Unassociated Document


    


    August
3, 2009

     

    
      

    

    COLLABORATION
FRAMEWORK AGREEMENT

    


    This
collaboration Framework agreement (hereinafter referred to as the Agreement) is
made on and shall be effective as of August 3, 2009, by and 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 its Affiliates represented by Mr. Patrick
Champalaune in his capacity as Vice President Purchasing,

     

    hereinafter
referred to as “AREVA”

    


     on
the one hand,

    


    And,

    


    THORIUM
POWER, LTD., a Nevada corporation, whose executive office address is 1600 Tysons
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 a “Party” and collectively as the
“Parties.”

    


    RECITALS

    


    Whereas,
THORIUM POWER has an expertise in 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 information
meeting was held on February 10th 2009
followed by technical exchanges and a more detailed scientific meeting took
place on May 21-22nd 2009
(at THORIUM POWER’s offices).


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    Whereas,
AREVA and THORIUM POWER have agreed to conduct at least a Phase 1 and a Phase 2
for Investigation of Specific Topics of Thorium Use in Various Reactor and Fuel
Cycle Options (hereinafter referred to as “Preliminary Phases”) as stated in the
Initial Collaboration Agreement signed by the Parties on July 22,
2009.

    


    AREVA and
THORIUM POWER have decided to anticipate the terms and conditions of the
collaborations that should follow the Preliminary Phases by entering into a
Collaboration Framework Agreement.

    


    This
Collaboration Framework Agreement aims at investigating the market potential for
thorium use in future nuclear power plants specifically with a view on assessing
the potential to deploy evolutionary and seed-blanket thorium fuel assemblies in
LWRs valorising both AREVA’s and THORIUM POWER’s background and foreground
knowledge. As part of such potential future deployment, AREVA and THORIUM POWER
will also investigate the conditions of Access rights to THORIUM POWER’s
background and foreground that will be needed by AREVA to use its own
Foreground.

    


    Considering
the above the Parties agree the following terms and conditions.

     

    
      	
              1.

            	
              DEFINITIONS

            


    

     

    
      	
               
      

            	
              1.1.

            	
              "Access rights" means
      licences and user rights with respect to Foreground or
      Background.

            


    

     

    
      	
               
      

            	
              1.2.

            	
              “Affiliate” means any
      person (any individual, corporation, limited liability company,
      partnership, joint venture, association, joint stock company, trust,
      unincorporated organization, or any government agency, government or
      political subdivision thereof) that, directly or indirectly, controls, is
      controlled by or is under common control by a Party.  “Control”
      shall be deemed to exist where a person owns or holds, directly or
      indirectly, a 50% or greater beneficial equity interest in another
      person.

            


    

     

    
      	
               
      

            	
              1.3.

            	
              “Approved Project Plan”
      means a Project Plan that is approved by the Steering
      Committee.

            


    

     

    
      	
               
      

            	
              1.4.

            	
              “AREVA” means AREVA
      and AREVA Affiliates.

            


    

     

    
      	
               
      

            	
              1.5.

            	
              “AREVA Material” means
      Material that AREVA has supplied to THORIUM POWER or has made available
      for a Collaboration Project according to an Approved Project Plan under
      this Agreement.

            


    

     

    
      	
               
      

            	
              1.6.

            	
              “Background” means IPR
      held directly or indirectly by the Parties prior to their agreement to a
      given Collaboration Project which is needed for carrying out a
      Collaboration Project or for using the Foreground.  The
      Background dedicated to a specific Collaboration Project shall be limited
      to the elements listed expressly in the Approved Project
    Plan.

            


    

     

    
      	
               
      

            	
              1.7.

            	
              “Collaboration” means any
      and all research and development activities in the field of Thorium fuel,
      whether carried out jointly or separately by the Parties, under this
      Agreement.

            


    

     

    
      	
               
      

            	
              1.8.

            	
              “Collaboration Project”
      means a project within the Collaboration that is approved by the Steering
      Committee.

            


    

     

    
      	
               
      

            	
              1.9.

            	
              “Confidential
      Information” means know-how, scientific, technical, commercial and
      strategic information and all other information that is identified in
      writing at the time of its disclosure as confidential by the Party
      disclosing it or that a reasonable person would understand under the
      circumstances to be of a confidential nature, and which is disclosed by a
      Party or on behalf of a Party to the other Party in connection with this
      Agreement.

            


    

     

    
      
         


      

      
        2/17

        
          

        

      

      
         


      

    

     

    
      	
            	
              1.10.

            	
              “Foreground” means the
      results, including without limitation information, materials and
      knowledge, generated in a given Collaboration Project, whether or not they
      can be protected by an IPR.  Results generated outside a
      Collaboration Project before, after or in parallel with the Collaboration
      Project do not constitute
Foreground.

            


    

     

    
      	
            	
              1.11.

            	
              “Intellectual Property
      Right” or
      “IPR” means patents, any extensions of patents, petty patents,
      utility models, registered designs, trade marks, service marks,
      applications for any of the foregoing (including, but not limited to,
      continuations, continuations-in-part and divisional applications), the
      right to apply for any of the foregoing, copyrights, design rights,
      database rights, software, codes, publication rights, rights in know-how,
      trade secrets and Confidential Information and all other forms of
      intellectual property right having equivalent or similar effect to any of
      the foregoing which may exist anywhere in the
  world.

            


    

     

    
      	
            	
              1.12.

            	
              “Material” means
      material, such as equipment, software, instruments, systems, devices,
      media, methods, databases, samples and prototypes, provided by a Party to
      the other Party in connection with a Collaboration
  Project.

            


    

     

    
      	
            	
              1.13.

            	
              “Product” means any
      equipment, software, instrument, system, device, media or method that is
      developed by the Parties during the course of a Collaboration
      Project.

            


    

     

    
      	
            	
              1.14.

            	
              “Project Data” means any
      data in printed or digital form generated during the course of, and as a
      result of, the Parties, jointly or solely, performing a Collaboration
      Project.

