Unassociated Document


    
      Agreement
for Ampoule Irradiation Testing between Thorium Power, Inc. and RRC “Kurchatov
Institute” as of  July 14, 2009

       

      
      

      Russian
Translation Omitted



     

    AGREEMENT FOR AMPOULE
IRRADIATION TESTING

    


    


    THIS
AGREEMENT FOR AMPOULE
IRRADIATION TESTING including Exhibits 1 through 6, that are incorporated
by reference (this “Agreement”), is made as of July 14, 2009 (the “Effective
Date”), by and between THORIUM
POWER, INC., a Delaware corporation, having its principal offices in
McLean, VA, United States of America (“Thorium Power”), and the RUSSIAN RESEARCH CENTRE KURCHATOV INSTITUTE, a Russian
Federation federal state institution, having its principal offices at Kurchatov
Square, 1, Moscow, Russia 123182 (“Kurchatov Institute”) (individually a “Party”
or collectively the “Parties”).

    


    RECITALS

    


    
      	
              A.

            	
              Thorium
      Power has conceived, developed and has a proprietary interest in certain
      thorium-based fuel technology that is compatible with existing
      uranium-fueled Light Water Reactors (“LWR”) while retaining significant
      advantages in lower fuel cycle costs and ease in waste disposal and which
      can have a positive effect in the field of non-proliferation of nuclear
      weapons while allowing the continuation of the development of commercial
      nuclear energy in the world;

            


    

    


    
      	
              B.

            	
              Thorium
      Power has conceived, developed and has a proprietary interest in certain
      thorium-based fuel technology that will allow for the effective and safe
      disposition of separated reactor-grade plutonium (civilian or spent
      fuel-derived plutonium) in existing or new nuclear power
      reactors.  It can also be used to effectively dispose of excess
      weapons-grade plutonium;

            


    

    


    
      	
              C.

            	
              Kurchatov
      Institute has extensive experience with the research, testing and
      evaluation involving nuclear fuel and nuclear reactor facilities and
      systems, including systems for the use, storage and disposition of nuclear
      fuel;

            


    

    


    
      	
              D.

            	
              Thorium
      Power and Kurchatov Institute have been cooperating pursuant to (i) a
      Protocol, dated October 20, 1994, (ii) a Cooperative Research and
      Development Agreements CRADA No. BNL-C-96-02, CRADA No. BNL-C-98-15 and
      CRADA No. BNL-C-01-6 (the “CRADAs”); (iii) a Collaborative Research
      Agreement, dated August 6, 2002 (the “2002 Agreement”); and (iv) the
      Agreement for Ampoule Irradiation Testing in 2006-2007, dated December 28,
      2007 (the “2007 Agreement”);

            


    

    


    
      	
              E.

            	
              Kurchatov
      Institute also conducted technical and economic investigation of Thorium
      Power’s fuel technology relating to disposition of excess weapons-grade
      plutonium pursuant to an agreement with UT-Battelle, LLC acting under its
      contract with the DOE of the Management & Operation of the Oak Ridge
      National Laboratory (Work Release K1WR18BSC under General Order Agreement
      85B99398V) (the “Oak Ridge
Agreement”);

            


    

    


    
      	
              F.

            	
              Thorium
      Power  financed ampoule irradiation testing of Thorium Power
      designed uranium-zirconium and thorium-uranium fuel samples in the IR-8
      research reactor at Kurchatov Institute from 2002 to 2005 under the 2002
      Agreement;

            


    

    


    
      	
              G.

            	
              Thorium
      Power financed ampoule irradiation testing of Thorium Power designed
      uranium-zirconium and thorium-uranium fuel samples in the IR-8 research
      reactor at Kurchatov Institute from 2006 to 2007 under the 2007
      Agreement;

            


    

    


    
      	
              H.

            	
              Kurchatov
      Institute continued conducting irradiation testing of several seed and
      blanket fuel samples in the IR-8 research reactor (the “Irradiation
      Testing Program”). The description of the Irradiation Testing Program is
      provided in Exhibit 2 attached
hereto;

            


    

    


    
      	
              I.

            	
              Thorium
      Power desires to compensate Kurchatov Institute for the irradiation
      testing activities in the Irradiation Testing Program and to acquire all
      of the corresponding test data and other technical data generated in the
      program.

            


    

    


    NOW, THEREFORE, in
consideration of the premises and mutual covenants contained herein and
intending to be legally bound hereby, Thorium Power and Kurchatov Institute
agree as follows:

    


    1.      TRANSFER OF IRRADIATION
TESTING DATA; ASSIGNMENT OF TECHNICAL DATA; PAYMENTS

     

    1.1.         Consideration.  In
consideration of the Payments described in Section 1.2, Kurchatov Institute
hereby transfers all of the test data generated in the course of the Irradiation
Testing Program and assigns in full any and all proprietary rights to the
Technical Data associated with the Irradiation Testing Program (as defined in
Section 1.4 herein) to Thorium Power and provides access to Thorium Power and
its affiliates to the information and documentation specified in Exhibit 5 of this
Agreement for audit purposes.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Agreement
for Ampoule Irradiation Testing between Thorium Power, Inc. and RRC “Kurchatov
Institute” as of  July 14, 2009

