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Exhibit 10.21
LICENSE AGREEMENT
(Coates Trust to CIL)
This License Agreement (the "Agreement") is made as of October 23,
2006
between Coates Trust, a trust formed under the laws of the
Commonwealth of the
Bahamas, having an address at Katherina Court 101, East Hill Place,
Market
Street, North, Nassau, the Bahamas ("Coates Trust") and Coates
International,
Ltd., a Delaware corporation ("CIL"). This Agreement shall become
effective as
of the Effective Date, as defined in CIL License Agreement referred
to herein.
Terms not defined herein shall have the meanings assigned to them
in CIL License
Agreement.
Recitals:
1. CIL is a party to a License Agreement dated October 23, 2006
with
George Coates and Gregory Coates. (the "CIL License Agreement").
The CIL
License Agreement is attached hereto as Exhibit A and shall be
considered
an integral part hereof.
2. CIL License Agreement contemplates the license to CIL of
certain
intellectual property rights that are owned by Coates Trust. 3.
Coates
Trust will benefit from the grant of such additional licenses.
NOW THEREFORE, for this and other valuable consideration, the
receipt of
which is hereby acknowledged, and intending to be legally bound,
the parties
agree as follows:
1. Definitions.
(a) Definitions.
"Affiliate" shall mean any corporation or other business entity
controlled
by CIL. For this purpose, "control" shall mean direct or indirect
beneficial
ownership of at least fifty percent (50%) of the voting stock of,
or at least a
fifty percent (50%) interest in the income of, such corporation or
other
business entity, or such other relationship as, in fact,
constitutes actual
control.
"Patent Rights" shall mean:
i. all U. S. and international patents and patent applications
currently owned by the Coates Trust or as to which it has the
right
to grant a license to CIL;
ii. any additional U.S. and international patents and patent
applications to the extent the claims are directed to subject
matter
described in a patent or patent application referred to in
subparagraph (i); and
iii. any U.S. and international patents resulting from
reissues,
reexaminations, substitutes or extensions (and their relevant
international equivalents) of the patents described in (i) and
(ii).
"Product" shall mean any CSRV Engine which, absent the license
granted
hereby, would infringe an issued, unexpired claim or a pending
claim contained
in the Patent Rights in the country in which any Product is made,
used or sold.
For the avoidance of doubt, Product shall not include any CSRV
Engine that CIL
is able to make, use or sell under the intellectual property rights
licensed to
it by George Coates and Gregory Coates under CIL Li
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