            


    

     

    
      	
            	
              1.15.

            	
              “Project Plan” means a
      written plan that defines the joint research and development activities
      contemplated by the Parties, including without limitation technological
      goals, tentative specifications, funding, milestones, resources needed
      from each Party, identification of Background, any Reserved Fields and the
      royalties associated with the use of Foreground by the Parties and for the
      production use of Background in connection with the
      Foreground.  Project Plans are attached hereto as Annexes 1, 2,
      3 and so forth.

            


    

     

    
      	
            	
              1.16.

            	
              “Reserved Field“ means a
      technical field granted to a Party as specified in an Approved Project
      Plan.  Any Foreground belonging to such Reserved Field shall be
      exclusively assigned to said Party.  Each Reserved Field shall
      be limited to the elements listed expressly in the Approved Project Plan,
      which shall prevail in case of conflict with terms and conditions of this
      agreement.

            


    

     

    
      	
            	
              1.17.

            	
              “Steering Committee”
      means the committee set up by the Parties composed of an equal number of
      authorized representatives of AREVA and THORIUM POWER that will supervise
      and monitor the Collaboration as set forth in Section 4 (Reporting and
      Management).

            


    

     

    
      	
            	
              1.18.

            	
              “Submitting Party” mean
      the Party that submits a proposal for a Project Plan to the Steering
      Committee.

            


    

     

    
      	
            	
              1.19.

            	
              “THORIUM POWER Material”
      means Material that THORIUM POWER has supplied to AREVA or has made
      available for a Collaboration Project according to an Approved Project
      Plan under this Agreement.

            


    

     

    
      	
            	
              1.20.

            	
              “Use” means the direct or
      indirect utilisation of Foreground or Background in further research
      activities, including but not limited to contract research, or for
      developing, creating and marketing a product or process, or for creating
      and providing a service.

            


    

     

    
      
         


      

      
        3/17

        
          

        

      

      
         


      

    

     

    
      	
              2.

            	
              SCOPE
      OF AGREEMENT

            


    

     

    Following
the completion of the Preliminary Phases, AREVA and THORIUM POWER shall jointly
investigate the potential use of thorium in AREVA’s LWRs and future reactor
designs under study by AREVA and will undertake collaborative research and
development activities aimed at deploying a thorium business.

    


    
      	
               
      

            	
              2.1.

            	
              At
      least twice a year, AREVA and THORIUM POWER shall mutually agree on the
      detailed tasks and planning to be performed under any Collaboration
      Project.  An outline plan of those Collaboration Projects that
      are included in the Collaboration will be developed as Project Plans
      through the Steering Committee as more closely set forth in Section 4
      (Reporting and Management) of this Agreement or through other
      communications executed by both
Parties.

            


    

     

    
      	
               
      

            	
              2.2.

            	
              All
      research and development activities carried out by the Parties under each
      Collaboration Project will be governed by this Agreement and the terms
      specified in an Approved Project Plan.  In case of any
      discrepancies between this Agreement and the Approved Project Plan, the
      terms of the Approved Project Plan shall prevail, unless otherwise
      expressly agreed.

            


    

     

    
      	
              3.

            	
              OBLIGATIONS
      OF THE PARTIES

            


    

     

    
      	
               
      

            	
              3.1.

            	
              During
      the term of this Agreement and subject to the confidentiality provisions
      as set out in Clause 10 (Confidentiality), the Parties will disclose to
      each other the Background and Confidential Information that the respective
      receiving Party requires in order to perform its tasks according to the
      respective Approved Project Plan.

            


    

     

    
      	
               
      

            	
              3.2.

            	
              As
      far as THORIUM POWER’s costs are not paid by AREVA and if not otherwise
      agreed, each of the Parties shall bear its own costs (such as but not
      limited to equipment, materials, personnel costs etc.) in connection with
      the Collaboration.

            


    

     

    
      	
              4.

            	
              REPORTING
      AND MANAGEMENT

            


    

     

    
      	
            	
              4.1.

            	
              Steering
      Committee.  The Parties will establish a Steering
      Committee which will consist of two employees from each Party to perform
      the tasks set forth herein.  Each party shall appoint one member
      as a contact person.  The Steering Committee will consist of
      members who are empowered to make scientific and/or technical decisions
      and to allocate the resources required to implement the Collaboration
      Projects.

            


    

     

    
      	
            	
              4.2.

            	
              Selection of Collaboration
      Projects.  The Steering Committee will meet at least
      twice a year to review and approve Project Plans and, if necessary, revise
      Approved Project Plans and to review the results of past Collaboration
      Projects and vote on which Collaboration Projects to work on during the
      next period or whenever requested by either
  Party.

            


    

     

    
      	
            	
              4.3.

            	
              Voting.  Each
      Party shall have one vote on the Steering Committee (regardless of the
      number of employees from each Party participating in the Steering
      Committee).  Mutual consent will be required in order to approve
      a Project Plan and to reach any other Steering Committee
      agreement.  An Approved Project Plan may be revised upon mutual
      consent only.

            


    

     

    
      	
            	
              4.4.

            	
              Minutes.  Minutes
      shall be taken of all Steering Committee meetings, irrespective of whether
      such meetings are held by telephone or by other means and each Party shall
      review and approve of the accuracy of such
  minutes.

            


    

     

    
      
         


      

      
        4/17

        
          

        

      

      
         


      

    

     

    
      	
            	
              4.5.

            	
              Collaboration Project
      Management.  The Steering Committee will have overall
      responsibility for managing the Collaboration Projects and may appoint
      project managers from both Parties for day-to-day management of the
      Collaboration Projects ("Project Managers").  Project Managers
      shall organize project meetings for reporting and planning purposes on a
      regular basis. Such meetings are to be attended by appropriate individuals
      from both THORIUM POWER and AREVA.

            


    

     

    
      	
            	
              4.6.

