Quantum Solar Power Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






TECHNOLOGY ACQUISITION AGREEMENT 

THIS AGREEMENT made effective as of the 16th day of
December, 2009 

BETWEEN: 


  
    
      
        CANADIAN INTEGRATED OPTICS (IOM) LIMITED,
          an Isle of Man corporation having an office at 8 ST Georges St., Douglas,
          Isle Of Man, 1M1 1AH 

        (hereinafter called “IOM”) 

      

    

  



     OF THE FIRST PART 

AND: 


  
    
      
        QUANTUM SOLAR POWER CORP., a Nevada corporation,
          having an office at 3900 Paseo Del Sol, Suite C09, Santa Fe, New Mexico
          87507 

        (hereinafter called “Quantum”) 

      

    

  



     OF THE SECOND PART 

WHEREAS: 

	A. 	
      IOM is the owner of a technology for the production of
      solar energy without the use of silicon or semiconductors (the
      “Technology”) and inventions utilizing the Technology that are the subject
      of patent applications; and

	 	 
	B. 	
      The parties have agreed to enter into this Agreement to
      reflect the sale by IOM and the purchase by Quantum of the
    Technology;



NOW THEREFORE, in consideration of the mutual covenants
contained in this Agreement and other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows: 

DEFINITIONS 

	1. 	
      In this Agreement:

	 	 	 
		(a) 	
      “1933 Act” means the United States Securities Act of
      1933, as amended;

	 	 	 
		(b) 	
      “Effective Date” means the date first set out in this
      Agreement;

	 	 	 
		(c) 	
      “Improvement” means any modification or variant of the
      Invention, whether patentable or not, which, if manufactured, used, or
      sold, would fall within the scope of the Patents;

	 	 	 
		(d) 	
      “Intellectual Property” means all know-how, patent
      rights, trade secret rights, process information, technical information,
      contract rights and obligations, designs, drawings, inventions and all
      other intellectual and industrial property rights of any sort related to
      or associated with the Inventions and the Technology, including, but not
      limited to, the Patents;

	 	 	 
		(e) 	
      “Inventions” means the inventions described in the
      Patents and any prototypes;

	 	 	 
		(f) 	
      “Inventors” means collectively, Gary Leach, Claire
      McCague, Finlay MacNab, Xin Zhang, Murat Cetinbas, Philip Kubik, and Wai
      Lung (Simon) Law.

	 	 	 
		(g) 	
      “Know-how” means all know-how, knowledge, expertise,
      inventions, works of authorship, prototypes, technology, information,
      know-how, materials and tools relating thereto or to the design,
      development, manufacture, use and commercial application of the Inventions
      and the Technology;

	 	 	 
		(h) 	
      “Patents” means the patent applications described in
      Schedule A to this Agreement and any other patent that may be issued in
      connection with the Inventions, the Technology or any
  Improvement;



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	 	(i) 	
      “Shares” means the 71,500,000 shares of the common stock
      of Quantum, par value $0.001 per share, to be issued under Paragraph 7 of
      this Agreement; and

	 	 	 
	 	(j) 	
      “Technology“ means collectively, the Inventions, the
      Patents, the Know-How and the Intellectual
Property.




	2. 	
      Subject to the terms and conditions of this Agreement,
      including delivery of the consideration as provided in this Agreement, IOM
      hereby sells, assigns and transfers to Quantum effective at closing, all
      of its right, title and interest in and to the Technology free and clear
      of all liens, charges, encumbrances and security interests.

	 	 
	3. 	
      IOM shall assist Quantum in every legal way to evidence,
      record and perfect the assignment evidenced by this Agreement and to apply
      for and obtain recordation of, and from time to time enforce, maintain and
      defend, the assigned rights embodied in the Patents. To the extent that
      any of the Intellectual Property is a provisional patent, IOM shall cause
      the Inventors to cooperate with Quantum and the applicable patent office
      to attempt to obtain a final grant of those provisional patents and, to
      the extent any such provisional patents are actually issued in the
      Inventors' names, IOM shall cause the Inventors to promptly assign and
      transfer such patents, at no cost (except for any filing and recordation
      fees which shall be borne by Quantum), to Quantum.

	 	 
	4. 	
      If, after the Effective Date, the Inventors develop or
      discover, or are co-developers or co-discoverers of any Improvement, then
      IOM shall cause the Inventors to promptly sell, assign and transfer the
      Improvement to Quantum without the payment of any additional amounts or
      consideration.

	 	 
	5. 	
      IOM shall cause the Inventors to communicate to Quantum
      all Know-how and Intellectual Property in the possession of the Inventors
      which may reasonably be relevant to the design, manufacture, marketing and
      use of the Technology and the Invention. IOM shall cause the Inventors to
      continue to communicate to Quantum all such further Know-how and
      Intellectual Property as may later come into the Inventors’
    possession.

