INITIAL
      COLLABORATIVE AGREEMENT

                           

                        


                

              

            

          

        

      



    
      Dated
July 23rd
2009,

    

    


     

    


    Between:

    


    AREVA, a French public limited
company with a management board and supervisory board organized and existing
under the laws of France, with capital of 1,346,822,638 euros, registered under
N° 712 054 923 at the Paris Registry of Trade and Commerce, and whose registered
head-office address is 33, rue La Fayette, 75009 Paris Cedex, acting for itself
and in the name of its Affiliates represented by Mr. Patrick CHAMPALAUNE in his
capacity as Senior Vice President, Purchasing,

     

    hereinafter
referred to as “AREVA”

     on
the one hand,

    


    And,

    


    THORIUM POWER, a Nevada corporation, whose executive office address is 1600 Tyson's Blvd,
Suite 550 Mclean, VA 22102 USA, represented by Seth GRAE, in his capacity as President &
CEO

    


     hereinafter referred to as "THORIUM
POWER",

     on the other hand,

    


     

    Referred to hereafter individually as
"Party" and collectively as "Parties".

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Whereas, THORIUM POWER is developing a
thorium seed-blanket fuel assembly design for VVERs aimed at enhancing
proliferation-resistance and reducing the amount of waste to be disposed of
while maintaining competitive economics and ensuring increased safety
margins.

    


    Whereas, AREVA and THORIUM POWER have
started informal exchanges with each other in early 2009 to further investigate
various thorium fuel cycle options including one based on THORIUM POWER ’s fuel
assembly seed-blanket concept.  An informational meeting was held on February
10th 2009 followed by technical exchanges
and a more detailed scientific meeting on May 21-22nd 2009.

    


    Whereas, AREVA is interested in
assessing the potential of thorium in future fuel cycles and expressed – at the
May 22th meeting – its willingness to provide
THORIUM POWER with a consultancy agreement as a follow-up.

    


    Whereas, the general scope is to
investigate specific topics of thorium use in various reactor types and fuel
cycle options. The two phases of the project are :

    


    
      	
               
      

            	
              Phase 1 :

            	
              Study of Evolutionary Thorium Fuel
      Concepts for PWRs (see Scope of Work in Addendum I and agreed-upon during
      meeting on July 8th
  2009)

            


    

    


    
      	
               
      

            	
              Phase 2 :

            	
              Detailed study of evolutionary and
      longer-term thorium fuel concepts (Scope of Work not yet defined in detail
      and subject of discussion during execution of Phase
    1)

            


    

    


    Whereas, in this context, AREVA and
THORIUM POWER wish to set out in this INITIAL COLLABORATIVE
AGREEMENT, the basic
principles for the collaboration between AREVA and THORIUM POWER for the first
phase relating to the ‘Study of Evolutionary Thorium Fuel
Concepts for PWRs’.

    


    THEREFORE, it has been agreed as follows
:

    


    
      
        	
                1.

              	
                OBJECT
      OF THE INITIAL COLLABORATIVE
AGREEMENT

              


      

    

    


    For the purpose of the INITIAL
COLLABORATIVE AGREEMENT,

    


    “AREVA” shall means AREVA and AREVA
Affiliates

    


    “AREVA Affiliate” shall mean any
corporation or individual that controls or is controlled by or is under common
control with AREVA directly or through one or more Affiliates of at least fifty
percent of the shares of stock entitled to vote for the election of directors of
the maximum permitted by law or administrative action. Affiliate shall also
include any individual employed by and agents of such
Affiliate.

    


    The general objective is to investigate
specific topics of thorium fuel cycles in AREVA’s LWRs.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    The purpose of the INITIAL COLLABORATIVE
AGREEMENT is to perform the first phase providing initial general results
relating to evolutionary approaches to the use of thorium in AREVA’s LWRs, more
specifically within this Phase 1 in EPR-like PWRs.

    


    The performance of Phase 2, further
deepening some technical aspects, depends on the results of Phase 1.
Consequently, the Parties shall meet together in order to take the decision
concerning the implementation of the Phase 2.

