EXCLUSIVE
BROWNFIELD LICENSE AGREEMENT
THIS EXCLUSIVE
LICENSE AGREEMENT dated as of October 27, 2008 (this
“Agreement” ), by and between SOLUCORP
INDUSTRIES LTD., and 1 Lane Technologies Corp. ( 1
Lane ) a Delaware Corporation.
WHEREAS,
Solucorp is the owner of the MBS Process (as hereinafter defined),
a patented hazardous heavy metal remediation process;
WHEREAS, 1 Lane wishes to purchase a
exclusive worldwide license, with the exclusion of the following
territories, North America, Central America, South America, Russia
and China, of the MBS Process for remediating Brownfield and
Redevelopment Sites (as hereinafter defined) and may or may not, in
conjunction with associate developers, States, Cities or Towns
develop and operate such Brownfield and Redevelopment Sites for
industrial, commercial, residential, recreational or other
productive uses;
WHEREAS,
1 Lane
desires to have Solucorp provide
expertise for all remediation work, including remediation of heavy
metal pollution in soils and other untreated wastes, in the
Brownfield and Redevelopment Sites by the use of the MBS Process.
Solucorp desires to do so; and
WHEREAS, Solucorp desires to grant 1
Lane an exclusive worldwide license, with the exception of
the following territories, North America, Central America, South
America, Russia and China, to use the MBS Process claimed in the
MBS Patents for Brownfield and Redevelopment Sites and conditions
hereinafter set forth;
WHEREAS, Solucorp desires to grant 1
Lane a non-exclusive license for the use of the MBS
Process for the remediation of “Contaminated Sites” and
“Superfund like Sites” as defined below. In an effort
to allow 1 Lane to penetrate the market, Solucorp
will not sub-license the MBS technology within 1
Lane’s territory for a period of 18 months. Should
either 1 Lane not have secured at least 5 projects
or not adhered to commitments as stated in paragraph 3.2 (b) during
the 18-month period, Solucorp has the right to sub-license the MBS
technology to other entities.
NOW, THEREFORE, in consideration of the mutual
promises and undertakings herein set forth, and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Solucorp and 1 Lane hereby
agree as follows:
1.
DEFINITIONS
For
all purposes of this Agreement, the following terms shall have the
meanings specified below:
“ Contaminated Site ”: a site contaminated with hazardous
heavy metals and may also be contaminated with low-level
radioactive waste.
“
Brownfield ”: any real estate site, which may or may
not be, designated by the local or other governmental authorities
as a “Brownfield Site” otherwise suitable for
commercial, residential or other for-profit productive use but
which, due to the presence or suspected presence at such site of
heavy metal contaminants in the soil, is currently either not being
utilized at all, or is being underutilized, for commercial or other
productive use.
“
Superfund like Site ”: any site determined by the
governing regulatory Agency to be contaminated o such a degree that
it constitutes a health hazard to
the local community and
environment.
“
Redevelopment Site ”: any project involving the
remediation of a Contaminated Site and the development and
operation of such Contaminated Site or industrial, commercial, residential,
recreational or other productive use which may be owned by
1Lane.
“ MBS Patents ”: (i) the U.S. and foreign patents listed
in Exhibit A
hereto; (ii)
any patents which shall issue on any of the patent listed on
Exhibit A hereto or on any improvements thereof,
and any reissues, reexamination, renewals or extensions thereof;
(iii) any divisional, continuation or continuation-in-part patent
which shall be based on the patents described in Exhibit
A ; and (iv) patents and patent corresponding to each of
the above-described patents which shall subsequently issue are
issued, filed, or to be filed in any foreign country, any patents
which shall subsequently issue thereof, and any renewals,
divisions, reissues, continuations or extensions thereof. “
U.S. Patent Office ”: the United States Patent and
Trademark Office.