	 	 
	6. 	
      All Know-how and technical information in the possession
      of the Inventors which may reasonably be relevant to the design,
      manufacture, marketing, and use of the Technology and the Invention shall
      be deemed to be confidential information. IOM shall ensure that the
      Inventors shall not disclose or authorize the disclosure of such
      information to any third party, except as expressly permitted by Quantum
      in writing and that the Inventors shall take reasonable precautions to
      prevent the unauthorised disclosure to third parties of all such
      confidential information.



CONSIDERATION 

	7. 	
      In consideration for the sale, assignment and transfer of
      the Technology by IOM to Quantum, Quantum shall issue to IOM a total of
      71,500,000 shares of the common stock of Quantum (the
  “Shares”).



ONGOING RESEARCH AND DEVELOPMENT SERVICES 

	8. 	
      Quantum acknowledges that IOM has ongoing obligations to
      the Inventors and IOM Canada to pay for ongoing research and development
      including use of facilities at Simon Fraser University under an ongoing
      research agreement (the “Research Agreement”).

	 	 
	9. 	
      The parties agree that IOM will cause the ongoing
      research and development under the Research Agreement to continue from the
      date of this Agreement until such time as Quantum is able to contract
      directly with the Inventors and Simon Fraser University (the “Interim
      Period”) and shall pay to IOM, or such other parties as IOM shall
      designate, the amount required to pay for ongoing research and development
      during the Interim Period.



RESTRICTION ON TRANSFER OF SHARES 

	10. 	
      IOM acknowledges and agrees that the Shares shall be
      issued pursuant to Regulation S of the 1933 Act and that IOM shall not
      resell, transfer or hypothecate the Shares without the prior registration
      of the Shares under the 1933 Act or an opinion of counsel
  satisfactory to Quantum that such registration is not necessary.



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	11. 	
      IOM shall not engage in any hedging transactions with
      regard to the Shares unless such hedging transactions are made in
      compliance with the 1933 Act.

	 	 
	12. 	
      Quantum shall refuse to register any transfer of the
      Shares which is not made in accordance with applicable securities
      legislation.

	 	 
	13. 	
      All certificates representing the Shares shall be
      endorsed with the following legends:




  
    
      “THE SECURITIES REPRESENTED BY THIS CERTIFICATE
        HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"),
        AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
        REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE
        ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE
        TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S,
        PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN
        AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS
        INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
        THE ACT.” 

    

  



	14. 	
      The Shares shall be issued to IOM based on the
      representations and warranties of IOM that:

	 	 	 
		(a) 	
      IOM is acquiring the Shares for its own account for
      investment, with no present intention of dividing any interest with others
      or of reselling or otherwise disposing of all or any portion of the
      same;

	 	 	 
		(b) 	
      IOM does not intend any sale of the Shares either
      currently or after the passage of a fixed or determinable period of time
      or upon the occurrence or non-occurrence of any predetermined event or
      circumstance;

	 	 	 
		(c) 	
      IOM has no present or contemplated agreement,
      undertaking, arrangement, obligation, indebtedness or commitment providing
      for or which is likely to compel a disposition of the Shares;

	 	 	 
		(d) 	
      IOM is not aware of any circumstances presently in
      existence which are likely in the future to prompt a disposition of the
      Shares;

	 	 	 
		(e) 	
      The Shares were offered to IOM in direct communication
      between IOM and Quantum and not through any advertisement or directed
      sales effort of any kind;

	 	 	 
		(f) 	
      IOM has the financial means to bear the economic risk of
      an investment in the Shares; and

	 	 	 
		(g) 	
      IOM is not a resident of the United States and is
      otherwise not a “U.S. Person” as that term is defined in Regulation S of
      the 1933 Act and IOM is not acquiring the Shares for the account or
      benefit of any such U.S. Person.



WARRANTIES AND REPRESENTATIONS 

	15. 	
      IOM warrants and represents to Quantum that:

	 	 	 
		(a) 	
      IOM is the sole owner of the Inventions, the Technology,
      the Patents, the Know-how and the Intellectual Property free and clear of
      all liens, charges, encumbrances and security interests;

	 	 	 
		(b) 	
      IOM has the power to sell, assign and transfer all of its
      right, title and interest in and to the Inventions, the Technology, the
      Patents, the Know-how and the Intellectual Property to
  Quantum;



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	 	(c) 	
      IOM has not made, granted or entered into any assignment,
      encumbrance, license or other agreement affecting the Invention, the
      Technology, the Patents, the Know-how and the Intellectual
  Property;