    


    Phase 1 and Phase 2 will be conducted
with the intention of further collaborative agreements between AREVA and THORIUM
POWER in order to develop and set up new products and technologies related to
thorium fuel concepts. AREVA’s use of THORIUM POWER’s Background Knowledge
for commercial purposes or
any purpose other than set forth herein shall be separately negotiated on a royalty
principle.

    


    
      
        	
                2.

              	
                SCOPE
      OF WORK

              


      

    

    


    The scope of work of the INITIAL
COLLABORATIVE AGREEMENT will consist in Phase 1 only, as described in Addendum 1
hereto, relating to the
‘Study of Evolutionary
Thorium Fuel Concepts for PWRs’; provided, however, that the scope of work of
this INITIAL COLLABORATIVE AGREEMENT will not include work related to Task 1.6
of Addendum 1, which calls for THORIUM POWER to “Perform a
Preliminary Review of Thermal Hydraulic Characteristics and Fuel Behaviour for
the Selected Concepts for the EPR 18-month Equilibrium Cycle”.  If the Parties decide to
pursue Task 1.6 based on the results of Tasks 1.1-1.5, then the work on Task 1.6
shall commence only after the Parties have agreed on the specific scope and
price for Task 1.6 in a subsequent order for work or through an amendment to the
initial order for work.

     

    
      
        	
                3.

              	
                FINANCIAL
      CONDITIONS

              


      

    

    


    
      
        	
                3.1.

              	
                The total amount of the
      Professional Fee for the first phase (including only Tasks 1.1 through
      1.5, excluding the expenses mentioned in Section 3.3) is
  :

              


      

    

    


    550 000 USD (five hundred fifty
thousands US-Dollars)

    


     

    The price is defined in Addendum
I.

     

    
      
        	
                3.2.

              	
                Prices mentioned in this INITIAL
      COLLABORATIVE AGREEMENT are exclusive of Value Added tax (VAT) which may
      be levied in France and collected by THORIUM POWER in
      accordance with the applicable laws. If applicable, such tax shall be
      added to the contract price at a rate and at the time when it becomes
      payable in accordance with the applicable laws of France at the date of
      invoicing.

              


      

       

    

    Prices mentioned in this INITIAL
COLLABORATIVE AGREEMENT are inclusive of any other taxes, duties, levies, dues
which may be levied by any tax authorities in the USA, in France or in any other country on THORIUM
POWER and on THORIUM POWER’s personnel, including but not restricted to customs
duties, sales tax and any taxes on income. Such taxes, duties, levies, dues
shall be borne by THORIUM POWER or by THORIUM POWER’s
personnel.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    The invoices issued by THORIUM POWER in
return for the delivery of the Services shall be sent in duplicate, one original
and a copy, to the address below:

    


     AREVA

    Comptabilité
fournisseur

    Tour AREVA

    1 place Jean Millier

    92 084 Paris La Défense

    


    In addition to the compulsory legal
details, it is essential that the invoices include the references of the
Contract. AREVA reserves the right to suspend the payment of any invoice which
does not meet these requirements.

    


    Payment is made by AREVA by bank
transfer within sixty (60)
days, of the date of issue
of the correct invoice.

    


    The invoice shall be deemed to have been issued on the fifth
calendar day prior to its receipt by Areva if the delay between its date of issue and its
date of receipt by AREVA is more than five (5) calendar
days.

     

    In case of late payment, the penalties
applicable to AREVA shall be equal to three (3) times the
legal rate of interest per day of delay. The penalties will apply from the day
immediately following the due date to the day on which actual payment is
actually received by THORIUM POWER.

     

    
      
        	
                3.3.

              	
                AREVA will also reimburse THORIUM
      POWER for any reasonable out of pocket expenses properly incurred by
      THORIUM POWER or its agents or subcontractors and directly attributable to
      the provision of the services described in Appendix 1 hereto, including,
      without limitation, travel, subsistence and other expenses directly
      attributable to the provision of such services, provided however that such
      expenses shall not exceed twenty percent (20%) of the Professional Fee
      earned by THORIUM POWER on a rolling, cumulative basis without the prior
      written approval of AREVA.  For the avoidance of doubt, expenses
      shall not include general overhead of THORIUM POWER or any professional
      fees paid to agents or subcontractors of THORIUM POWER.  The
      expenses shall be billed to AREVA at cost without any administrative
      charge, and in accordance with the procedure set forth in Section 3.2
      above. THORIUM POWER shall provide the proof of such out of pocket
      expenses by attaching copy of these to the invoices sent to
      AREVA.