            	
              Project Plan
      Proposals.  Each Party, in its sole discretion, may
      choose to submit a Project Plan to the Steering Committee for
      review.  The Steering Committee will convene a meeting to review
      new Project Plans within one month of submission, either in person or by
      telephone.  The Steering Committee will review the Project Plans
      and decide whether to accept or reject the Project Plan as a Collaboration
      Project.

            


    

     

    
      	
            	
              4.7.

            	
              Withdrawal.  A
      submitting Party may withdraw a Project Plan from consideration by the
      Steering Committee at any time up to approval of the Project Plan by the
      Steering Committee upon written notice to the other
      Party.  After the Steering Committee has approved a Project
      Plan, the Collaboration Project described in such Approved Project Plan
      may only be terminated in accordance with the provisions of Section 4.11
      (Termination of Collaboration
Projects).

            


    

     

    
      	
            	
              4.8.

            	
              Legal
      Effect.  Any Approved Project Plan takes legal effect
      only when it is mentioned and annexed as an Approved Project Plan in the
      reviewed and approved Minutes of a Steering Committee
      meeting.  Any amendment on an Approved Project Plan shall be
      done according to the terms and conditions as set forth on Section 17.2
      (Amendments) of this Agreement.

            


    

     

    
      	
            	
              4.9.

            	
              Milestones and
      Funding.  An Approved Project Plan will include
      milestones and identify funding and resources from each Party required to
      complete the Collaboration Project.  Funding may be provided on
      a fixed-sum basis or as a reimbursement on a time and materials
      basis.

            


    

     

    
      	
            	
              4.10.

            	
              Background.  An
      Approved Project Plan shall identify Background of each Party that the
      other Party requires in order to perform its tasks according to the
      Approved Project Plan.  The Approved Project Plan shall also
      identify any Background that the Parties anticipate will be required to
      Use the Foreground that the Parties anticipate that may be developed in
      the course of the Collaboration Project, together with the royalties that
      will be payable for Use of the Background in connection with the Use of
      the Foreground.

            


    

     

    
      	
            	
              4.11.

            	
              Termination of Collaboration
      Projects.

            


    

     

    
      	
            	
              4.11.1.

            	
              In
      the event one Party fails to (i) provide the resources or funding for a
      Collaboration Project which is agreed upon in the Approved Project Plan or
      (ii) fails to meet Collaboration Project time lines within sixty (60) days
      after a due date established in the Approved Project Plan, then the other
      Party may provide written notice to the Party of said
      deficiencies.  If the defaulting Party fails to cure such
      failure within thirty (30) days of such notice, the other Party may, in
      its sole discretion and as its sole remedy, withdraw such project as a
      Collaboration Project hereunder upon written
  notice.

            


    

     

    
      	
            	
              4.11.2.

            	
              Notwithstanding
      anything to the contrary herein, any Party upon three (3) months prior
      written notice may elect to discontinue work on a Collaboration
      Project.  Upon the effective date of a cancellation notice, each
      Party is not obliged to provide further funding of Collaboration Project;
      any funding provided beforehand and not used for the purposes as set forth
      in the Approved Project Plan prior to the effective date of the
      cancellation notice shall be
refunded.

            


    

     

    
      
         


      

      
        5/17

        
          

        

      

      
         


      

    

     

    
      	
            	
              4.12.

            	
              Reporting. The Parties
      agree to send to each other periodic written scientific and technical
      progress reports on a regular basis as specified in the Approved Project
      Plan or otherwise upon the other Party's reasonable request
      therefore.  Such reports shall include a description of any
      inventions generated as a result of the Collaboration Project, if
      any.  The Parties shall upon request be permitted to review any
      research results generated by the other Party in connection with the
      Collaboration Project.  Each Party shall also be free to use and
      disclose such reports and research results, and any portions thereof, in
      any form or manner as it sees fit, subject to the provisions of Articles 7
      (Ownership of Background and Foreground), 8 (Access Rights to and Use of
      Foreground and Background), 9 (Patent Prosecution), 10 (Confidentiality)
      and 16 (Use of Names/Announcements) of this AGREEMENT, to ensure the
      proper protection of IPR embedded in any such material or
      reports.

            


    

     

    
      	
               
      

            	
              Upon
      completion of the tasks identified in an Approved Project Plan, each Party
      shall promptly thereafter submit to the other Party a detailed written
      report of the activities carried under such Approved Project Plan,
      including without limitation findings, conclusions and
      recommendations.

            


    

     

    
      	
              5.

            	
              TRANSFER
      OF MATERIALS

            


    

     

    
      	
            	
              5.1.

            	
              During
      the Collaboration, a Party (the “Provider”) may transfer Materials to the
      other Party ("the Recipient").  Such transfer shall be made on
      the following conditions set forth in this Section 5.  Any
      tangible results generated during the Collaboration containing Materials
      shall be deemed as Materials for the purpose of this Section
      5.

            


    

     

    
      	
            	
              5.2.

            	
              At
      all times the Recipient shall use the Material of the Provider only for
      the purpose of the Collaboration Project for which it was made
      available.  At no time shall a Recipient transfer the Material
      of the Provider to any other person or entity without the Provider’s prior
      written consent.  After the expiration or termination of this
      Agreement, the Recipient shall not use the Material for any
      purpose.  The Recipient shall not disclose, refer to or
      utilitise the Provider‘s Material in connection with any application for
      IPR by the Recipient without obtaining written consent from the
      Provider.  This latter obligation shall survive the term of this
      Agreement for 10 (ten) years.

            


    

     

    
      	
            	
              5.3.

            	
              Title
      to the Material shall remain with the Provider.  Upon
      termination of the Collaboration Project or this Agreement, the Material
      (to the extent not consumed during the Collaboration Project) shall be
      returned to the Provider at the Recipient’s risk and cost, unless
      otherwise agreed in writing.  If the Material consists of
      instruments and other hardware, it shall be returned in original
      condition, normal wear and tear
excluded.

            


    

     

    
      	
            	
              5.4.

