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Exclusive License Agreement

License Agreement

Exclusive License Agreement | Document Parties: LED POWER GROUP, INC. | Jumbo Power Technology Ltd | Trussnet Capital Partners (HK) Ltd You are currently viewing:
This License Agreement involves

LED POWER GROUP, INC. | Jumbo Power Technology Ltd | Trussnet Capital Partners (HK) Ltd

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Title: Exclusive License Agreement
Date: 3/31/2009

Exclusive License Agreement, Parties: led power group  inc. , jumbo power technology ltd , trussnet capital partners (hk) ltd
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Appendix 2


 

Exclusive License Agreement

 

This Exclusive License Agreement (this “ Agreement ”) is made by and among:

 

 

(1)

Jumbo Power Technology Ltd., whose registered office is at Units 803-5, 8/F, Nan Fung Tower, 173 Des Voeux Road, Central HK (“ JPT ”);

 

(2)

Liao Pheng-Piao ( 廖丰 ), holder of Taiwan Passport No. [         ] (the “ Holder ”)

 

(3)

Liu Chih-Chun ( 刘志春 ), holder of Taiwan Passport No. [        ] (the “ Holder ”)

 

(JPT, Liao Pheng- Piao and Liu Chih Chun shall be jointly referred to as the “ Licenso r”)

 

(4)

Trussnet Capital Partners (HK) Ltd., whose registered office is at Flat/RM M202, Haleson Building, 1 Jubilee Street, Central HK (the “ Licensee ")

 

The aforesaid parties shall be referred to individually as a "Party", and collectively as the "Parties".

 

WHEREAS

 

1)

The Holders jointly own the patent or are the applicant for the registration of the patent as described and documented in Annex 1 hereto, and hold the know-how in relation to the production of LED products (the patents and know-how are hereinafter referred to as “ Intellectual Property ”);

 

2)

JPT has been granted exclusive right for the use of the Intellectual Property by the Holders;

 

3)

The Parties entered into a Share Subscription and Shareholders Agreement on December [   ], 2008, according to which JPT shall sub-license the Intellectual Property to the Licensee as contribution in kind in consideration for the issuance of shares of the Licensee; and

 

4)

This Agreement is made pursuant to the Share Subscription and Shareholders Agreement to set forth the terms and conditions for the license of Intellectual Property by the Licensor to the Licensee.

 

IT IS AGREED AS FOLLOWS

 

Article 1                Intellectual Property License

 

1.1

The Licensor hereby grants to the Licensee, including the Licensee’s subsidiaries and affiliated companies, the right to use the Intellectual Property pursuant to the terms and conditions set forth in this Agreement.

 

1.2

The right thus granted by the Licensor to the Licensee is exclusive and non-transferable.

 

1


 

Appendix 2


 

1.3

Without the Licensor’s prior consent, the Licensee shall not transfer or sub-license the Intellectual Property to a third party other than the Licensee’s subsidiaries and affiliated companies.

 

Article 2                Use of Intellectual Property

 

2.1

The Licensee shall conform to the applicable laws and regulations, and appropriately use the Intellectual Property in accordance with the guidelines provided by the Licensor.

 

2.2

The Licensee may, during the term of this Agreement, develop intellectual property (“ Foreground Intellectual Property ”) which are created based on and by using the Intellectual Property and exploit in any possible ways (including but not limited to modify, reproduce, adapt, translate, and variation).

 

2.3

The Parties agree that the Foreground Intellectual Property shall be the sole property of the Licensee and the Licensor shall not apply for the registration of Foreground Intellectual Property.

 

2.4

The Licensor shall communicate to the Licensee the know-how and other techniques contained in the Intellectual Property by training and other possible method.

 

Article 3                Consideration

 

3.1

In consideration for the license granted by the Licensor described in Article 1, the Licensee shall issue 3,181,818,181 ordinary shares at US$0.001 par value in accordance with the Share Subscription and Shareholders Agreement.

 

3.2

The license shall be free of royalty.

 

Article 4                Warranties and Undertakings

 

4.1

The Licensor warrants to the Licensee that the Licensor is the legal proprietor of the Intellectual Property and that it has the right to authorize the Licensee to use the Intellectual Property. The Licensor further warrants that the Intellectual Property does not violate the intellectual property right of any third party.

 

4.2

The Licensor shall provide to the Licensee all necessary aids in order to assist the Licensee to use smoothly the Intellectual Property.

 

4.3

The Licensor has not and will not authorize any third party to use the Intellectual Property

 

2


 

Appendix 2


 

4.4

The Licensor warrants and undertakes that the Intellectual Property is free of any encumbrance, and it will not create any encumbrance on the rights over the Intellectual Property during the term of this Agreement.

 

4.5

The Licensor shall carry out and obtain, on time and at its costs, the extension of the registration of the Intellectual Property during the term of this Agreement.

 

4.6

The Licensee hereby agrees to provide the Licensor with any reasonable assistance to protect the Intellectual Prope


 
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