       

      
      

      Russian
Translation Omitted

    

     

    1.2.         Payments.  For
the Irradiation Testing Program Thorium Power agrees to make the payments to
Kurchatov Institute as set forth in Exhibit 1. Payments
are due and payable to Kurchatov Institute within forty five (45) calendar days
from the date of submission by Kurchatov Institute to Thorium Power of each
deliverable and transfer of the associated Technical Data as contemplated
hereunder and after Kurchatov Institute has complied with other provisions set
forth in this Agreement, including submission to Thorium Power of copies of
approvals and permits specified in Article 3 (Obtaining
Approvals and Permits) of this Agreement.  The payments to Kurchatov
Institute shall be sent by wire transfer pursuant to the following wire transfer
instructions:

     

    RUSSIAN
RESEARCH CENTRE “KURCHATOV INSTITUTE”, KURCHATOV SQ, MOSCOW 123182,
RUSSIA

     

     ACCT
NO 40502840138200200011

    BENEFICIARY
BANK: SAVINGS BANK OF THE RUSSIAN FEDERATION (KRASNOPRESNENSKOE BRANCH No 1569)
MOSCOW, RUSSIA

         SWIFT:
SABR RU MM

    


    CORRESPONDENT
BANK OF SAVINGS BANK OF THE  RUSSIAN FEDERATION:

    BANK OF
NEW YORK,

    NEW YORK,
NY, USA

    SWIFT:
IRVT US 3N

    ACCOUNT
OF SAVINGS BANK OF THE RUSSIAN FEDERATION WITH CORRESPONDENT BANK:

    890-0057-610

    


    TECHNICAL
DATA SHOULD BE SENT ON CONDITION CPT  WASHINGTON

    


    1.3.         Assignment by Kurchatov
Institute. Kurchatov Institute hereby sells, assigns, conveys and
transfers to Thorium Power (as well as its successors and assigns) the entire
worldwide right, title and interest in and to the Technical Data. Kurchatov
Institute hereby expressly agrees not to use, in any manner, the work product
hereunder or exercise any rights associated therewith without the express
written approval by Thorium Power.  Kurchatov agrees to, and does
hereby, grant and assign to Thorium Power all rights, title and interest in and
to any improvement, enhancement, invention, change, or modification pertaining
to or arising from Kurchatov's work pursuant to this Agreement, and Kurchatov
shall not disclose or distribute any such improvement, enhancement, invention,
change or modification to any third party without the express written approval
of Thorium Power. The Assignment of the Technical Data rights by Kurchatov
Institute shall be performed to the extent not prohibited by the Russian Law in
a form of a separate agreement for each specific Technical Data created pursuant
to this Agreement.

     

    1.4.         Definition of Technical
Data.  For purposes of this Agreement, “Technical Data” means
any and all technical data, specified in Exhibit
3.

     

    1.5.         Covenants.  Kurchatov
Institute hereby covenants and agrees as follows:

     

    
      	
               
      

            	
              A.

            	
              As
      a result of the Technical Data rights assignment hereunder, (i) Thorium
      Power is the sole owner of the entire right, title and interest in and to
      the Technical Data; and (ii) without limitation, the Technical
      Data  rights will be held and enjoyed by Thorium Power no less
      fully and exclusively as they would have been by Kurchatov Institute had
      such assignment and transfer not been
made;

            


    

     

    
      	
               
      

            	
              B.

            	
              The
      assignment of the respective Technical Data rights by
      Kurchatov Institute shall be performed to the extent not prohibited by the
      Russian Law in a form required under the applicable law without payment of
      any additional consideration;

            


    

     

    
      	
               
      

            	
              C.

            	
              Kurchatov
      Institute has not and will not enter into an agreement with a third party
      that conflicts with this Agreement.  To the extent that any
      subsequent agreement between Kurchatov Institute and a third party
      conflicts with the assignment of the Technical Data rights, Kurchatov
      Institute agrees that the terms of this Agreement will supersede the terms
      of such agreement;

            


    

     

    
      	
               
      

            	
              D.

            	
              Any
      facts, circumstances or notices regarding any of the Technical Data rights
      shall be promptly communicated and delivered to Thorium Power;
      and

            


    

     

    
      	
               
      

            	
              E.

            	
              Kurchatov
      Institute shall assist Thorium Power to the best of its ability in the
      protection of Thorium Power’s Technical Data rights. For that purpose,
      Kurchatov Institute shall testify in any legal proceedings, sign all
      papers, execute all applications, divisionals, continuations,
      continuations-in-part, reissues, renewals, extensions and additions
      thereof and counterparts thereto, make all rightful oaths and generally
      aid Thorium Power (as well as its successors and assigns), with expenses
      reasonably incurred to be borne by Thorium Power (except those expenses
      which relate in any way to any breach of this assignment, which expenses
      shall be borne by Kurchatov Institute), in obtaining and enforcing proper
      protection and access (in the reasonable discretion of Thorium Power) for
      and to the Technical
  Data   rights.

            


    

     

    1.6.         Request.  Kurchatov
Institute does hereby authorize and request that any and all Technical
Data   rights which may be granted upon the Technical Data be
issued to Thorium Power as assignee of the entire interest therein. The
assignment of the respective Technical Data rights by the
respective right-holder shall be performed to the extent not prohibited by the
Russian Law, in a form required by Russian Law, without payment of any
additional consideration to Kurchatov Institute.

     

    1.7.         Notice and Assistance
Regarding Patent and Copyright Infringement.  Kurchatov
Institute shall report to Thorium Power promptly and in reasonable written
detail, each notice or claim of patent or copyright infringement, or any other
infringement related to Technical Data  rights and (or) intellectual
property rights based on the performance of this Agreement of which Kurchatov
Institute has knowledge and shall furnish to Thorium Power, at the expense of
Thorium Power, when requested by Thorium Power, all evidence and information in
possession of Kurchatov Institute pertaining to such claim or any resulting
suit.

     

    1.8.         Nature of
Agreement.  Kurchatov Institute is entering into this Agreement
with the intention of creating a commercial transaction. Kurchatov Institute
represents and warrants that this Agreement and the services performed hereunder
are commercial rather than public or governmental acts and that Kurchatov
Institute is not entitled to claim immunity from legal proceedings with respect
to itself or any of its assets on the grounds of sovereignty or otherwise under
any law or in any jurisdiction where an action may be brought for the
enforcement of any of the obligations arising under or relating to this
Agreement.

     

    2.      CONFIDENTIALITY AND COMMERCIAL
SECRET

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Agreement
for Ampoule Irradiation Testing between Thorium Power, Inc. and RRC “Kurchatov
Institute” as of  July 14, 2009

       

      
      

      Russian
Translation Omitted

    

     

    2.1.         Obligation of
Confidentiality and Non-Use. Kurchatov Institute acknowledges and agrees
that it owes a duty to Thorium Power to maintain in strict confidence all
Confidential Information and Commercial Secret Information (as defined below)
provided to, learned or developed by Kurchatov Institute in connection with the
performance of the Irradiation Testing Program either by Kurchatov Institute or
its subcontractors. Kurchatov Institute shall take all steps reasonably
necessary to prevent the unauthorized disclosure or dissemination of such
Confidential Information or Commercial Secret Information for any reason and to
any person or entity, except with the prior written consent of Thorium
Power.  In addition, Kurchatov Institute shall not use or copy any
such Confidential Information or Commercial Secret Information, or authorize or
permit others to use any such Confidential Information or Commercial Secret
Information, for any purposes other than in connection with performance of the
services hereunder.  Notwithstanding the foregoing, Kurchatov
Institute may disclose such Confidential Information or Commercial Secret
Information to those officers, employees, advisors and consultants of Kurchatov
Institute (each, a “Representative,” and collectively, “Representatives”) who
have a need to know such information in connection with performance of services
under this Agreement; provided that each
Representative, prior to such disclosure, is informed by Kurchatov Institute of
the confidential nature of such information and of the confidentiality
obligations imposed on Kurchatov Institute under this Agreement, and signs a
written undertaking confirming his or its agreement to treat it confidentially.
Kurchatov Institute shall be responsible for any and all breaches of the
provisions of this Article 2
(Confidentiality and Commercial Secret) by its
Representatives.  Kurchatov Institute shall provide access to its
facilities to Alexei Glebovich Morozov [REDACTED], Valentin Feodorovich
Kuznetsov [REDACTED] and Sergei Mikhailovich Bashkirtsev [REDACTED] or other
Thorium Power representatives as Thorium Power may designate by giving a written
notice to Kurchatov Institute to coordinate ongoing work or perform other
actions as may be required for effective execution of work under this Agreement.
As used herein, “steps reasonably necessary” means, at a minimum, the steps that
Kurchatov Institute takes to protect its own, similarly confidential or
proprietary information, which steps shall not be less than a reasonable
standard of care, and in the case of Commercial Secret Information shall include
maintaining an up to date list of the Commercial Secret Information (the
“List”), establishing a procedure for handling of such information and
controlling compliance therewith, marking or labeling such information with the
words ‘Commercial Secret’ and the name of Thorium Power and its location, and
requiring conclusion of a confidentiality agreement in the form of Exhibit 4, by any
person who shall have or is likely to have access to such information. At the
discretion of Thorium Power, all or any part of the Confidential Information may
become subject to a requirement that it be classified and protected as
‘Commercial Secret Information’ information within the meaning of Russian
law.

     

    2.2.         Obligation to
Inform.  Upon learning of any actual or threatened unauthorized
disclosure or use of the Thorium Power’s Confidential Information or Commercial
Secret Information by it or a third party, Kurchatov Institute promptly shall
provide Thorium Power with notice thereof.

