
  rotor-coupling

            


    

     

    
      	
               
      

            	
              -

            	
              Mould
      for Reinforced Plastic Parts i.e. nacelle cover, spinner for
      hub

            


    

     

    
      	
              5.

            	
              Equipment
      for test rigs, i.e. test of drive train after
  assembling

            


    

     

    
      To
be paid by Licensor:

    

     

    
      	
              1.

            	
              Certification
      agency in Germany

            


    

     

    
      	
              2.

            	
              External
      engineering

            


    

     


    
      
         


      

      
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    Annex
13

     

    Specimen
Invoice


    
      
         


      

      
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    Annex
14

     

    List
of "Additional Licensed Know-How"


    
      
         


      

      
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    Annex
a

     

    Agreement
for Product Design & Development and Licensing of Wind Turbine Technology of
W93x (W8x) "


    
      
         


      

      
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