              


      

    

     

    
      
        	
                4.

              	
                NEGOTIATION
      SCHEDULE

              


      

    

    


    The Parties acknowledge their common
intent is to (i) perform in good faith the negotiation, and (ii) to use a
reasonable level of best efforts to sign a CONSULTANCY AGREEMENT providing the financial schedule of this INITIAL
COLLABORATIVE AGREEMENT by JULY 31, 2009 at the latest.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      
        	
                5.

              	
                FORCE
      MAJEURE

              


      

    

    


    Neither Party shall be liable for
failure to fulfil their obligations if and insofar as this failure is due to a
case of force majeure as this concept is defined in French
law.

     

    The Party which invokes the case of
force majeure must inform the other Party of this, without delay, by registered
letter with acknowledgement of receipt, specifying the reasons, foreseeable
consequences and their probable duration. It shall take all the necessary
measures to limit the consequences in case of force majeure.

     

    Failing agreement on the measures to be
taken and should this case of force majeure last more than twenty (20) days as
of the serving of notice, the Party to whom this case of force majeure is
opposed shall be entitled to cancel the INITIAL COLLABORATIVE AGREEMENT, without
the other Party being able to claim any additional
compensation.

     

    
      
        	
                6.

              	
                GOVERNING
      LAW AND ARBITRATION

              


      

    

    


    
      
        	
                6.1.

              	
                This INITIAL COLLABORATIVE
      AGREEMENT is subject to and will be interpreted in conformity with the
      French Law.

              


      

    

    


    
      
        	
                6.2.

              	
                In the event of any dispute
      arising out of or in connection with this INITIAL COLLABORATIVE AGREEMENT,
      the Parties agree to submit the matter to settlement proceedings under the
      International Chamber of Commerce rules by three (3) arbitrators appointed
      in accordance with the said rules of Arbitration. The seat of the Court of
      Arbitration will be Paris, France. The language of arbitration will
      be the English
language.

              


      

    

    


    All arbitration awards shall be final
and binding for both Parties and both Parties agree to be bound thereby and
shall act accordingly.

    


    
      
        	
                7.

              	
                ENTRY
      INTO EFFECT – DURATION

              


      

    

    


    This INITIAL COLLABORATIVE AGREEMENT
will enter into effect and be binding upon the Parties, once signed by the duly
authorized representatives of both Parties, on the Effective Date and will
remain in effect until the AGREEMENT is signed.  If no AGEEMENT is
entered into, this INITIAL COLLABORATIVE AGREEMENT shall remain in effect until
completion of the scope of work contained in Addendum 1 hereto by THORIUM
POWER.

    


    Upon receipt of written notice by either
Party of the other Party’s breach of the material terms of this INITIAL
COLLABORATIVE AGREEMENT, which notice shall specifically describe the claim of
breach, the breaching Party shall have ten (10) business days from the receipt
of the notice of breach (the “Cure
Period”) to cure such
breach.  Upon the failure to cure such breach within the Cure Period,
the noticing Party may, at its option, terminate this INITIAL COLLABORATIVE
AGREEMENT.  Notwithstanding the foregoing, if the breaching Party
cures such lack of performance after the Cure Period and prior to termination by
the noticing Party, the noticing Party shall not be entitled to terminate the
INITIAL COLLABORATIVE AGREEMENT in accordance with this Article
7.  Termination in accordance with this Article 7 shall be without
prejudice to the accrued rights and obligations of the parties accrued as of the
date of termination.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      
        	
                8.

              	
                CONFIDENTIALITY

              


      

    

    


    This Article 8 is in addition to
those certain Confidentiality and
Non-Disclosure Agreements between the Parties dated as of January
7th, 2009 and June 11, 2009.