     

    2.3.         Definition of Confidential
Information and Commercial Secret Information.  The term
“Confidential Information” shall mean this Agreement and all trade secrets,
data, know-how, technical data or other information and materials, business
strategies, plans and procedures, business information, proprietary information,
of Thorium Power, as well as any other information and materials that are deemed
confidential or proprietary to or by Thorium Power (including, without
limitation, all information and materials of Thorium Power’s customers and their
other consultants).  The term ‘Commercial Secret Information’ shall
have the meaning established under Russian law. Protocols of irradiation testing
shall be deemed to be Commercial Secret Information and shall be treated as
such.

     

    2.4 Exceptions to Confidential
Information.  Notwithstanding the foregoing paragraph,
“Confidential Information” shall not include any information or materials that:
(a) are or become known to the general public through no act or omission of
Kurchatov Institute or any other person with an obligation of confidentiality to
Thorium Power or any of Thorium’s customers, or (b) are required to be disclosed
pursuant to applicable law (provided, however, that prior to any disclosure of
Confidential Information as required by applicable law, Kurchatov Institute
shall advise Thorium Power of such required disclosure promptly upon learning
thereof and shall cooperate with Thorium Power and Thorium Power’s customers in
order to afford them a reasonable opportunity to contest or limit such
disclosure).

     

    2.5 Return or Destruction of
Confidential Information.  Upon the termination or expiration
of this Agreement, or at any other time upon the written request of Thorium
Power, Kurchatov Institute shall promptly return to Thorium Power or, at Thorium
Power’s option, destroy all Confidential Information and Commercial Secret
Information pursuant to Exhibit 3 in
Kurchatov Institute’s possession or control, together with all copies, summaries
and analyses thereof, regardless of the format in which such information exists
or is stored.  Within five (5) business days following the expiration
or early termination of this Agreement, or any written request as set forth
above, Kurchatov Institute shall provide Thorium Power with a written
certification of Kurchatov Institute’s compliance with the provisions of this
paragraph.

     

    2.6 The
provisions of this Article
2  (Confidentiality and Commercial Secret) concerning
confidentiality and Commercial Secret information shall survive the termination
of this Agreement and the agreements envisioned hereby, and the liquidation and
reorganization of the Parties.  Kurchatov Institute and any agent
thereof including subcontractors shall be responsible for any and all damages
connected with the unauthorized disclosure of Confidential or Commercial Secret
Information.

     

    3.      OBTAINING APPROVALS AND
PERMITS

     

    3.1.         Kurchatov
Institute hereby agrees to obtain any and all necessary approvals and/or permits
that may be required under Russian laws and regulations in order  (i)
to assign Technical Data rights as envisioned by Article 1 (Transfer
of Irradiation Testing Data; Assignment of Technical Data Rights; Payments)
hereof; (ii) to transfer the work product created hereunder to Thorium Power;
and (iii) to carry out any other activities pursuant to this
Agreement.  Kurchatov Institute shall promptly provide to Thorium
Power full and accurate copies of such approvals and permits.

     

    3.2.         Kurchatov
Institute hereby agrees to apply for and obtain a permit and/or approval from
the relevant Russian Federation export control authority in connection with the
proposed transfer to Thorium Power of the technical documentation (including on
magnetic media) created hereunder. Kurchatov Institute shall promptly forward to
Thorium Power full and complete copies of such approvals and
permits.

     

    3.3.         Kurchatov
Institute hereby agrees to obtain any other permits and/or approvals that may be
required to perform this Agreement.

     

    3.4.         In
the event that Kurchatov Institute fails to obtain permits and/or approvals set
forth in this Article
3 (Obtaining Approvals and Permits) Thorium Power shall be entitled, at
its election, (a) to suspend performance until such time as the permits and
approvals have been obtained and copies supplied to Thorium Power, or (b) to
terminate this Agreement.  In no event shall Thorium Power be
obligated to make any payments to Kurchatov Institute hereunder, including
without limitation pursuant to Section 1.1 hereof, unless and until all such
permits and approvals shall have been obtained and a copy supplied to Thorium
Power.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Agreement
for Ampoule Irradiation Testing between Thorium Power, Inc. and RRC “Kurchatov
Institute” as of  July 14, 2009

       

      
      

      Russian
Translation Omitted

    

     

    4.      DISCLAIMERS AND LIMITATIONS
OF LIABILITY

     

    4.1.         Disclaimer of Consequential
Damages.  Neither Party shall be liable to the other Party
hereto for any consequential, incidental, indirect, special, punitive or
exemplary damages suffered or incurred by such other Party in connection with a
breach or alleged breach of this Agreement, even if such other Party has been
advised of the possibility of such damages.  Consequential damages
shall include, without limitation, lost profits, lost savings, lost business or
lost goodwill, loss of nuclear material, loss of accountability of nuclear
material, or unavailability of facilities.  The provisions of this
Section 4.1
shall apply to the full extent permitted by law whether such a claim is based on
tort (regardless of the degree of fault or negligence), warranty, breach of
contract, strict liability or otherwise, and shall survive the cancellation,
expiration or termination of this Agreement, as well as the fulfillment of the
obligations of the Parties hereunder and shall apply notwithstanding any other
provisions of this Agreement.

