AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AGREEMENT

EX-10.1 2 agree.htm Converted by EDGARwiz

AMENDED AND RESTATED

INTELLECTUAL PROPERTY LICENSE AGREEMENT

THIS AGREEMENT is made effective the 7^th day of May, 2008 (the “Effective Date”)

BETWEEN:

Canadian Integrated Optics International Limited, a corporation incorporated under the laws of the Isle of Man, having its office at 8 St. Georges Street, Douglas, Isle of Man, IM1 1AH.

(the “Licensor”)

-AND-

QV, Quantum Ventures Inc., a corporation incorporated under the laws of Nevada, U.S.A. having its office at:

16 Midlake Boulevard, Suite 312 SE Calgary Alberta, CanadaT2X 2X7

(the “Licensee”)

(collectively, the “Parties”)

WHEREAS:

The Licensor has developed inventions, know-how, trade-secrets relating to the use of an optical rectenna for converting solar energy into electrical energy;

The Licensee desires a license to use and commercially exploit the Licensor’s Technology for use in the manufacturing and sales of rectenna based solar panels;

The Licensor has agreed to grant the Exclusive Right and worldwide license to the Licensee for the use and commercial exploitation of the Technology for the manufacture and sale of solar panels only, upon terms and conditions set out in this Agreement; and

This Agreement supercedes the intellectual property licence agreement made between the Parties effective the___ day of April, 2008.

NOW THEREFORE, IN CONSIDERATION of entering into this Agreement, the mutual covenants, conditions and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties covenant and agree as follows:

DEFINITIONS

Wherever used in this Agreement, the following words and terms shall have the respective meanings ascribed to them as follows:

“Accounting Period” means each consecutive period of one year after the Effective Date, provided that Licensor shall have the right to change the “Accounting Period” to the fiscal year of the Licensee at any time upon giving 90 days advance written notice thereof to Licensee.

“Accrued” means when payment is received by the Licensee or is to accrue on record pursuant to accounting system.

“Agreement” means this Intellectual Property License Agreement, and includes authorized amendments and schedules, if any.

“Certification” means a sworn or affirmed statement under oath in the form of Schedule A to this Agreement.

“Confidential Information” means all information, in whatever form, that is not generally available to third parties or the public, including without limitation, all research, data, specifications, technical information, devices, concepts, compilations, programs, designs, tooling, plans, drawings, prototypes, models, documents, recordings, instructions, manuals, papers, business practices and strategies, financial information, business plans, know-how including, but not limited to the Know-How, inventions (whether patentable or not), techniques, processes, methods of doing business, software, personnel data, contracts, purchase requirements, forecasts and market strategies, data on equipment sold and serviced, plans production processes, product specifications and formulas, methods, technical and product bulletins, surveys, research and development programs, sales reports, or other materials, of any nature or embodiment wh atsoever written or otherwise, relating to same, as well as the existence of this Agreement and its terms and conditions.

Confidential Information does not include any information which is publicly available at the time of disclosure or subsequently becomes publicly available through no fault of the recipient party, or is rightfully acquired by the recipient party from a third party who is not in breach of an agreement to keep such information confidential.

“Effective Date” means the date of at the top of the first page of this agreement.

“Exclusive Right” means the right granted solely to the Licensee for the Licensed Use, and that the Licensor will not, subject to the conditions specified in this Agreement, grant to any third party, any rights which would overlap the rights granted to the Licensee, but reserving to the Licensor however the full right to use the Technology and its Improvements for its own purposes and exploitation other than for the Licensed Use.

“Improvements” means improvements, modifications and developments relating to the subject matter of the Technology, including patentable inventions.

“Know-How” means the information, knowledge, the plans and drawings, and the Trade-Secrets of the Licensor relating to the Technology.

“Licensed Use” means the right to use and commercially exploit the Technology for the Licensee’s Products for use with solar panels.

“Licensee’s Products” means any product or service made, used, sold, offered for sale, or otherwise distributed by the Licensee that includes the Technology.

