COLLABORATION FRAMEWORK AGREEMENT

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.

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.

2.

SCOPE OF AGREEMENT

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.

4.5.

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.

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 t