            	
              The
      Recipient undertakes to use the Material with prudence and appropriate
      caution and in accordance with any instructions given by the
      Provider.  The Recipient agrees to indemnify and hold harmless
      the Provider from any and all loss and damage, including any third party
      claims, which may arise from the use of the Material by the Recipient,
      unless caused by the Provider’s grossly negligent or wilful acts or
      omissions.

            


    

     

    
      
         


      

      
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              6.

            	
              PUBLICATIONS,
      USE OF PROJECT DATA AND VISITS

            


    

     

    
      	
            	
              6.1.

            	
              In
      the form agreed hereunder and upon reasonable request, each of the Parties
      undertakes to provide the other Party with Project Data.  Each
      of the Parties may use Project Data for any purposes, but shall not
      publish or disclose any Project Data provided by the other Party to third
      Parties other than as forth in Section 8.2 (Access Rights to and Use of
      Reserved or Fully Owned Foreground).  However, a Party may
      disclose such data to its subcontractors and consultants subject to
      confidentiality obligations not less restrictive than in this
      Agreement.

            


    

     

    
      	
            	
              6.2.

            	
              Subject
      to Sections 10 (Confidentiality) and 16 (Use of Names/Announcements), each
      Party shall be free to disclose Project Data, provided the disclosing
      Party provides the other Party with sixty (60) days prior notice and the
      other Party does not establish its interests will be materially impaired
      by such disclosure.  If such disclosure will interfere with the
      other Party's ability to file a patent application and/or to obtain a
      patent or if it will reveal Confidential Information of the other Party,
      it is hereby deemed to materially impair the interests of such
      Party.  A non-disclosing Party shall be provided with a copy of
      all written materials (including presentation materials) that disclose
      Project Data sixty (60) days prior to such disclosure for review and
      comment.  A Party reviewing such materials may require that all
      of its Confidential Information and the use of its name be
      eliminated.

            


    

     

    
      	
            	
              6.3.

            	
              THORIUM
      POWER will allow AREVA representatives to reasonably observe work and
      activities conducted by THORIUM POWER under this Agreement, provided such
      observations do not interfere with or detract from THORIUM POWER’s ability
      to conduct the Collaboration Projects.  AREVA’s rights under
      this Section 6.3 are subject to the person’s observing the work having any
      required security clearances or other approvals that may be required to
      enter the applicable facility to or to observe some or all of the
      work.

            


    

     

    
      	
              7.

            	
              OWNERSHIP
      OF BACKGROUND AND FOREGROUND

            


    

     

    For each
Collaboration Project under this Agreement, the ownership of the Background and
the Foreground will be governed according to this Section 7, except as otherwise
expressly provided by the Parties in the corresponding Approved Project
Plan.

    


    Each
Party or any Affiliate thereof participating in a Collaboration Project shall be
responsible for maintaining records in the form of laboratory books for the
purpose of, among other things, evidencing rights to inventions.

    


    
      	
              7.1.

            	
              Ownership of Background.
      Each of the Parties shall retain ownership to its respective
      Background.

            


    

     

    
      	
              7.2.

            	
              Ownership of
      Foreground.

            


    

     

    
      	
            	
              7.2.1.

            	
              Reserved
      Foreground.  Foreground that is in the scope of a
      Reserved Field as expressly agreed in the Reserved Fields section of the
      applicable Approved Project Plan (“Reserved Foreground”), shall be the
      property of the Party mentioned as the “Reserved Field Owner” in the
      Reserved Fields section of the Approved Project Plan.  The Party
      that is not mentioned as Reserved Field Owner shall exclusively assign to
      the Reserved Field Owner all the IPR in and to the corresponding Reserved
      Foreground.

            


    

     

    
      	
            	
              7.2.2.

            	
              Fully Owned
      Foreground.  A Party shall own all IPR in and to
      Foreground that is not in the scope of the Reserved Fields of the other
      Party and for which the Party has solely carried out the work generating
      the Foreground (“”Fully Owned Foreground”).  The owner Party
      may, at its own discretion and cost, (i) prosecute patent applications and
      (ii) maintain, defend and enforce any patents, forming part of the
      Foreground solely owned by the
Party.

            


    

     

    
      
         


      

      
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              7.2.3.

            	
              All Other
      Foreground.  Except with respect to Reserved Foreground
      and Fully Owned Foreground, all IPR in Foreground will be jointly
      owned.

            


    

     

    
      	
              8.

            	
              ACCESS
      RIGHTS TO AND USE OF FOREGROUND AND
BACKGROUND

            


    

     

    For each
Collaboration Project under this Agreement, the access rights to and Use of the
Background and the Foreground will be governed according to this Section 8,
except as otherwise expressly provided by the Parties in the corresponding
Approved Project Plan.

    


    
      	
              8.1.

            	
              Access Rights to and Use of
      Background.

            


    

     

    
      	
            	
              8.1.1.

            	
              Access
      Rights for implementation of each Collaboration Project.  Each
      Party is hereby granted a royalty free, non-exclusive license to use,
      copy, display and transmit the Background of the other Party that is
      needed to carry out its own work under the Collaboration
      Project.  The Background is limited to the Background expressly
      mentioned in the Background section of the Project Plan, and the license
      is limited to the time of the Collaboration
  Project.

            


    

     

    
      	
            	
              8.1.2.

            	
              Access
      Rights for Use.  A Party shall enjoy non-exclusive access rights
      to Background of the other Party, if it is needed to Use its own
      Foreground, provided that the other Party is entitled to grant such access
      rights to the Party.  Such access rights shall be granted under
      and subject to fair and reasonable conditions as mutually agreed by the
      Parties in accordance with Section 8.4, including the applicable royalty,
      as more fully described in Section
8.3.

            


    

     

    
      	
              8.2.

            	
              Access Rights to and Use of
      Reserved or Fully Owned
Foreground.

            


    

     

    
      	
            	
              8.2.1.

            	
              Access Rights for
      implementation of the Collaboration.  Each Party is
      hereby granted a royalty free, non-exclusive license to use, copy, display
      and transmit the Foreground of the other Party that is needed to carry out
      its own work under the Collaboration Project.  The license is
      limited to the time of the Collaboration
  Project.

            


    

     

    
      	
            	
              8.2.2.

            	
              Access Rights for
      use.  A Party shall enjoy non-exclusive access rights to
      Foreground of the other Party, if it is needed to use its own Foreground,
      and provided that the Party is entitled to grant such access
      rights.  Such access rights shall be granted and subject to fair
      and reasonable conditions as mutually agreed by the Parties in accordance
      with Section 8.4.

            


    

     

    
      	
              8.3.

            	
              AREVA Exclusive Access Rights
      to THORIUM POWER Reserved or Fully Owned
  Foreground:

            


    

     

    
      	
            	
              8.3.1.

            	
              In
      addition to the rights of the Parties set forth in the Sections 7 and 8
      above, AREVA shall have the no-cost option to obtain an exclusive license
      in accordance with Section 8.4 for all fields of application, other than
      VVER-type reactors, that are agreed to in the corresponding Approved
      Project Plan under reasonable royalty-bearing terms to Use any patentable
      and / or otherwise legally protected or protectable THORIUM POWER Reserved
      or Fully Owned Foreground.  Such option shall expire seven (7)
      months after written notification by THORIUM POWER to AREVA of the
      existence of any THORIUM POWER Reserved or Fully Owned
      Foreground.

            


    

     

    
      	
            	
              8.3.2.

            	
              Upon
      exercising the option with respect to a given patentable and / or
      otherwise legally protected or protectable THORIUM POWER Reserved or Fully
      Owned Foreground, AREVA
      shall be granted a royalty-bearing, exclusive, worldwide license, with
      rights to sublicense thereunder, to allow AREVA to make, have made, use,
      offer for sale, sell or otherwise distribute, import, and export products
      or systems embodying or based on such THORIUM POWER Reserved or Fully
      Owned Foreground.  Such
      grant shall be subject to the following terms and
    conditions:

            


    

     

    
      
         


      

      
        8/17

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              a.

            	
              Unless
      otherwise agreed to by the Parties, the term of such exclusive license
      shall be for ten (10) years; thereafter AREVA‘s rights to such given
      THORIUM POWER Reserved or Fully Owned Foreground shall be non-exclusive as
      provided above in the Section
8.2.2;

            


    

     

    
      	
               
      

            	
              b.

            	
              In
      exchange for and as a condition of the exclusive license to AREVA, AREVA
      agrees to pay to THORIUM POWER a royalty to be negotiated by the Parties
      in accordance with Section 8.4.2.

            


    

     

    
      	
               
      

            	
              c.

            	
              THORIUM
      POWER agrees that during the exclusive license period, AREVA may
      sublicense third parties under appropriate sublicense agreements as
      mutually agreed by the Parties, with any resulting sub-license fees and
      royalties being shared equally between AREVA and THORIUM POWER;
      and

            


    

     

    
      	
               
      

            	
              d.

            	
              THORIUM
      POWER shall, as far as AREVA is granted an exclusive licence, at all times
      remain free to use internally within its organisation, for educational and
      research purposes only, any exclusively licensed THORIUM POWER Reserved or
      Fully Owned Foreground.

            


    

     

    
      	
              8.4.

            	
              Royalties and
      Licenses.

            


    

     

    
      	
            	
              8.4.1.

            	
              All
      permitted Use of Background of the other Party pursuant to Section 8.1.2,
      all Use (including without limitation sublicensed Use) of the other
      Party’s Reserved or Fully Owned Foreground pursuant to Section 8.2.2, and
      all Use (including without limitation sublicensed Use) of THORIUM Power
      Reserved or Fully Owned Foreground pursuant to Section 8.3 (collectively,
      “Licensed Use”) will be documented in the form of a license
      agreement.  No Licensed Use is permitted, and nothing in this
      Agreement will be deemed to allow any such Licensed Use, until a mutually
      agreed license has been signed by the Parties.  The Parties will
      mutually agree upon a standard form of license agreement, and neither
      Party may unreasonably condition, withhold or delay its execution of a
      license that is (i) in the mutually agreed form; (ii) consistent with the
      terms of the applicable Approved Project Plan and (iii) within the scope
      of the rights of access and Use envisaged by this
    Agreement.

            


    

     

    
      	
            	
              8.4.2.

            	
              All
      Licensed Use, as well as any Use (including without limitation sublicensed
      Use) of a Party’s Reserved Foreground that does not also constitute that
      Party’s Fully Owned Foreground (i.e., Reserved
      Foreground of a Party for which that Party has not solely carried out the
      work generating the Foreground) and of any jointly owned Foreground, will
      be subject to royalties to be negotiated by the Parties using reasonable
      good faith efforts.  Notwithstanding any other provision of this
      Agreement, no Use that will be subject to royalties is permitted until
      such time as the royalty is mutually agreed in writing in accordance with
      Section 8.4.1.  In the case of any exclusive license, the
      Parties will also agree to the minimum royalties required to maintain
      exclusivity.  For the avoidance of doubt, the Parties may
      mutually agree upon the royalties at any time, including for avoidance of
      doubt, at any time after the end of the relevant Collaboration
      Project.

            


    

     

    
      
         


      

      
        9/17

        
          

        

      

      
         


      

    

     

    
      	
              9.

            	
              PATENT
      PROSECUTION

            


    

     

    For each
Collaboration Project under this Agreement, Patent prosecutions will be governed
according to this Section 9, except as otherwise expressly provided by the
Parties in the corresponding Approved Project Plan.

     

    
      	
               
      

            	
              9.1.

            	
              Reserved Foreground. A
      Party may, at its own discretion and cost, (i) to prosecute patent
      applications and (ii) to maintain, defend and enforce any patents, forming
      part of the Party’s Reserved Foreground.  If in the opinion of
      the Party owning it, the Reserved Foreground would be likely to be
      patented, it is agreed that:

            


    

     

    
      	
               
      

            	
              9.1.1.