    


    Except as provided below, the Parties
agree that the terms of this INITIAL COLLABORATIVE AGREEMENT and any information
in connection herewith (whether written or oral) (“Information”) which is
disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”)
shall be kept confidential by the Receiving Party and shall not be disclosed to
a third party without the prior written consent of the Disclosing
Party.

    


    The obligations of confidentiality set
out in this Article 8 shall survive the expiration of this INITIAL COLLABORATIVE
AGREEMENT and shall subsist for a period of ten (10) years thereafter in the
event the AGREEMENT is not signed.

    


    Notwithstanding the foregoing, the
Receiving Party shall have no obligation of confidentiality with respect to any
information disclosed by the other Party that:

    


    
      	
              a.  

            	
              is now in the public domain or
      subsequently enters the public domain without fault or negligence on the
      part of the Receiving Party, its employees, or its affiliates ;
      or

            


    

    
      	
              b.  

            	
              can be demonstrated by
      documentation or other competent proof to have been in the Receiving
      Party’s possession prior to disclosure by the Disclosing Party;
      or

            


    

    
      	
              c.  

            	
              is properly received by the
      Receiving Party from a third party with a valid legal right to disclose
      such information and such third party is not under confidentiality
      agreement to the Disclosing Party;
or

            


    

    
      	
              d.  

            	
              is required to be disclosed
      pursuant to any order of a court having jurisdiction or any lawful action
      of a government or regulatory agency;
  

            


    

    
      	
              e.  

            	
              is required to be disclosed by
      applicable law or stock exchange rule;
  or

            


    

    
      	
              f.  

            	
              the Receiving Party’s employees
      who have no knowledge of the disclosing party’s confidential information
      subsequently develop such information
  independently.

            


    

    


    
      
        	
                9.

              	
                INTELLECTUAL
      PROPERTY

              


      

    

    


    9.1 - Background
Knowledge

    « Background Knowledge » shall mean all
knowledge, documents, know-how, software, data, specifications, plans,
processes, and more generally all information, whatever its form, as well as all
intellectual property rights (such as but not limited to patents, designs,
copyright), which a Party
owned prior to the effective date of the order for work to be performed by
THORIUM POWER pursuant to a scope of work (an “Order”) or which have been
developed or acquired later by such Party independently from any performance of
the Order.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    9.1.1 - AREVA’s Background
Knowledge

    AREVA’s Background Knowledge provided to
THORIUM POWER in order for THORIUM POWER to perform the Order shall remain the
property of AREVA.

    AREVA shall authorize THORIUM POWER and
its potential subcontractors, to the exclusion of any other third party, to use
its Background Knowledge for the sole purpose of performing the
Order.

    


    THORIUM POWER undertakes to respect
AREVA’s Background Knowledge by (i) not copying or reproducing by any means or
under any form whatsoever such Background Knowledge in all or in
part except as may be
necessary in order to perform the Order and/or (ii) not using it for any other
purpose than the one strictly necessary to the performance of the Order and only
until such Order remains valid. Consequently, THORIUM POWER (i) undertakes not
to use AREVA’s Background Knowledge after the expiration or termination date of
the Order and (ii) vouches for the respect of the present Article by any of its
potential subcontractors.

    


    9.1.2 – THORIUM POWER’s Background
Knowledge

    THORIUM POWER’s Background Knowledge
provided to AREVA in the course of the performance of the Order shall remain the
property of THORIUM POWER. THORIUM POWER shall list with the Final Report all
patents, designs and copyrights necessary for AREVA in order to expoit the
Results; provided, however,
that such listing of patents, designs and copyrights shall not transfer to AREVA
in and of itself any ownership of interest in such intellectual
property.

    


    THORIUM POWER shall authorize AREVA to
use its Background Knowledge for the sole purpose of verifying and evaluating
the Results to determine the scope of further collaborative
agreements.

    


    AREVA undertakes to respect THORIUM
POWER’S Background Knowledge by (i) not copying or reproducing by any means or
under any form whatsoever such Background Knowledge in all or in part and/or
(ii) not using it for any other purpose than the one strictly necessary to the
performance of the Order and only until such Order remains valid. Consequently,
AREVA undertakes not to use THORIUM POWER’s Background Knowledge after the
expiration or termination date of the Order, except to the extent such use
relates to the Results.

