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,
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
10 th
2009 followed by technical exchanges
and a more detailed scientific meeting took place on May
21-22 nd
2009 (at THORIUM POWER’s
offices).
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.
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" Access
rights " means licences and user rights with respect to
Foreground or Background.
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“
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.
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“
Approved Project Plan ” means a Project Plan that is
approved by the Steering Committee.
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“AREVA” means AREVA and AREVA
Affiliates.
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“
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.
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“
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.
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“
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.
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“
Collaboration Project ” means a project within the
Collaboration that is approved by the Steering
Committee.
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“
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.
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“
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.
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“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.
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“
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.
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“
Product ” means any equipment, software, instrument,
system, device, media or method that is developed by the Parties
during the course of a Collaboration Project.
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“
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.
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“
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.
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“
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.
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“
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).
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“
Submitting Party ” mean the Party that submits a
proposal for a Project Plan to the Steering Committee.
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“
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.
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“
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.
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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.
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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.
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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.
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OBLIGATIONS
OF THE PARTIES
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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.
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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.
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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.
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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.
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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.
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Minutes . Minutes shall be taken of all
Steering Committee meetings, irrespective of whether such meetings
are held by telephone or by oth
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