“Patent Rights” means issued patents and pending patent applications in any country in respect of an invention owned by the Licensor relating to the Technology, including provisionals, continuations-in-part, continuations, divisionals, re-issues and extensions of those issued patents and pending patent applications, including inventions described in the specifications of United States Patent Application Numbers 60/911,847, 60/911,815, 60/911,823 and 60/911837 filed on April 13, 2007.

“Royalty” means 5% of Sales Revenue for each Accounting Period.

“Sale” means every disposition or provision of goods or services to a person at arm’s length from the seller for any consideration, including renting, leasing, lending and bartering of any product or service involving the use of the Technology.

“Sales Revenue” means the total of the following:

the aggregate of Licensee’s invoice prices for the Sale of Licensee’s Products for all bona fide arm’s length Sales net of sales taxes and GST, where applicable; and

for every Sale of Licensee’s Products that is either not at arm’s length with Licensee and associates and affiliates of Licensee, that is not bona fide, or that is a barter for other goods or services, the “Sales Revenue” shall be deemed to be a typical recent price or a reasonable fair market value of the product or service that is the subject of the Sale, or their equivalent, whichever is higher;

all net of bona fide returns, and in accordance with generally accepted accounting principles where applicable, and irrespective of collection of any such invoice prices, values or other amounts referred to above.

“Technology” means unpatented inventions, the Confidential Information, the Patent Rights, the Know-How, and the Trade-Secrets.

“Territory” means worldwide.

“Trade-Secrets” means written or oral information, including formulae, patterns, compilations, programs, devices, methods, know-how including, but not limited to Know-How, techniques, process or business information that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

GRANT AND TERM OF THE LICENSE

GRANT

Subject to the terms of this Agreement, the Licensor hereby grants to the Licensee the Exclusive Right to the Technology for the Licensed Use in the Territory and the right to improve, modify and develop the Technology for the Licensed Use in the Territory.

1.1

The Licensee shall promptly, within five (5) business days, disclose in writing to the Licensor the Improvements it may discover or acquire during the term of this Agreement.

1.2

The Licensee understands and agrees that all the Improvements it discovers or acquires are hereby assigned to Licensor and that Licensee shall cooperate with Licensor by acknowledging or assuring to Licensor or others the assignment thereof.

1.3

The Licensee agrees to incorporate into all contracts, with all of its employees and contractors, with a provision that all the Improvements discovered or acquired during the term of this Agreement be assigned to the Licensor. The Licensee understands and agrees that upon the request of the Licensor the Licensee shall provide to the Licensor the Certification that they have complied with this obligation.

1.4

The Licensor shall grant to the Licensee a right to use the Improvements in respect of the Licensed Use in the Territory.

1.5

The Licensee agrees to execute all necessary documents and provide assistance during and subsequent to the term of this Agreement to enable the Licensor to perfect and maintain its right, title and interest in and to all the Improvements, including the preparation, filing and prosecution of any patentable invention.

1.6

The Licensee shall make best efforts to use, promote, market, sell, improve, development, modify and otherwise commercially exploit the Technology and the Licensee’s Products.

TERM

This Agreement shall become effective on the Effective Date, and shall extend for an initial term of five (5) years (the “Term”) with an additional option for another five years at the sole discretion of the Licensee ( 10 years without notice required ) or other longer period that is mutually agreed upon by both parties in writing and shall automatically be renewed on an annual basis unless, either of the Parties by notice in writing at least thirty (30) days before the expiration of the initial term or any renewal hereof, shall advise the other party of its desire to terminate.

INSPECTION AND QUALITY STANDARDS

2.1

The quality of the Licensee’s Products shall meet a standard of reasonable quality and service, which shall be determined in the sole discretion of the Licensor (the “Reasonable Quality and Service”).

2.2

The Licensor may request in writing a sample of the Licensee’s Products, at the Licensor’s sole expense, to determine whether they meet the Reasonable Quality and Service. If the Licensor requests a sample of the Licensee’s Products and Licensee has such Product or Products in its possession, the Licensee shall promptly provide the sample to Licensor no later than thirty (30) days following receipt of such written request.

2.3

In the event that the Licensor determines that the Licensee’s Products do not meet the Reasonable Quality and Service, the Licensor shall give the Licensee notice, within fourteen (14) days of receiving the sample of the Licensee’s Products pursuant to clause 3.2 of this Agreement. The notice shall outline the deficiencies and provide that within thirty (30) days from the date that the Licensee receives the notice the Licensee shall remedy the deficiencies outlined in the notice. If the deficiencies are not cured within this thirty (30) day period, the Licensor may deliver written notice to the Licensee terminating this Agreement.

2.4

The Licensee shall, at their own cost, provide a proprietary notice on the Licensee’s Products, and the Licensee’s Products promotional material and product catalogues. The proprietary notice shall be determined, from time to time set out in written notice to the Licensee by the Licensor acting reasonably.

SUB-LICENSE

3.1

The Licensee shall not be entitled to grant sub-licenses to any person without the written permission of the Licensor. Such permission will not be unreasonably withheld.

USE OF THE TECHNOLOGY

4.1

The Licensee shall comply with all laws applying to the Technology, the Improvements and the Licensee’s Products.

OWNERSHIP OF THE TECHNOLOGY

5.1

The Licensee acknowledges that all right, title, interest, ownership and any goodwill in and to the Technology, the Confidential Information, the Improvements, inventions and other intellectual property shall at all times remain with the Licensor and nothing herein conveys any of such rights to the Licensee.

CONSIDERATION AND PERFORMANCE MILESTONES

6.1

The grant of the license, contained in this Agreement, is conditional on the Licensee and Licensor meeting the following performance obligations and milestones within the specified time periods:

The Licensee is currently listed on the OTCBB and will submit a listing application to be listed on one the following higher exchanges in the next twelve months: Nasdaq Global Market, the Nasdaq Capital Market, American Stock Exchange. Should the Licensee not submit a listing application within the allotted time on the above named exchanges, on reasonable grounds an extension will be granted;

Licensee shall pay to Licensor a Royalty of 5% of Sales Revenue in each Accounting Period, payable on or before the day that is thirty (30) days after the end of each Accounting Period;.

On the day Licensor and Licensee execute and deliver this Agreement Licensee shall pay to Licensor a one time payment of $100,000 USD and before the earlier of:

(i) sixty (60) days after the Effective Date or

(ii) the day that is thirty (30) days after public announcement of the existence of this Agreement by or on behalf of Licensee,

Licensee shall allot and issue to Licensor a sufficient number of fully paid and non-assessable common shares in the capital of Licensee that will constitute not less than 49% of the shares of the Licensee, fully diluted, at the time of issuance;

In the event Licensor fails to prepare a prototype which exhibits sensitivity in the visible wavelength range within a twenty four (24) month period from and after the Effective Date of this Agreement, all of the shares issued as consideration for this license will be returned to the treasury of the Licensee for cancellation and the grant of the license described in section 2 of this Agreement will be deemed to be revoked although the provisions of sections 2.1,2.2, 2.3 and 2.5 will survive the termination of this Agreement and remain in full force and effect;

In the event Licensor prepares the prototype described in subsection 7.1(d) above but cannot deliver to the Licensee a viable prototype within a twenty four (24) month period from and after the Effective Date of this Agreement, which the Licensee given a sixty (60) day examination period deems acceptable, all but 1,750,000 of the shares issued as consideration for this license will be returned to the treasury of the Licensee and the grant of the license described in section 2 of this Agreement will be deemed to be revoked although the provisions of sections 2.1,2.2, 2.3 and 2.5 will survive the termination of this Agreement and remain in full force and effect;

In the event that the Licensor is approaching the end of the twenty four month period described in subsections 7.1(d) or (e) above and has demonstrated continual progress towards producing a prototype as described in such subsection, then, at the election of the Licensee, an extension or extensions may be granted by the Licensee to the Licensor, with both parties determining the length of the extension;

Licensor agrees not to sell any of the shares of Licensee until Licensor produces a rectenna which exhibits sensitivity in the visible wavelength range;

Licensee shall keep the existence of any prototype and any examination of such prototype strictly confidential until Licensee has notified Licensor in writing that either the prototype is deemed acceptable by Licensee or is not deemed acceptable by Licensee pursuant to subsection 7(e), and without limitation Licensee shall not issue any press release concerning any prototype until after Licensee has given such notice to Licensor; and

