Page 1 of 11
STRATEGIC ALLIANCE AND PROJECT VENTURE AGREEMENT
This STRATEGIC ALLIANCE AND PROJECT VENTURE
AGREEMENT (the
"Agreement") is
by
and between MR3 Systems,
Inc., a Delaware corporation with its corporate address
at 435 Brannan Street, Suite
200, San Francisco, California, 94107, (hereinafter
referred to as "MR3"),
and Purolite Company, a Delaware corporation with a
corporate address at 150 Monument
Road, Bala Cynwyd, PA 19004, (hereinafter
referred to as
"PUROLITE").
RECITALS
WHEREAS, MR3, is a publicly
traded company, whose
proprietary
technologies and
intellectual property
associated with the extraction, separation, recovery,
and
purification of precious and
base metals are applied in commercial operations in
vertical markets involving, but not limited to, ore
deposits, ore tailings,
hazardous waste, oil and
geothermal fluids,
groundwater and soil
contaminated
with metals; and
WHEREAS, PUROLITE is a leading global
manufacturer
of resins for
separation,
ion-exchange, and industrial
remediation applications; and
WHEREAS, MR3 provides unique technologies for the extraction
and separation of
metals applied to remediation
and mining; and
WHEREAS, PUROLITE and MR3 are positioned to develop next generation unique
solutions for remediation and mining markets, tailored for the selective
separation, capture, and
recovery of metals; and
WHEREAS, PUROLITE and MR3 are positioned to
market globally the
application of
newly developed resins and
turn-key systems for selective metal extraction; and
WHEREAS, MR3 and PUROLITE, (collectively the "Parties") herein desire to set
forth in writing the terms and conditions of their understandings and
agreements.
NOW THEREFORE, in consideration of the foregoing, of the mutual promises
contained herein and for
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:
1.
DEFINITIONS.
Capitalized terms used in this Agreement, including those in Recitals, are
defined throughout the
Agreement. Terms not defined therein shall be given
their
plain English meaning;
provided, however, that those terms, acronyms and
phrases
known in the international
trade and business
development industry,
which are
not defined, shall be interpreted in accordance
with their generally
accepted
industry meaning.
<PAGE>
Page 2 of 11
2. INTENT AND PURPOSE OF
STRATEGIC ALLIANCE AND PROJECT VENTURE
2.1.
INTENT AND PURPOSE.
This Agreement signifies the formation of an
exclusive
venture between MR3 and PUROLITE to develop new and
unique
products and processing solutions for the extraction and
separation
of selenium and perchlorate. The research, development,
bench-scale
testing, pilot-scale validation, and commercialization of the
unique
products and processing solutions are to be performed jointly,
with
ownership of
the resulting intellectual property to be shared
equally by PUROLITE and MR3. The commercialization strategy is two
fold: (i) to market,
sell, and distribute
large quantities of
the
unique products
(resins) developed
under the venture, and
(ii) to
apply the unique products through the turn-key systems in projects
already established and penetrated. Pursuant to the foregoing, it
is
the current intent of
the Parties to
undertake projects for the
development and
integration
of the first products
as specified in
Section 3 below, as well as any subsequent products agreed to by
the
Parties (the "Projects") and added as an addendum to this
agreement.
2.2.
PROJECT PLANS. It is
further understood and agreed that each Project
undertaken pursuant
to this Agreement will be subject to the
execution and delivery by the Parties of a separate project plan
for
each Project
undertaken (each, a
"Project Plan").
When
executed,
each Project Plan will be attached to and incorporated by
reference
into this Agreement,
and the terms and
conditions
of the
Project
Plan shall control to the extent consistent with the terms
contained
herein. The Parties
agree that each
Project Plan will set forth,
among other
things as the
Parties shall deem appropriate, the
following:
2.2.1. A detailed
description of the project;
2.2.2. Any
design documents or specifications (unless the
project contemplates
creation or development of the
same);
2.2.3. Project
deliverables,
if any, that either or both
Parties will be responsible for creating and developing;
2.2.4. Tasks,
responsibilities,
covenants and agreements of
each Party relating to the project;
2.2.5. Deadlines,
interim
milestones,
and other matters
relating to timing and delivery or performance under the
project;
2.2.6. Intellectual
property rights or licenses to the
extent
different from the terms of this Agreement;
2.2.7. Termination
rights of the Parties relating to the
project;
2.2.8. Obligations
of the Parties to
market and implement
the
project; and
2.2.9. Any other terms
or conditions
that vary from the
terms
and conditions set forth in this Agreement.
<PAGE>
Page 3 of
11
3. THE PRODUCTS AND GRANT
OF EXCLUSIVE OWNERSHIP RIGHTS
Each Party hereby grants to
the other Party joint,
world-wide ownership
rights
in and to the Products set
forth in this Section 3. The Parties agree that they
have the joint exclusive
ownership rights to the products developed hereunder.
3.1.
THE PRODUCTS. The Parties agree to initially develop two (2) new
products described in
Sections 3.1.1 and
3.1.2 (the "Products"
or
each a "Product" hereunder) as follows:
3.1.1. SELENIUM
RESIN. A new product
and processing system
to
be applied for the
removal of
selenium to be based
on
PUROLITE's current
arsenic removal resin.