            	
              The
      names of the inventors or co-inventors of the Reserved Foreground will be
      mentioned in the patent applications that would be filed under section
      7.2.1.

            


    

     

    
      	
               
      

            	
              9.1.2.

            	
              The
      Party not mentioned as Reserved Field Owner agrees to sign all documents
      required or deemed appropriate by the other Party to effect any assignment
      necessary to comply with the Section 7.2.1.  The Party not
      mentioned as Reserved Field Owner is obligated to secure with its
      employees and consultants that all rights and title to inventions made by
      such persons are owned by or transferred to the employer so that it can
      fulfil its obligation under the Section
7.2.1.

            


    

     

    
      	
               
      

            	
              9.2.

            	
              Fully Owned
      Foreground.  The owner Party may, at its own discretion
      and cost, (i) prosecute patent applications and (ii) maintain, defend and
      enforce any patents, forming part of the Party’s Fully Owned
      Foreground.

            


    

     

    
      	
               
      

            	
              9.3.

            	
              THORIUM POWER Reserved or Fully
      owned Foreground. If THORIUM POWER declines to file a patent
      application on a given THORIUM POWER Reserved or Fully Owned Foreground or
      to continue the prosecution thereof, THORIUM POWER will timely notify
      AREVA in writing.  In such event, the Steering Committee will
      discuss the matter and the Parties will take such steps as may be decided
      by the Steering Committee.

            


    

     

    
      	
               
      

            	
              9.4.

            	
              Notice and Review of Patent
      Applications.  Each Party shall advise the other Party of
      its intent to prepare and file patent applications in accordance with this
      Section 9 and shall provide the other Party with such applications as
      least thirty (30) days before submittal for review and
      comment.  A Party shall not be entitled to claim any ownership
      rights in a patent based upon reviewing or commenting on the
      application.  In addition, any objections the reviewing Party
      may have to the listed inventorship or ownership of the invention claimed
      in the application reviewed, such objections shall be deemed to have been
      waived unless notified in writing within the thirty (30) day review
      period.  The reviewing Party may require that all information
      that is the reviewing Party’s Confidential Information be eliminated from
      such applications.

            


    

     

    
      	
               
      

            	
              9.5.

            	
              Ownership
      disputes.  In the event that the Parties are unable to
      reach an agreement on ownership on inventions, the matter shall be
      referred to the Managing Directors of the Parties.  If the
      Managing Directors have been unable to settle the matter within 30 days,
      each of the Parties may refer the matter to arbitration according to
      Section 17.7 (Arbitration).

            


    

    


    
      
        
           


        

        
          10/17

          
            

          

        

        
           


        

      

    

     

    
      	
              10.

            	
              CONFIDENTIALITY

            


    

     

    
      	
            	
              10.1.

            	
              Both
      AREVA and THORIUM POWER (together with any of their respective Affiliates,
      employees and agents) shall hold confidential and shall not, directly or
      indirectly, disclose or publish any Confidential Information of the other
      Party, without first having obtained the other Party's written consent to
      such disclosure or use.  The restrictions in this Section 10
      shall not apply to (i) information which has become public knowledge
      without fault on the part of THORIUM POWER or AREVA as the case may be (or
      their respective Affiliates, employees or agents), or (ii) such
      information as a Party is legally obliged to disclose to authorities,
      subject to prior written notice to the other Party, or (iii) such
      information which is or may become lawfully available to either Party
      without obligation of confidentiality from a third party who has no
      obligation of confidentiality to the other Party in relation to such
      information, or (iv) information which has been independently developed by
      the receiving Party without making use of the Confidential
      Information.

            


    

     

    
      	
            	
              10.2.

            	
              Each
      Party further agrees that access to Confidential Information furnished by
      the other Party shall be limited to those of its employees and consultants
      who have a need to know thereof and who have been made aware of the
      confidential nature of the information in question and are bound by the
      obligations arising hereunder.

            


    

     

    
      	
            	
              10.3.

            	
              Notwithstanding
      any provision to the contrary, the foregoing commitments of
      confidentiality and non-use shall be of ten (10) years’ duration from the
      termination date of this Agreement.

            


    

     

    
      	
              11.

            	
              EXPORT
      CONTROL

            


    

     

    
      	
            	
              11.1.

            	
              Both
      Parties undertake to comply with all applicable export/re-export control
      laws and regulations issued by the country of origin, the United States
      Government, the United Nations and other similar international
      organizations regarding the use of the material, technology and know-how
      covered by this Agreement and the transfer of any immediate products and
      services, based thereupon.  The Parties agree that these
      obligations shall survive the termination of this
    Agreement.

            


    

     

    
      	
              12.

            	
              TERM
      AND TERMINATION

            


    

     

    
      	
            	
              12.1.

            	
              This
      Agreement shall become effective upon its signature by both Parties and
      shall be in force for a period of five (5) years.  Should both
      Parties wish to continue the Collaboration after this term, this Agreement
      may be extended for an additional time period and on terms agreed upon by
      the Parties hereto in writing.

            


    

     

    
      	
            	
              12.2.

            	
              Each
      Party may terminate this Agreement with three (3) months prior written
      notice.  Collaboration Projects that are on-going at date of
      written notice shall remain unaffected by termination; with respect to
      such, on-going Collaboration Projects, termination shall take effect upon
      completion of the on-going project.

            


    

     

    
      	
            	
              12.3.

            	
              Either
      Party may terminate this Agreement effective sixty (60) days after written
      notice in writing to the other Party, if the other Party has materially
      defaulted in any of its obligations under this Agreement, provided, that
      such notice shall not be effective if the defaulting Party cures the
      default within sixty (60) days after such notice of
      termination.

            


    

     

    
      	
            	
              12.4.

            	
              Termination
      or expiration of this Agreement shall not affect the rights and
      obligations that have accrued prior thereto.  Further, the
      provisions of Section 5.2 and 7, 8, 9, 10 and 14 shall survive the
      termination or expiration of this
Agreement.

            


    

     

    
      	
              13.

            	
              DISCLAIMER
      OF WARRANTIES

            


    

     

    
      	
            	
              13.1.

            	
              Except
      as expressly agreed information and Materials transferred from one Party
      to another in the course of this collaboration are supplied "as is"
      without warranties, express or implied, including any warranty or
      merchantability, title, freedom from infringement or fitness for a
      particular purpose.

            


    

     

    
      
        
           


        

        
          11/17

          
            

          

        

        
           


        

      

    

    


    
      	
              13.2.

            	
              Except
      as otherwise provided in this Agreement, THORIUM POWER shall not, and
      shall not be deemed to, assume any responsibility or liability whatsoever
      to AREVA for the IPR, Background and/or Foreground provided by THORIUM
      POWER to AREVA or shared and/or exchanged between THORIUM POWER and AREVA
      pursuant to this Agreement, by AREVA using the said IPR, Background and
      Foreground or other information, technology and/or materials provided by
      THORIUM POWER to AREVA, or to any user or customer of AREVA or to any
      other third person regarding the standard, quality, contents or
      characteristics of any such IPR, Background and/or Foreground or any other
      information, technology and/or materials provided by THORIUM POWER to
      AREVA, or for products or equipment manufactured by AREVA and/or
      installations built by AREVA, using any such IPR, Background and/or
      Foreground or any other information, technology and/or materials provided
      by THORIUM POWER to Areva.

            


    

     

    
      	
              14.

            	
              INDEMNITIES
      AND LIABILITY

            


    

     

    
      	
            	
              14.1.

            	
              AREVA
      shall indemnify, defend and hold harmless THORIUM POWER and its Affiliates
      from and against all third party costs, claims, suits, expenses (including
      reasonable attorneys’ fees) and damages (collectively "Losses") directly
      arising out of or resulting from any wilful or gross negligent act or
      omission by AREVA relating to the subject matter of this Agreement (except
      where such Losses arose or resulted from any negligent act or omission by
      THORIUM POWER) provided that THORIUM POWER gives reasonable notice to
      AREVA of any such claim or action, tenders the defense of such claim or
      action to AREVA and assists AREVA at AREVA’s expense in defending such
      claim or action and does not compromise or settle such claim or action
      without AREVA’s prior written
consent.

            


    

     

    
      	
            	
              14.2.

            	
              THORIUM
      POWER shall indemnify, defend and hold harmless AREVA and its Affiliates
      from and against all Losses directly arising out of or resulting from any
      wilful or gross negligent act or omission by THORIUM POWER relating to the
      subject matter of this Agreement (except where such Losses arose or
      resulted from any negligent act or omission by AREVA) provided that AREVA
      gives reasonable notice to THORIUM POWER of any such claim or action,
      tenders the defense of such claim or action to THORIUM POWER and assists
      THORIUM POWER at THORIUM POWER expense in defending such claim or action
      and does not compromise or settle such claim or action without THORIUM
      POWER prior written consent.

            


    

     

    
      	
            	
              14.3.

            	
              In
      any other cases of damages resulting from violation of contractual
      obligations or tort, the liability of both Parties shall be limited to
      intentionally tortuous acts and gross negligence.  Except as
      provided in the preceding sentence, neither party shall be liable to the
      other for direct damages, whether in contract, tort or
      otherwise.  Neither Party shall in any event be liable for any
      indirect, economic, special, consequential or punitive damage of any kind
      from any cause in relation to this Agreement, nor for, without limitation,
      loss of profits, goodwill or business interruption.  The Parties
      agree that the foregoing limitations will not be read so as to limit any
      liability to an extent that would not be permitted under applicable
      law.  The Parties agree that the foregoing limitations will not
      be read to apply to any breach of a Party’s obligations under Section 10
      (Confidentiality), to any failure to pay royalties or to any infringement
      or misappropriation of the other Party’s IPR (including without limitation
      Background or Foreground).

            


    

     

    
      
        
           


        

        
          12/17

          
            

          

        

        
           


        

      

    

    


    
      	
            	
              14.4.

            	
              The
      Parties agree that for the purpose of this Agreement and in particular
      with regard to the IPR, Background and/or Foreground or other information,
      technology and/or materials provided by one Party to the other Party,
      and/or shared or exchanged between the Parties pursuant to this Agreement,
      THORIUM POWER shall in no manner be considered to be a nuclear operator
      within the meaning of, in particular the Paris Convention on Third Party
      Liability in the Field of Nuclear Energy of July 29th, 1960 or within the
      meaning of any other similar legislation or regulations, whether national
      or international that may apply.

            


    

     

    
      	
              15.

            	
              FORCE
      MAJEURE

            


    

     

    
      	
            	
              15.1.

            	
              The
      obligations of either Party hereunder shall be excused or suspended to the
      extent performance is prevented or delayed by any future condition, which
      is beyond the reasonable control, and without the fault or negligence, of
      the Party affected thereby.  Such conditions shall include, but
      not be limited to, war mobilisation, riots, acts of terrorism, fire,
      explosion, flood, insurrection, embargo, currency restriction, general
      shortage of goods or transport, strikes, lock-outs or labour disputes,
      general shortage of material and acts or omissions of governments in their
      sovereign capacity.

            


    

     

    
      	
            	
              15.2.

            	
              The
      Party invoking relief hereunder, shall, without delay give written notice
      thereof and of the anticipated consequences thereof, to the other
      Party.  After termination or cessation of such conditions, the
      affected Party shall give further written notice to the other Party
      detailing the actual results of such
condition.

            


    

     

    
      	
            	
              15.3.

            	
              In
      the event of any such condition, the Party affected thereby shall take
      reasonable measures to mitigate and minimise the effect of the condition,
      and to resume as promptly as possible the diligent performance of its
      obligations under this Agreement.  Nothing herein shall,
      however, obligate either Party to settle strikes or other labour disputes
      except on terms and conditions which it, in the exercise of its sole
      discretion, deems appropriate.

            


    

     

    
      	
              16.