     

    4.2.         Acknowledgement.  The
Parties hereto, having been advised by legal counsel, acknowledge and agree that
they are sophisticated parties in all matters relating to this Agreement and
that the foregoing disclaimer and limitation of liability represent
bargained-for allocations of risk, and that the economics, terms and conditions
of this Agreement reflect such allocations.

     

    5.      NUCLEAR
LIABILITY

     

    5.1.         Waiver.  To
the full extent permitted by law, Kurchatov Institute waives, and shall cause
its subcontractors and consultants and their insurers, to waive, with respect to
Nuclear Damage (as defined below), any right of recovery against Thorium Power
and its Suppliers (as defined below) regardless of the degree of fault or
negligence, strict liability or otherwise.

     

    5.2.         Definitions.  The
following definitions apply only to this Article 5 (Nuclear
Liability):

     

    
      “Liability”
means liability of any kind at any time, whether in contract, tort (regardless
of the degree of fault or negligence), strict liability, warranty or otherwise;
including amounts paid in settlement of claims, judgments, awards or expenses,
including attorneys' fees, resulting from the defense or
settlement.

    

     

    
      “Nuclear
Damage” has the meaning set forth in the Vienna Convention on Civil Liability
for Nuclear Damage of 21 May 1963 as amended by the Protocol of 12 September
1997.

    

    
    

     

    
      “Supplier”
means a vendor, contractor or other entity, and their employees, regardless of
tier, who supplies equipment, materials, information, financing or services to
Kurchatov Institute in connection with its services to Thorium Power pursuant to
this Agreement.

    

    
    

     

    
    

    
      5.3 All
the work to be performed by Kurchatov Institute hereunder shall be performed in
accordance with Russian rules and regulations relating to handling of
radioactive and fissile materials.  Kurchatov Institute shall ensure
compliance by all persons performing work under these tasks with such rules and
regulations and accepts full liability for such compliance. Thorium Power is not
liable for any obligations, including but not limited to Liability for Nuclear
Damage, arising out of non-compliance with such rules and regulations by
Kurchatov Institute, Kurchatov Institute’s employees or other parties involved
in the performance of these tasks.

    

     

    


    6.      REPRESENTATIONS AND
WARRANTIES

     

    Kurchatov
Institute represents and warrants to Thorium Power: (a) that Kurchatov Institute
has the right, power and authority to enter into this Agreement and to perform
Kurchatov Institute’s obligations hereunder, that Kurchatov Institute has
obtained any internal approvals or approvals of its owner as may be required by
law to permit conclusion of this Agreement, and that Kurchatov Institute’s
performance hereunder will not breach any other agreement or understanding by
which Kurchatov Institute is bound; (b) that the services performed by Kurchatov
Institute hereunder will be of professional quality, consistent with
generally-accepted industry standards and expectations for work of a similar
nature; and (c) that the services provided to Thorium Power hereunder will not
infringe or misappropriate the patent, copyright, trademark, trade secret or
other intellectual property rights of any third party.

     

    7.      COMPLIANCE WITH
LAWS

     

    7.1.         Kurchatov
Institute shall comply, and shall be responsible for ensuring that its employees
and consultants comply, with all applicable laws in their performance of its
services pursuant to this Agreement.  Without limiting the generality
of the foregoing, Kurchatov Institute further agrees that it will take no
action, and it will ensure that its employees and contractors take no action,
that would violate the Foreign Corrupt Practices Act of 1977, as amended, or any
other similar U.S. or foreign law, or that would create any liability for
Thorium Power under any such law.  Kurchatov Institute further
understands that materials and information resulting from the performance of
this Agreement may be subject to U.S. and Russian export control laws and that
Kurchatov Institute is responsible for its compliance with such
laws.  Kurchatov Institute shall be responsible for developing an
internal compliance program to ensure compliance by it and its employees and
contractors with all applicable laws.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Agreement
for Ampoule Irradiation Testing between Thorium Power, Inc. and RRC “Kurchatov
Institute” as of  July 14, 2009

    
       

      
      

      Russian
Translation Omitted


    

    7.2.         Thorium
Power agrees and covenants that the export product and products made using the
Technical Data:

     

    
      	
              a.

            	
              Shall
      not be used for production of nuclear weapons and other devices or any
      other military purpose;

            


    

     

    
      	
              b.

            	
              Shall
      be safeguarded using methods of physical protection at the level not less
      than that recommended by the International Atomic Energy
      Agency;

            


    

     

    
      	
              c.

            	
              Shall
      be re-exported or transferred from the jurisdiction of the receiving
      country to any other country only upon the receipt of prior consent from
      Kurchatov Institute as approved by the Federal Service оf the
      Russian Federation for Technical and Export Control. Such consent shall
      not be unreasonable withheld.

            


    

     

    
      	
              d.

            	
              Shall
      be under IAEA safeguards during the entire period of their presence under
      the jurisdiction of the receiving
country.

            


    

     

    8.      CHOICE OF
LAW

     

    This
Contract shall be governed by, and construed in accordance with, the substantive
laws of England without reference to its conflict of laws rules.

