Home

Intelligence

Services

Subscriptions

News

About Us

Sign In

 

Document Preview

Technology Acquisition Agreement

 

Click "Add to Cart" button to purchase document. 
Documents are emailed immediately after purchase. 
You can also browse documents by
title, category, or company... or click here for help finding documents.

 

Title:

Technology Acquisition Agreement

Entities:

Trimol Group Inc

Date:

2001

Size:

Preview shows 5KB of 50KB total

Price:

$45

ID:

#1578651

 

 

► M&A ► Acquisition ► Technology Acquisition Agreements

 

 

Start of Preview


                        TECHNOLOGY ACQUISITION AGREEMENT



THIS TECHNOLOGY ACQUISITION AGREEMENT, made and entered into as of this
11th day of January, 2001, by and between Aluminum-Power Inc., a corporation
duly organized under the laws of the Province of Ontario, Canada, and having its
principal place of business at 87 Scollard Street, Toronto, Ontario, M5R 1G4,
Canada (hereinafter referred to as the "Seller" or "Licensor") and Trimol Group
Inc., a corporation duly organized under the laws of the State of Delaware and
subject to the reporting requirements imposed pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and having its
principal place of business at 1285 Avenue of the Americas, 35th Floor, New
York, New York 10019 (hereinafter referred to as the "Purchaser" or, the
"Licensee").

W I T N E S S E T H :

WHEREAS, Seller desires to sell and/or license certain of its technology
pursuant to the terms and conditions hereof; and,

WHEREAS, Purchaser desires to purchase such technology in accordance with
the terms and provisions hereof.

NOW, THEREFORE, in consideration of the premises and of the mutual promises
herein contained, the parties hereto agree as follows:

1. PURCHASE AND SALE

1.1 Transfer of Seller's Technology

Subject to the terms and conditions of this Agreement, Purchaser, in
reliance upon Seller's warranties and representations herein made, shall
purchase and/or acquire from Seller, and Seller shall transfer and convey to the
Purchaser, certain patent applications listed on Schedule "B" and certain
licenses listed on Schedule "A", including all current know-how and proprietary
information specifically relating thereto and all Improvements (as hereinafter
defined) thereto.

"Improvements" shall mean mechanical improvements and modifications only
and, without limiting the foregoing, shall not include any metallurgical,
chemical or compositional improvements or modifications.

All technology of Seller to be transferred to the Purchaser pursuant
hereto, being the proprietary rights listed on Schedule "B" and the contract
rights listed on Schedule "A", are sometimes collectively referred to as the
"Seller's Technology".

The Purchaser acknowledges receiving copies of the patent applications
referred to in Schedules "A" and "B".

1.2 Excluded Technology

It is understood by the parties that the Seller's Technology being sold and
transferred hereunder specifically excludes certain technology which is more
specifically defined and described in the Schedule of Excluded Technology,
Schedule C, attached hereto and made a part hereof (hereinafter collectively
referred to as the "Excluded Technology").

1.3 Encumbrances

The sale and transfer of Seller's Technology shall, at the time of Closing,
be free and clear of all obligations, security interests, liens, infringements,
claims and encumbrances whatsoever, except to the extent expressly included in
the Schedule of Encumbrances, Schedule D, attached hereto and made a part
hereof.



1.4 Purchase Price

In consideration for the sale of the Seller's Technology to Purchaser,
Purchaser shall pay Seller as follows:

(a) Eighty-eight million (88,000,000) shares of Purchaser's common
stock, $0.01 par value, which shall be duly authorized, validly
issued, fully paid and non-assessable (hereinafter referred to as
the "Purchaser Stock");

(b) Shares representing one hundred percent (100%) of the membership
interests of Jolly limited liability company (hereinafter
referred to as "Jolly"), a Wyoming Limited Liability Company,
which shall be duly authorized, validly issued, fully paid and
non-assessable (hereinafter referred to as the "Jolly Stock");

(c) All of the issued and outstanding corporate shares of Paul
Garnier Limited (hereinafter referred to as "Garnier"), a company
limited by shares incorporated under the laws of Ireland, which
shall be duly authorized, validly issued, fully paid and
non-assessable (hereinafter referred to as the "Garnier Stock");
and,

(d) An amount of corporate shares of Sturge Limited (hereinafter
referred to as "Sturge"), a company limited by shares
incorporated under the laws of Ireland, equal to fifty percent

 

End of Preview

 

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC