Preview | Sponsored Research Agreement |

This Sponsored Research Agreement ("AGREEMENT") is made by and between Drexel University, a Pennsylvania nonprofit corporation ("DREXEL"), with offices located at 3201 Arch Street, Philadelphia, PA 19104 and W2 Energy Inc., a corporation organized and existing under the laws of Nevada ("SPONSOR"), having a place of business at 711S Suite 4 Carson Street Carson City Nevada.

1.1.

DREXEL INTELLECTUAL PROPERTY means and includes all technical information, inventions, developments, discoveries, software, know-how, methods, techniques, formulae, data, processes and other proprietary ideas, whether or not patentable or copyrightable, that are first conceived, discovered, developed or reduced to practice in the conduct of the SPONSORED RESEARCH.

2.1.

DREXEL agrees to begin the SPONSORED RESEARCH after the EFFECTIVE DATE and upon payment by SPONSOR of any funds owed. DREXEL agrees to use reasonable efforts to conduct the SPONSORED RESEARCH substantially in accordance with the terms and conditions of this AGREEMENT. SPONSOR acknowledges that DREXEL and the PRINCIPAL INVESTIGATOR shall have the freedom to conduct and supervise the SPONSORED RESEARCH in a manner consistent with DREXEL's educational and research missions.

2.2.

If the services of the PRINCIPAL INVESTIGATOR become unavailable to DREXEL for any reason, DREXEL is entitled to designate another member of its faculty who is acceptable to both parties to serve as the PRINCIPAL INVESTIGATOR of the SPONSORED RESEARCH. If a substitute PRINCIPAL INVESTIGATOR has not been designated within sixty (60) days after the original PRINCIPAL INVESTIGATOR ceases his or her services under this AGREEMENT, either party may terminate this AGREEMENT upon written notice to the other party, subject to the provisions of ARTICLE 9.

3.1.

The term of this AGREEMENT shall begin on the EFFECTIVE DATE of this AGREEMENT and shall end on February 2, 2007 unless terminated sooner pursuant to Sections 2.2, 9.1 or 9.2 hereof. This AGREEMENT may be extended or renewed only by mutual written agreement executed by duly authorized representatives of the parties.

4.1.

SPONSOR shall reimburse DREXEL for all direct and indirect costs incurred in the conduct of the SPONSORED RESEARCH in an amount not to exceed the total amount of $174,990 as set forth in Attachment A. SPONSOR acknowledges that this amount is a good faith estimate only and not a guarantee of the cost to conduct the SPONSORED RESEARCH. If at any time DREXEL determines that it will require additional funds for the SPONSORED RESEARCH, it shall notify SPONSOR and provide an estimate of the additional amount. SPONSOR shall not be responsible for any costs in excess of the amount of $174,990 as set forth in Attachment A unless it has agreed in writing to provide additional funds.

4.2.

SPONSOR shall make payments to DREXEL in accordance with the payment schedule set forth in Attachment A. All payments are to be made by check payable in United States dollars, to "Drexel University", and sent to the address in Section 11.4.

4.3.

Title to any equipment, laboratory animals, or any other materials made or acquired with funds provided under this AGREEMENT shall vest in DREXEL, and such equipment, animals, or materials shall remain the property of DREXEL following termination of this AGREEMENT

5.1

PRINCIPAL INVESTIGATOR shall maintain records of the results of the SPONSORED RESEARCH and shall provide SPONSOR with reports of the progress and results of the SPONSORED RESEARCH in accordance with Attachment A. DREXEL shall maintain records of the use of the funds provided by SPONSOR and shall make such records available to SPONSOR upon reasonable notice during DREXEL's normal business hours, but not more frequently than once each calendar year.

5.2

In order to preserve the patentability of DREXEL INTELLECTUAL PROPERTY, SPONSOR shall maintain DREXEL INTELLECTUAL PROPERTY and information provided pursuant to Section 6.1 (whether oral or written) as confidential and shall not disclose such information to any third party except with DREXEL's prior written approval.

6.1

PRINCIPAL INVESTIGATOR shall provide to DREXEL and SPONSOR a complete written disclosure of any DREXEL INTELLECTUAL PROPERTY reasonably considered patentable. SPONSOR shall advise DREXEL in writing, no later than thirty (30) days after receipt of such disclosure, whether it requests DREXEL to file and prosecute patent applications related to such DREXEL INTELLECTUAL PROPERTY. If SPONSOR does not request DREXEL to file and prosecute such patent applications, DREXEL may proceed with such preparation and prosecution at its own cost and expense; but such patent applications shall be excluded from SPONSOR's option under ARTICLE 7.

6.2

DREXEL shall control the preparation and prosecution of all patent applications and the maintenance of all patents related to DREXEL INTELLECTUAL PROPERTY. SPONSOR shall reimburse DREXEL upon receipt of invoice for all documented expenses incurred in connection with the filing and prosecution of the patent applications and maintenance of the patents that SPONSOR has requested DREXEL to prosecute under Section 6.1.