    


    9.      EQUITABLE
RELIEF

     

    Kurchatov
Institute hereby acknowledges and agrees that damages at law may be an
inadequate remedy for any breach of Kurchatov Institute’s obligations under
Article 1
(Transfer of Irradiation Testing Data; Assignment of Technical Data Rights;
Payments), or Article
2 (Confidentiality and Commercial Secret).  Accordingly,
Kurchatov Institute agrees that Thorium Power will be entitled to such
temporary, preliminary and permanent injunctive relief as may be necessary to
remedy or limit such breach, without the necessity of proving actual damages or
posting any bond or other security, and including specific performance of such
obligations and an order enjoining Kurchatov Institute from the continuation of,
or from any threatened, breach of such obligations.  The rights set
forth in this paragraph shall be in addition to, and not in lieu of, any other
rights which Thorium Power may have at law or in equity.

    


    10.         AUDIT
RIGHTS

     

    Kurchatov
Institute will during ordinary business hours and upon reasonable notice give
Thorium Power and Thorium Power’s representatives access to information and
documentation set forth in Exhibit
5.

     

    11.         HEADINGS

     

    The
headings used in this Agreement are included for convenience only and are not to
be used in construing or interpreting this Agreement.

    


    12.         NOTICES

     

    Any
notices required or permitted to be sent hereunder shall be delivered personally
or mailed, certified mail, return receipt requested, or delivered by courier
service to the following addresses, or such other address as any Party hereto
designates by written notice to the other Party.  Provided, however, a
transmission per telefax or email shall be sufficient and shall be deemed to be
properly served when the telefax or email is received if the signed original
notice is received by the recipient within seven (7) calendar days
thereafter.

    


    IF TO
THORIUM POWER:

    


    Thorium
Power, Inc.

    1600
Tysons Blvd, Suite 550

    McLean,
VA  22102  USA

    United
States of America

    Attention:  Andrey
Mushakov

    Executive
Vice President

    Telephone:
+1.571.730.1204

    Fax:
+1.202.318.2502

    E-Mail:  amushakov@thoriumpower.com

    


    IF TO
KURCHATOV INSTITUTE:

    


    RRC
“Kurchatov Institute”

    Kurchatov
Square, 1

    Moscow,
Russia 123182

    Attention:
Vladimir Kochetkov

    Telephone:+499 196
99 97

    E-Mail:
kvp@kiae.ru

    


    13.         AMENDMENTS OR
MODIFICATIONS

     

    This
Agreement may not be released, discharged, amended or modified in any manner
except by an instrument in writing signed by the Party or Parties to be
bound.

    


    14.         FORCE
MAJEURE

     

    Neither
Party shall be liable to the other for delays or failures in performing its
obligations under this Agreement due directly or indirectly to any act
reasonably beyond the control of such Party, including but not limited
to:  (i) acts of God; (ii) acts (including failures to act or
delays in acting) of any governmental authority (de jure or de facto), or governmental
priorities; (iii) accidents or disruptions such as wars (declared or
undeclared), riots, revolutions, world disturbance, fires, floods, earthquakes,
storms, sabotage, nuclear incidents, epidemics; or (iv) strikes, labor
disputes, labor difficulties.  The foregoing shall apply even though
any of such causes exists at the time of this Agreement or occurs after a
Party’s performance is delayed or otherwise hindered for other
causes.  In the event of any delay or failure excused by this Article 14 (Force
Majeure), the Party whose performance is delayed shall as soon as practical (1)
notify the other Party, (2) take all reasonable steps to minimize the delay and
rectify any failure to perform and (3) specify the revised performance
date.  In the event of such delay, the time of performance shall be
extended for a period equal to the time lost by reason of the
delay.  If the delay exists for more than six (6) months the Party
that is not subject to delay shall be entitled to terminate this Agreement
without liability.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Agreement
for Ampoule Irradiation Testing between Thorium Power, Inc. and RRC “Kurchatov
Institute” as of  July 14, 2009

       

      
      

      Russian
Translation Omitted

    

     

    15.         COUNTERPARTS

     

    This
Agreement shall be executed in two original copies in Russian and
English.  At the same time, this Agreement may be executed in any
number of counterparts, each of which shall be an original as against any Party
whose signature appears thereon, but all of which together constitute but one
and the same instrument.

    


    16.         NO THIRD-PARTY
BENEFICIARIES

     

    Except as
expressly stated herein, nothing in this Agreement is intended to confer
benefits, rights or remedies unto any third party other than the Parties hereto
or their permitted successors and assigns.

    


    17.         REPRODUCTION OF
DOCUMENTS

     

    This
Agreement and all documents relating hereto, including, but not limited to, (i)
consents, waivers, amendments and modifications which may hereafter be executed
and (ii) certificates and other information previously or hereafter furnished,
may be reproduced by any photographic, photostatic, microfilm, optical disk,
micro-card, miniature photographic or other similar process.  The
Parties agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
Party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.

    


    18.         SURVIVAL

     

    The
following listed Sections and Articles shall continue and survive the expiration
or termination of this Agreement: Section 1.1 and Sections 1.3
through 1.8 of Article 1 (Transfer
of Irradiation Testing Data; Assignment of Technical Data Rights; Payments),
Article 2
(Confidentiality and Commercial Secret), Article 4
(Disclaimers and Limitations of Liability), Article 5 (Nuclear
Liability), Article
6 (Representations and Warranties), Article 7 (Compliance
with Laws) and Article
9 (Equitable Relief).

    


    19.         SEVERABILITY

     

    Any
provisions of this Agreement which are determined to be invalid or unenforceable
in any jurisdiction shall be ineffective to the extent of such invalidity or
unenforceability in such jurisdiction, without rendering invalid or
unenforceable the remaining provisions of this Agreement or affecting the
validity or enforceability of such provisions in any other
jurisdiction.  If a court of competent jurisdiction declares any
provision of this Agreement to be invalid or unenforceable, the Parties hereto
shall request that such court reduce the scope, duration, or area of the
provision, delete specific words or phrases from the provision, or to replace
the provision with a provision that is valid and enforceable and that comes
closest to expressing the original intention of the Parties hereto, and this
Agreement shall be enforceable as so modified in the jurisdiction in which the
provision was declared invalid or unenforceable.

    


    20.         TERM.

     

    The term
of this Agreement shall be effective as of the Effective Date and continue
thereafter until June 30, 2011 unless terminated early pursuant to Article 21
(Termination) of this Agreement.

     

    21.         TERMINATION

     

    This
Agreement may be terminated by either Party by giving thirty (30) calendar days’
prior written notice of termination to the other Party.

     

    22.         DISPUTE
RESOLUTION

     

    Any
dispute, controversy or claim arising out of or in connection with this
Agreement, or the breach, termination or invalidity thereof (hereinafter
referred to as “Dispute”), shall be settled by the Parties by means of good
faith negotiations. Where such good faith negotiations fail within thirty (30)
days following submission by one Party of a notice of a Dispute to the other
Party, the Dispute shall be finally settled by arbitration in accordance with
the Rules of the Arbitration Institute of the Stockholm Chamber of
Commerce.  The arbitral tribunal shall be composed of three (3)
arbitrators. The place of arbitration shall be Stockholm, Sweden. The language
to be used in the arbitral proceedings shall be English. The arbitration award
shall be final and binding upon the Parties, their successors and
assigns.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Agreement
for Ampoule Irradiation Testing between Thorium Power, Inc. and RRC “Kurchatov
Institute” as of  July 14, 2009

    
       

      
      

      Russian
Translation Omitted

       

    

    23.         MISCELLANEOUS

     

    23.1.           Independent Contractor
Status.  Kurchatov
Institute shall not be considered an employee of Thorium Power and shall not be
entitled to participate in or receive any benefits or rights as an employee of
Thorium Power under any employee benefit and welfare plans, including, without
limitation, employee insurance, pension, savings and security plans (each, a
“Plan”).  In addition, even if  Kurchatov Institute’s status
is ultimately recharacterized by a third party to constitute employee status,
Kurchatov Institute shall not be eligible to participate in or receive any
benefits or rights as an employee of Thorium Power under any Plan unless and
until Thorium Power consents to such eligibility in writing.  Without
limiting the generality of the foregoing, Kurchatov Institute shall not be
considered an employee of Thorium Power for purposes of any state or federal
laws relating to unemployment insurance, social security, workers compensation
or any regulations which may impute any obligation or liability to Thorium Power
reason of an employment relationship.  Kurchatov Institute agrees to
pay all income, payroll, and other taxes or levies imposed by any governmental
authority on any compensation that Kurchatov Institute receives under this
Agreement.  Kurchatov Institute shall indemnify, defend and hold
harmless Thorium Power and its officers and employees from and against any and
all losses, damages, liabilities, obligations, judgments, penalties, fines,
awards, costs, expenses and disbursements (including without limitation, the
costs, expenses and disbursements, as and when incurred, of investigating,
preparing or defending any claim, action, suit, proceeding or investigation)
suffered or incurred by Thorium Power as a result of any allegation that
Kurchatov Institute is an employee of Thorium Power by virtue of performing any
work for or on behalf of Thorium Power hereunder or otherwise.  This
Agreement shall not be construed as authority for Kurchatov Institute to act as
Thorium Power’s agent or in any other similar capacity, or to make commitments
of any kind for the account of or on behalf of Thorium Power, and Kurchatov
Institute shall not take any action suggesting otherwise.

     

    23.2.           Assignment.  Kurchatov
Institute recognizes that Thorium Power desires to obtain these services for the
reasons stated in the Recitals above, and that this Agreement is
non-transferable.  Therefore, Kurchatov Institute may not assign or
transfer this Agreement or any of its rights or obligations created hereunder,
by operation of law or otherwise, without the prior written consent of Thorium
Power.  

     

    24.         CONTRACT
CONSTRUCTION

     

    24.1.           Contract
Construction.  For purposes of contract construction, or
otherwise, this Agreement is the product of negotiation and neither Party to it
shall be deemed to be the drafter of this Agreement or any part
thereof.

     

    24.2.           Entire
Agreement.  Except as otherwise expressly set forth in this
Agreement, those documents expressly referred to herein, embody the complete
agreement and understanding among the Parties relating to the ampoule
irradiation testing work described herein, and cancels and supersedes any
related previous understanding or agreement, whether written or oral, with
respect to the subject matter hereof. Notwithstanding the foregoing and for the
avoidance of doubt, this Section 24.2 shall not apply to (i) any provisions of
the 2002 Agreement, as amended that, by their terms, survive the expiration and
termination of the 2002 Agreement, as provided in Section 19 thereof; and (ii)
any provisions of the 2007 Agreement  that, by their terms, survive
the expiration and termination of the 2007 Agreement, as provided in section 17
thereof.

     

    25.         LANGUAGE

     

    This
Agreement is made in English and Russian.  The English and the Russian
versions of this Agreement are deemed to be identical.  If there is
any inconsistency between the English version and the Russian version, the
English version shall prevail.

     

    [signature
page follows]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Agreement
for Ampoule Irradiation Testing between Thorium Power, Inc. and RRC “Kurchatov
Institute” as of  July 14, 2009

      


      Russian
Translation Omitted

       

      
        IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
and delivered by their duly authorized representatives:

         

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	      
                                      Thorium
      Power, Inc.

                                    	 	      
                                      RRC
      “Kurchatov Institute”

                                    	 
	 	 	 	 
	 	 	 	 	 	 
	By: 	
                                      /s/
      Andrey Mushakov    

                                    	 	By: 	
                                      /s/
      B.B. Chaivanov

                                    	 
	 	
                                       

                                    	 	 	
                                      Authorized
      Representative

                                    	 
	 	
                                       

                                    	 	 	
                                       

                                    	 
	Name:	 
      Andrey Mushakov	 	Name.:	 
      B.B. Chaivanov	 
	Title:	 
      Executive Vice President	 	Title: 	
                                       
      Deputy Director for Scientific Work - Head of Scientific and
      Technical Directorate 

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

        
           

          
            
               

            

            
               

              
                

              

            

            
               

            

          

           

        

      

    

    
      Agreement
for Ampoule irradiation testing between Thorium Power, Inc. and RRC “Kurchatov
Institute” with an effective date of  July 14, 2009

       

      
      

      Russian
Translation Omitted

    

    
 

    
      	
              Exhibit
      1

               

              STATEMENT
      OF WORK

               

               

            
	
              [REDACTED]

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      Agreement
for Ampoule irradiation testing between Thorium Power, Inc. and RRC “Kurchatov
Institute” with an effective date of  July 14, 2009

       

      
      

      Russian
Translation Omitted

    

    


    
      	
              Exhibit
      2

               

              Description
      of the Irradiation Testing Program Parameters and Testing
Data

               

              [REDACTED]

            


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Agreement
for Ampoule irradiation testing between Thorium Power, Inc. and RRC “Kurchatov
Institute” with an effective date of  July 14, 2009

       

      
      

      Russian
Translation Omitted



    
      	
              Exhibit
      3

               

              Assigned
      Technical Data relating to the Irradiation Testing Program

               

              [REDACTED]

            


    

    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Agreement
for Ampoule irradiation testing between Thorium Power, Inc. and RRC “Kurchatov
Institute” with an effective date of  July 14, 2009

       

      
      

      Russian
Translation Omitted



    Exhibit
4

    


    


    Acknowledgement

    I hereby acknowledge that Confidential
Information and Commercial Secret Information is being provided to [name of consultant or
subcontractor] pursuant to the terms and restrictions of the Agreement for Ampoule
irradiation testing by and between Thorium Power, Inc. and RRC “Kurchatov
Institute” as of July 14, 2009, and I agree not to use or reveal or
otherwise communicate to anyone any information disclosed to me by Kurchatov
Institute.  I hereby submit to the jurisdiction of the Stockholm
Chamber of Commerce for purposes of enforcement of this Agreement.

    


    
      	
              Dated:___________

            	
              Signature:
      _______________________

               

            
	 
      	
              Name:__________________________

               

            
	 
      	
              Company:  _______________________

               

            
	 
      	
              Address:
      ________________________

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      Agreement
for Ampoule irradiation testing between Thorium Power, Inc. and RRC “Kurchatov
Institute” with an effective date of  July 14, 2009

       

      
      

      Russian
Translation Omitted

    

    
 

    


    
      	
              Exhibit
      5

              Information
      and documentation relating to the Irradiation Testing Program accessible
      by Thorium Power or its representatives for audit purposes pursuant to
      Article 10 of this Agreement

               

              [REDACTED]

               

            


    

    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Agreement
for Ampoule irradiation testing between Thorium Power, Inc. and RRC “Kurchatov
Institute” with an effective date of  July 14, 2009

       

      
      

      Russian
Translation Omitted

    

    
 

    Exhibit
6

    The form
of protocol

    Quarterly
results for testing of trial blanket and seed rods in channels of the IR-8
research reactor

    


    [REDACTED]