            	
              USE
      OF NAMES/ANNOUNCEMENTS

            


    

     

    
      	
            	
              16.1.

            	
              Neither
      Party will use or refer to this Agreement in any promotional activity, or
      use the names or marks of the other Party without prior written permission
      of the other Party.  This Section shall not preclude
      distribution of publications in accordance with Section 6 (Publication,
      Use of Project Data and Visits).

            


    

     

    
      	
            	
              16.2.

            	
              Any
      press-release or other public announcement of this Agreement shall be
      subject to the other Party’s written prior approval. Notwithstanding the
      preceding, each Party will be free to make any public announcements that
      it may be required to make under applicable law, including without
      limitation, pursuant to the disclosure requirements under U.S. securities
      law.

            


    

     

    
      	
              17.

            	
              GENERAL
      PROVISIONS

            


    

     

    
      	
            	
              17.1.

            	
              Further
      Assistance.  Each Party agrees to provide to the other
      Party its reasonable assistance in connection with the preparation of any
      documents as may be required to make the provisions of this Agreement
      effective, such as requirements by governmental agencies, including
      manufacturing, marketing and production
records.

            


    

     

    
      	
            	
              17.2.

            	
              Amendments.  No
      provision of this Agreement may be amended, modified or otherwise changed,
      other than by an instrument in writing duly signed and executed by a
      representative on behalf of each Party to this
  Agreement.

            


    

     

    
      
        
           


        

        
          13/17

          
            

          

        

        
           


        

      

    

    


    
      	
            	
              17.3.

            	
              Assignment.  THORIUM
      POWER acknowledges and agrees that all rights granted by THORIUM POWER to
      AREVA under this Agreement may be extended by AREVA to any and all of its
      Affiliates of AREVA, in AREVA’s sole discretion and without cost to AREVA.
      The rights and obligations of THORIUM POWER under this Agreement are
      personal to THORIUM POWER and its wholly-owned subsidiary, Thorium Power,
      Inc.  Accordingly, neither this Agreement nor any of such rights
      and obligations are assignable or transferable (except to THORIUM POWER's
      wholly-owned subsidiary, Thorium Power, Inc.) without the prior written
      consent of AREVA, which consent shall however not be unreasonably
      withheld, conditioned or delayed. AREVA may assign and delegate this
      Agreement to any Affiliate of AREVA, or to any purchaser of substantially
      all of the assets used by AREVA in the performance of this
      Agreement.

            


    

     

    
      	
            	
              17.4.

            	
              Entire Agreement. This
      Agreement constitutes the entire agreement and supersedes all prior
      agreements and understandings, both written and oral, between the Parties
      hereto with respect to the subject matter hereof and no Party shall be
      liable or bound to the other in any other manner, except as set forth
      herein.  For the avoidance of doubt, the Parties agree that the
      Agreement for Consulting Services provided by Thorium Power Ltd to AREVA
      dated 31 July 2009, as well as the Confidentiality and Non-Disclosure
      Agreements dated January 7, 2009 and June 11, 2009, will not be superseded
      by this Agreement and will remain in full force and effect with respect to
      its subject matter.

            


    

     

    
      	
            	
              17.5.

            	
              Notices.  Any
      notices or other communication required or permitted to be given pursuant
      to this Agreement shall be in writing and shall be deemed to have been
      given if delivered personally, or sent by telefax or sent by registered or
      certified mail return receipt requested, postage prepaid, addressed as
      follows:

            


    

     

    
      
        	
                If
      to THORIUM POWER:

              
	 
      
	
                Attn
      : James Guerra, Chief Operating Officer

              
	
                1600
      Tysons Blvd., Suite 550

              
	
                McLean,
      VA, USA 22102

              
	
                Tel
      : +1-571-730-1200

              
	
                Telefax:
      +1-571-730-1259

              
	 
      
	
                If
      to AREVA:

              
	 
      
	
                Telefax:

              


      

    

     

    All such
notices shall be deemed to have been given on the date personally delivered or
mailed or sent in the manner provided above.

     

    
      	
            	
              17.6.

            	
              Governing Law and
      Disputes. This Agreement shall in all respects be governed by and
      construed in accordance with the laws of
France.

            


    

     

    
      
        
           


        

        
          14/17

          
            

          

        

        
           


        

      

    

     

    
      
        
          	
                	
                  17.7. 

                	
                  Arbitration. All disputes
      arising in connection with the present contract shall be finally settled
      under the Rules of Conciliation and Arbitration of the International
      Chamber of Commerce by one or more arbitrators appointed in accordance
      with said Rules.  The proceedings shall be held in the English
      language and take place in
Paris.

                


        

      

       

      
        
          	
                	
                  17.8. 

                	
                  Severability.  If
      any provision of this Agreement (or its annexes) becomes invalid or has
      been void, the validity of the other provisions of this Agreement shall
      not be affected thereby.  The Parties shall agree upon a valid
      provision having a legal and economic effect, which will be as similar as
      possible to the intent of the Parties concerning the respective invalid
      provision.

                


        

      

       

      
        
          

        

      

      


      This
agreement has been executed in two copies; one for each of the
Parties.

      


      
        
          
            
              
                
                  
                    
                      
                        	
                                AREVA

                              	 
      	 
      	
                                THORIUM
      POWER, LTD.    

                              
	 
      	 
      	 
      	 
      	 
      
	
                                Signature

                              	
                                
                                  /s/
      Patrick Champalaune

                                

                              	 
      	
                                Signature

                              	
                                
                                  /s/
      Seth Grae

                                

                              
	 
      	 
      	 
      	 
      	 
      
	
                                Name (capitals)

                              	
                                
                                  PATRICK
      CHAMPALAUNE

                                

                              	 
      	
                                Name (capitals)

                              	      
                                SETH
      GRAE

                              
	 
      	 
      	 
      	 
      	 
      
	
                                Title

                              	
                                
                                  Senior
      Vice President Purchasing

                                

                              	
                                  

                              	
                                Title

                              	
                                
                                  President
      &
CEO

                                

                              


                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          15/17