The modified
resin and/or the
processing system will
have reductive
functionality for
transformation
of selenates into
selenites with the resulting increase in total
selenium
removal capacity.
3.1.2. PERCHLORATE
RESIN. A new product
and processing
system
described as a boron based resin to be applied to reduce
the perchlorate
in the influent to
chloride, which
in
turn can be removed with conventional ion-exchange
resins (such as PUROLITE's A100 or A500).
3.2.
DEVELOPMENT
AND COMMERCIALIZATION PLAN. The Parties agree to a
development and commercialization plan with respect to each
Product,
as follows:
3.2.1. MR3 will
implement bench-scale, prototype and pilot
studies and develop
commercial Products
and processing
systems in collaboration with PUROLITE.
3.2.2. The testing
results will be
provided to PUROLITE
along
with MR3's specifications and recommendations regarding
resin improvements
and modification, and new Product
synthesis. PUROLITE
will synthesize the
Products based
on MR3's
specifications and
data and will
incorporate
all possible
improvements based on
the Parties'
joint
development recommendations.
3.2.3. Each
developed
Product
will be marketed under a
trademark to be jointly owned by PUROLITE and MR3.
3.2.4. PUROLITE will
provide reasonable samples of its existing
resins or its
modifications to MR3 free of charge on an
"As Needed" basis.
3.2.5. PUROLITE
and MR3 will jointly patent the new and
modified Products
based on MR3's
tests and piloting
work, and the Parties
will have joint
ownership of all
intellectual property in the Products.
3.2.6. The Product
resins will be
marketed under PUROLITE's
marketing program
and applied by MR3 in its metals
removal markets. The pricing of all Products will be set
by PUROLITE, whether
sold directly by PUROLITE, by MR3,
or by third parties.
The pricing of all MR3 turn-key
systems shall be set by MR3.
<PAGE>
Page 4 of 11
3.2.7. PUROLITE
agrees to pay MR3 a percentage of its gross
receipts from
the sale of any and all Products to a
third party,
payable monthly (within 30 days after
PUROLITE has been paid by a third party). The percentage
is determined by the
selling price and margin as agreed
by the Parties after
determining the
standard cost and
selling price.
3.2.8. MR3 will be
granted the right to purchase any of the
Products from
PUROLITE at an agreed
upon price
level.
All costs will have to be determined in consideration of
the price.
3.2.9. PUROLITE agrees
to refer to MR3 all contacts, requests,
leads, and
the like, received by PUROLITE for the
purchase or
application
of turn-key extraction or
remediation systems which appear to benefit from the use
of the Products.
3.2.10. Exclusive Manufacturing Rights: MR3 agrees that
PUROLITE
will have exclusive manufacturing rights to the Products
for the lifetime of the Products. If PUROLITE is unable
to supply the Products, PUROLITE will advise MR3 and MR3
will have the right to seek an additional supplier. If
the contract is
terminated
for reasons
specified in
section 7.4, this clause is null and void.
4. ADDITIONAL AGREEMENTS
OF THE PARTIES
4.1.
PUBLICITY;
PRESS RELEASES.
The Parties may by
mutual consent agree
to issue a joint press release describing the collaboration of the
Parties. In addition,
each of PUROLITE and MR3 may, at such Party's
discretion: (a)
identify the other as a strategic partner; (b)
hyperlink from an appropriate area within its website to the
other's
home page; and (c)
display the other
Party's logo on the its web
site
(in accordance with such Party's guidelines for the use of
such
mark). The Parties
shall also consult
regularly during the term of
the Agreement and issue, as and when appropriate, such further
press
releases and/or other publicity materials as may be appropriate.
The
contents of the
press releases issued by the parties shall be
subject to the approval of each Party, which approval shall not be
unreasonably withheld or delayed.
4.2.
USE OF NAME IN
PROMOTIONAL MATERIALS.
Each Party shall, with
prior
approval of the other Party (which will not be unreasonably
withheld
or delayed), be permitted to identify the other Party as a
strategic
partner, to use the
other Party's name in connection with proposals
to prospective
customers, and to
refer to the other Party in print
or electronic
form for marketing or
reference purposes,
provided
however that such
proposals and
marketing and reference materials
are for projects
that both Parties have agreed to pursue. The
content of the Promotional Materials shall be approved by each
Party
in advance of the printing.
<PAGE>
Page 5 of 11
4.3.
MARKETING,
DISTRIBUTION AND SUPPORT EFFORTS; PROMOTIONAL
ACTIVITIES.
To the extent agreed upon by the Parties pursuant to the
applicable
Project Plan or
otherwise,
each of PUROLITE and MR3 agree to
undertake an active
marketing and promotion effort for each of the
projects pursuant to this Agreement. Each Party agrees to serve as
a
reference in the other Party's proposals for a reasonable number
of
contacts by
prospective customers
of the other
Party. Under the
direction of the
Project Managers, the Parties may by mutual
agreement or plan undertake joint-marketing or co-marketing
programs
or activities as appropriate to fu