    


    Acceptance of the Order by THORIUM POWER
implies the granting to
AREVA of a non exclusive right of use on its Background Knowledge necessary to
use the Results, as relating to AREVA’s LWRs only, either commercially or not,
including for research purposes, for AREVA’s activities. Such licence shall be
granted worldwide, and for the duration of the legal period of protection of the
abovementioned intellectual property rights or, when regarding know-how, as long
as such know-how is not in the public domain.

    


    The financial consideration for such
licence shall be a lump sum which is already included in the price of the
Order.

    


    9.2 - Results

    « Results » shall mean all knowledge,
information or results, whether patentable or not, methods, know-how, data,
software, and any document (such as but not limited to data bases or any other
kind of data gathering, all reports, plans, drawings, specifications, processes)
whatever their media (specifically paper or digital technology) and which have
been created or generated during performance of the Order or included in the
Deliverables.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    9.2.1 – Principle

    THORIUM POWER assigns to AREVA, for its
sole benefit, any and all parts of the Results as well as the intellectual
property rights attached hereto, solely to the extent that such Results and
intellectual property rights as relating to AREVA’s LWRs only, as
their production goes along.  THORIUM POWER shall have full ownership
of any Results and intellectual property rights arising from the work performed
for reactors other than AREVA’s LWRs.  For the
avoidance of doubt, THORIUM POWER shall retain full ownership of any Results and
intellectual property rights for the work performed for Russian VVER-type
reactors.

    


    No public communication about the
Results as relating to
AREVA’s LWRs may be made by THORIUM POWER without the prior’s written consent of
AREVA.

     

    The price of the Order comprises the
lump sum price of abovementioned assignment to AREVA of the Results as well as
of intellectual property rights attached hereto as relating to AREVA’s
LWRs.  AREVA shall thus be free to use such Results as it wishes and
to decide upon the appropriateness and choice of any legal protection to be
implemented regarding said Results.  THORIUM POWER undertakes not to
restrain the use of such Results by AREVA and specifically through any
intellectual property right.

    


    9.2.2 - Author’s Rights
–

    If the Results comprise, in all or in
part, creations which are subject to protection by author’s rights, then all
such creations which are made in performing the Order or included in the
Deliverables (hereinafter referred to as “Creations”), as relating to AREVA’s LWRs, shall be the
exclusive property of AREVA, the transfer of ownership being implemented as soon
as each Creation comes into existence.  Creations related to reactors
other than AREVA’s LWRs shall be the exclusive property of THORIUM
POWER.  For the avoidance of doubt, Creations related to Russian
VVER-type reactors shall be the exclusive property of THORIUM
POWER.

    Therefore, THORIUM POWER, which
acknowledges being the author of the Creations, or at least the assignee of the
author’s rights on said Creations, assigns to AREVA all intellectual property
rights on Creations relating to AREVA’s LWRs, except THORIUM POWER’s moral right
hereon, regardless of the considered work, including individual work,
collaboration work (developed together with THORIUM POWER’s employees) or
collective work and for any and all use means, especially those described as
follows:

    


    a) The exclusive right to reproduce
without any limitation on number, digitize, duplicate, print, record in all or
in part each Creation relating to AREVA’s LWRs, for whatever reason and in any
manner, specifically by any technical process, upon any medium known or yet to
be known at the time of execution of the Order and in any
format;

    


    b) The right to translate, which
includes the right to establish any version or have such established, in the
French language or any foreign language, on all or part of each such Creation
relating to AREVA’s LWRs;

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    c) The right to adapt, arrange, modify,
correct errors and the right for AREVA to alter or have any third party alter
each such Creation relating to AREVA’s LWRs in all or in part, whether in
writing, orally, through data communication, digitally, etc. and for any kind of
use ;

    


    d) The exclusive rights to publish,
broadcast, edit and re-edit without any limitation on the number of editions.
Such rights shall include the right to photocopy and all derivative rights
thereof, to commercialize, grant or assign the rights of use, the right to rent
and lend copies of each
Creation relating to AREVA’s LWRs in its original version or any adapted,
arranged, modified, corrected, altered or translated version, either free of
charge or against payment;