	 	 	 
	 	(d) 	
      IOM is not aware of any violation, infringement or
      misappropriation of any third party's rights (or any claim thereof) by the
      ownership, development, manufacture, sale or use of the Inventions, the
      Technology, the Patents, the Know-how and the Intellectual
  Property;

	 	 	 
	 	(e) 	
      The use of the Technology by IOM has never given rise to
      any complaint alleging infringement of any patent, trademarks or other
      intellectual property rights of any other person;

	 	 	 
	 	(f) 	
      The Inventors were not acting within the scope of
      employment of any third party when conceiving, creating or otherwise
      performing any activity with respect to the Inventions, the Technology,
      the Patents, the Know-how and the Intellectual Property;

	 	 	 
	 	(g) 	
      IOM is not aware of any questions or challenges with
      respect to the patentability or validity of any claims of any existing
      patents or patent pendings relating to the Inventions, the Technology, the
      Patents, the Know-how and the Intellectual Property;

	 	 	 
	 	(h) 	
      The Patents, including any patent applications, have been
      filed with the appropriate patent authorities in accordance with all
      required laws and regulations and are in good standing; and

	 	 	 
	 	(i) 	
      IOM has the contractual arrangements with the Inventors
      required to allow it to cause them to comply with any requirements under
      this Agreement.



ENTIRE AGREEMENT 

	16. 	
      This Agreement constitutes the entire agreement between
      the parties, relating to the subject matter hereof and supersedes every
      previous agreement, communication, expectation, negotiation,
      representation or understanding, whether oral or written, express or
      implied, statutory or otherwise.



HEADINGS 

	17. 	
      The headings are inserted solely for convenience of
      reference and shall not be deemed to restrict or modify the meaning of the
      Articles to which they pertain.



MODIFICATION AND WAIVER 

	18. 	
      No cancellation, modification, amendment, deletion,
      addition or other change in this Agreement or any provision hereof, or
      waiver of any right or remedy hereby provided, shall be effective for any
      purpose unless specifically set forth in writing, signed by the party to
      be bound thereby. No waiver of any right or remedy in respect of any
      occurrence or event on one occasion shall be deemed a waiver of such right
      or remedy in respect of such occurrence or event on any other
    occasion.



FURTHER ASSURANCES 

	19. 	
      The parties shall execute such further documents and do
      such further things as may be necessary to give full effect to the
      provisions of this Agreement and the intent embodied
  herein.



GENDER 

	20. 	
      Words importing the masculine gender include the feminine
      or neuter, words in the singular include the plural, words importing a
      corporate entity include individuals and vice
versa.



EQUAL PARTICIPATION IN DRAFTING 

	21. 	
      The parties have equally participated in the drafting of
      the within Agreement, each having had the opportunity to be independently
      represented by counsel. IOM acknowledges that O’Neill Law
  Group PLLC have acted solely for Quantum in
connection with the preparation, negotiation and execution of this Agreement and
IOM has been advised to obtain the advice of independent legal counsel in
entering into this Agreement.



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CLOSING 

	22. 	
      Closing shall take place at the offices of Quantum
      forthwith on December 31, 2009. At the closing, Quantum shall deliver to
      IOM certificates evidencing the Shares.



CHOICE OF LAW 

	23. 	
      Notwithstanding the place where this Agreement may be
      executed by any of the parties hereto, the parties expressly agree that
      all the terms and provisions hereof shall be construed in accordance with
      and governed by the laws of the State of Nevada.



TIME OF THE ESSENCE 

	24. 	
      Time shall be of the essence of this Agreement and all
      provisions hereof.



COUNTERPARTS 

	25. 	
      This Agreement may be executed in one or more
      counterparts, all of which will be considered one and the same agreement
      and will become effective when one or more counterparts have been signed
      by each party and delivered to the other party, it being understood that
      all parties need not sign the same counterpart.



IN WITNESS WHEREOF, this Agreement is executed as of the
day and year first written above. 

CANADIAN INTEGRATED OPTICS (IOM) LIMITED 
By its
authorized signatory: 

/s/ Ross Bailey

______________________________________
Signature
Ross Bailey,
Director

QUANTUM SOLAR POWER CORP. 
By its authorized
signatory: 

/s/ Desmond Ross

______________________________________
Signature
Desmond Ross,
President 

 

/s/ Graham Hughes

______________________________________
Signature
Graham Hughes,
Secretary Treasurer 

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SCHEDULE A 

PATENT APPLICATIONS 

United States Provisional Patent No. 61/287,116 -
XXXXXXXXXXXXXXXXXXXXXXXX 

United States Provisional Patent No. 61/296,429 -
XXXXXXXXXXXXXXXXXXXXXXXX 

 

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