“ MBS
Process ”: Solucorp’s long term heavy metal soil
remediation process, for which patent have been filed as listed
Exhibit A hereto, to stabilize by the addition of proprietary non-hazardous
reagents to the contaminated materials under increased moisture conditions in
order to convert such contaminated materials into an insoluble,
stable, non-hazardous metal sulfide, together with any improvement, enhancement or
expansion of such long term heavy metal soil remediation
process.
2. RIGHTS GRANTED BY SOLUCORP TO 1
Lane
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2.1
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Solucorp hereby
grants 1 Lane and 1 Lane hereby
accepts from Solucorp, a worldwide exclusive license except for the
following territories, North America, Central America, South
America, China license under the MBS Patents to use the MBS Process
for the purpose of remediating Brownfield and Redevelopment Sites
and a non-exclusive license for other Contaminated and Superfund
like Sites as previously defined in this agreement.
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3. COMPENSATION FOR RIGHTS
GRANTED
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3.1.
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Solucorp shall
receive the following compensation from 1 Lane for
the rights granted by Solucorp hereunder:
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3.2
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A payment of
$4,000,000 U.S. at closing to be paid in the form of common shares
of 1 Lane, which will be 8,890,000 shares of
1 Lane which will be issued within 10 days of the
signing of this agreement and convertible into free trading common
shares of the company’s stock. Conversion will take place at
six months from date of this agreement. 1 Lane
will also pay Solucorp the sum of $1,000,000 within 12 months of
this signing of this agreement as follows:
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·
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$100,000.00
within 15 days of the signing of this agreement.
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·
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$900,000.00
within 12 months of the signing of this agreement.
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(a)
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Should
1 Lane purchase and sell or purchase and develop
the Brownfield or Redevelopment property after remediation,
Solucorp will receive a 1% royalty of the sale price. Should
1 Lane , it’s officers partners or
affiliates participate in ownership in any way with the development
of the property after the sale of the property Solucorp must
receive it’s 1% royalty of the total development
cost.
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(b)
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Solucorp will
provide all in-house technical expertise as required for free.
1 Lane will pay for all out-of-pocket expenses
associated with site visits and other travel such as airfare,
hotels, meals and ground transportation.
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4.1 During any
period when the license granted to 1 Lane pursuant
to Section 2.1 shall be exclusive, 1
Lane shall have the right to sublicense, on a site-by-site
basis or geographical basis, the MBS Process to any third party
upon commercially reasonable terms and conditions negotiated by,
and satisfactory to, 1 Lane in its sole
discretion.
5.
REPRESENTATIONS AND WARRANTIES
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5.1
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Solucorp
represents and warrants that:
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(a)
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It is the sole
owner of the entire right, title, and interest in and to the MBS
Patents and the MBS Process, that it has the full and unrestricted
right and power to grant the licenses granted herein and that it
knows of no prior art or other information which would invalidate
the MBS Patents;
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(b)
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The execution,
delivery and performance of this Agreement has been duly authorized
by all necessary corporate action on the part of Solucorp (no
consent of its shareholders or any trustee or holder of any debt or
other obligation of Solucorp being required); such execution,
delivery and performance by Solucorp will not violate any
indenture, agreement, contract, commitment, judgment, decree, order
or legal restriction binding upon it or to which it is a party; and
this Agreement has been duly executed and delivered by Solucorp and
constitutes the legal, valid and binding obligation of
Solucorp;
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(c)
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It has filed
the patent listed in Exhibit A to this Agreement
with the governmental authorities specified on such Exhibit
A ;
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(d)
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Solucorp
has not licensed the MBS Process to any other party, and except in
connection with remediation work being performed by or to be
performed by Solucorp in connection with contracted or negotiated
remediation projects involving Solucorp existing on the date
hereof, Solucorp has not agreed that any other person may use the
MBS Process;
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(e)
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To the best
knowledge of Solucorp, the grant to 1 Lane of the
licenses granted herein does not infringe any rights of any third
party; and
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