    


    e) The exclusive right to represent,
exhibit, display, broadcast and use all or part of each Creation relating to AREVA’s LWRs in its original version or
any adapted, arranged, modified, corrected, altered or translated version,
through any means of communication to the public known to this day and
specifically through public reciting, television broadcasting, broadcasting,
satellite transmission, initial or secondary cable television, active or
passive, though public screening, disclosure in a public area, digital
disclosure on line or on a media, public presentation and any other
means;

    


    f) The right to use, monitor and service
the Creations relating to AREVA’s LWRs;

    


    g) The right to integrate in all or in
part, with or without any modifications, the Creations;

    


    h) The right to reverse engineering the
Creations relating to AREVA’s LWRs.

    


    AREVA shall be entitled to a worldwide
use of the aforementioned rights for commercial or non-commercial purposes for
its own activities and for as long as the legal protection of said rights shall
last (and without any limitation of any kind regarding edition, broadcasting,
rerun or use).

    


    THORIUM POWER transfers to AREVA all
property rights on the material form of Creations relating to AREVA’s LWRs,
allowing their copy in great numbers and their adaptation.

    


    AREVA shall be entitled to retrocede by
any means, specifically by a transfer, license, or any other legal means, all or
part of the acquired intellectual property relating to AREVA’s LWRs rights to
any third party it may chose.

    


    The payment linked to the transfer of
intellectual rights as defined in the present Section is expressly included in
the price of the Order.

    


    9.2.3 - Third parties’ intellectual
property rights

    In the event that THORIUM POWER desires,
in its sole discretion, to obtain third party intellectual property rights for
the performance of the
Order, THORIUM POWER undertakes to obtain from said third parties an assignment
or a license upon such rights of use on aforementioned intellectual property
rights to its own benefit with a right to sublicense to
AREVA.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    This assignment/licence shall be
assigned/granted to AREVA for any and all use, for commercial or non commercial
purposes, including research purposes, for its own activities, worldwide, and
for as long as aforementioned rights shall be legally protected or, regarding
know-how, until such know-how is in the public domain.

    


    As regards the transfer of author’s
economic rights owned by third parties on the Creations, its length and details
shall be in conformity with the terms and conditions of Article 9.2.2
above.

    


    The payment for such assignment or
license is expressly included in the price of the Order.

    


    9.2.4 - Specific case regarding
employees

    a) Subrogation in employees’
rights

    The following terms shall apply to
inventions and data bases, such list not being restrictive, made by employees of
THORIUM POWER throughout the performance of the Order (“employees” shall mean
any natural person working under the authority of the Supplier or on behalf of
the latter). THORIUM POWER shall have its potential subcontractors comply with
the same undertakings towards their own employees as set forth in the present
Article.

    THORIUM POWER  undertakes to
explicitly ascribe to its employees the carrying out of the studies, research
and developments as necessary for the performance of the Order so as to allow
the automatic devolution of the rights of said employees to THORIUM POWER, and
thereafter to AREVA.

    


    THORIUM POWER shall be responsible for
the payment of any potential additional pay due to its employees
inventors.

    


    THORIUM POWER vouches for the
performance by its employees of all formalities, such as the signing of a power
of attorney, deed of transfer or declarations, as necessary for AREVA to legally
protect the Results.

    


    b) Transfer of employees’ author’s
rights to THORIUM POWER

    


    In order to allow the transfer of
author’s rights THORIUM POWER undertakes to have the author’s economic rights of
its employees who are the authors of Creations and/or of drawings and patterns,
within the limit of their moral rights, assigned to it under the terms and
conditions of Article 9.2.2.

    


    9.3 - Warranties

    THORIUM POWER warrants that it owns or
is the assignee of all intellectual property rights attached to the Results and
to any Background Knowledge upon which AREVA has been granted a license as per
Article 9.1.2, specifically of copyrights of the various performers of the
Results, whether they are employees or third parties such as
subcontractors.

    


    THORIUM POWER warrants that the Results
do not infringe any existing intellectual property rights of a third party or an
employee of THORIUM POWER or of any of its subcontractors.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Consequently, THORIUM POWER shall hold
AREVA harmless against any claim or action by the beneficiary (third party,
THORIUM POWER’s employee or subcontractor) or THORIUM POWER itself regarding the
ownership and/or the use of any intellectual property right or private and
personal rights linked to the Results, and shall indemnify AREVA against any
costs, damages, attorney’s fees and expenses which might be incurred as a
consequence thereof. THORIUM POWER shall assist AREVA in the event of any action
brought against the latter with respect to any alleged infringement of
intellectual property rights or private and personal rights linked to the
Results. Moreover, should such claim or action be successful, THORIUM POWER
shall be responsible for obtaining from such third party, or subcontractor, at
no cost to AREVA, a transfer, license or sublicense of the concerned
intellectual property right or the authorization to use the private and personal
rights from the third party or the employee and for paying the corresponding
fees or royalties in order to ensure compliance with the Order and the peaceful
use of the Results by AREVA, failing what, and with the prior consent of AREVA,
THORIUM POWER shall modify the Results. If such modification is not conceivable,
AREVA shall be entitled to terminate as of right the Order with an immediate
effect, notwithstanding damages which AREVA could claim against THORIUM
POWER.

    


    THORIUM POWER shall warrant AREVA in the
same way regarding Background Knowledge licensed under Article
9.1.2.

    


    9.4 - Disclaimer of
Warranties.

    Except as expressly set fort herein,
neither Party makes, and each Party specifically disclaims all representations
and warranties, express or implied, including but not limited to, implied
warranties of merchantibility, fitness for a particular purpose,
non-infringement, and arising from course of dealing or course of performance.
Neither party warrants to the other the accuracy, timeliness, completeness or
adequacy of the products and services offered by that Party, and neither Party
shall be liable to the other with respect to any actual or alleged inaccuracy,
untimeliness, incompleteness of inadequacy, of that Party’s products unless
caused by the gross negligence or willful misconduct of that Party. Neither
Party shall make any stratement respecting the products and services of the
other that is contradictory or inconsistent with these
disclaimers.

    


    9.5 – Limitation of
Liability

    Anything in this agreement tot the
contrary notwithstanding, in no event shall either party have any liability to
the other Party or any other person for consequential, incidental, punitive,
exemplary or special damages (including lost profits, data and revenues) arising
out of or in any manner in connection with this agreement, the performance of
breach hereof or the subject matter hereof, regardless of the for of action
(including negligence or strict liability) and wheter or no the other Party has
been adivsed of, or otherwise might have anticipated the possibility of such
damages.

    


    In no event shall THORIUM POWER have any
monetary liability to AREVA, arising persuant to this Initial Collaboration
Agreement in excess of amounts actually paid to THORIUM POWER
hereunder.

    


    
      
        
        

      

      
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              10

            	
              MISCELLANEOUS

            


    

    


    
      	
              10.1

            	
              Each Party shall bear its own
      expenses in connection with the execution of this INITIAL COLLABORATIVE
      AGREEMENT.

            


    

    


    
      
        	
                10.2

              	
                The Parties acknowledge and agree
      that by signing this INITIAL COLLABORATIVE AGREEMENT they comply and shall
      comply with all relevant laws, rules and regulations, in the operation or
      performance of obligations under this INITIAL COLLABORATIVE
      AGREEMENT.

              


      

    

    


    IN WITNESS WHEREOF
the Parties have executed
this INITIAL COLLABORATIVE AGREEMENT in two originals as of the day and year
written above.

     

     

     

    
      	On
      this day of July 23rd  2009	On
      this day of July 23rd  2009
	 	 
	
              ON BEHALF OF
      AREVA

            	
              ON BEHALF OF THORIUM
      POWER

            
	 	 
	 	 
	 	 
	 	 
	 	 
	
              Patrick
      CHAMPALAUNE

            	
              Seth
      GRAE,

            
	
              Senior
      Vice President, Purchasing

            	
              President &
      CEO

            


    

    


    
      
        
        

      

      
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