On request by Licensor from time to time, Licensee shall provide to Licensor complete information, particulars, documents and records of or related to Licensee’s use of the Technology, its manufacturing, selling, licensing and other dispositions of Licensee’s Products, and of its Sales Revenue.

a.1

The Licensee shall provide to the Licensor on or before thirty (30) days after the end of each Accounting Period, complete particulars of the Sales Revenue for each Accounting Period that has just ended.

a.2

The Licensee agrees to keep and maintain records in sufficient detail for the purpose of determining the Sales Revenue for each Accounting Period (the “Sales Revenue Records”).

a.3

The Licensee shall keep and preserve the Sales Revenue Records for the Term and any renewable term of this Agreement and for a period of seven (7) years thereafter. If the Licensee fails to keep and preserve the Sales Revenue Records for this period of time the Licensor may deliver written notice to the Licensee terminating this Agreement.

a.4

The Licensor may request inspection of the Sales Revenue Records, at the sole expense of the Licensor. If the Licensor requests inspection of the Sales Revenue Records, the Licensee shall promptly provide reasonable access to enter the Licensee’s premises to inspect and commission audits on the Licensee’s books and records by an independent auditor to verify payment made by the Licensee to the Licensor according to clause 7 of this Agreement, or any other clause in this Agreement.

a.5

If the Licensee refuses to provide to the Licensor the Sales Revenue Records, fails to keep and maintain the Sale Revenue Records, or refuses access to the Licensee’s premises to inspect and commission audits the Licensor may deliver written notice to the Licensee terminating this Agreement.

a.6

The Licensee shall be liable for interest at a rate of twelve(12%) percent compounded annually on any overdue payment under clause 7 of this Agreement, or any other payment payable under this Agreement, commencing on the date that the payment becomes dues.

a.7

The Licensor may terminate this Agreement upon delivery of written notice to the Licensee if the Licensee has not fulfilled its obligations under clause 7.1 or 7.2 of this Agreement, and such obligations are not fulfilled within sixty (60) days following delivery to the Licensee by the Licensor of written notice identifying the non-fulfilment and stating its intention to terminate this Agreement if the obligations are not fulfilled within the sixty (60) days.

a.8

The Licensee’s obligation to pay the Licensor pursuant to clause 7 of this Agreement, or payment pursuant to any other clause in this Agreement, shall continue to remain after the termination of this Agreement.

LICENSOR REPRESENTATIONS AND WARRANTIES

2.1

The Licensor represents and warrants that the Licensor has the power, authority, and capacity to enter into this Agreement and other agreements and instruments to be executed by the Licensor as contemplated by this Agreement and to grant the rights intended to be granted to the Licensee under this Agreement and to perform the Licensor’s obligations under this Agreement.

LICENSEE REPRESENTATIONS AND WARRANTIES

3.1

The Licensee represents and warrants that:

the Licensee has the power, authority, and capacity to enter into this Agreement and other agreements and instruments to be executed by the Licensor as contemplated by this Agreement and to grant the rights intended to be granted to the Licensee under this Agreement and to perform the Licensor’s obligations under this Agreement;

the Licensee has the ability and authority to use and commercially exploit the Technology in the Territory;

the Licensee has the ability and authority to distribute, sell and market the Licensee’s Products in the Territory;

the execution of this Agreement is duly and validly authorized by all necessary authorities and all necessary approvals have been sought;

the execution of this Agreement is not inconsistent with, restricted by or in breach or violation of any other contract, instrument or obligation of the Licensee;

this Agreement constitutes a legal, valid and binding obligation of the Licensee enforceable against the Licensee;

the Licensee is not an insolvent person within the meaning of applicable bankruptcy, reorganization, insolvency or fraudulent conveyance law and will not become an insolvent person as a result of the transactions contemplated by this Agreement or any of the other agreements or instruments to be executed by the Licensee as contemplated by this Agreement; and

the Licensee shall not dispute or contest, directly or indirectly, the validity, ownership or enforceability of the Licensor’s right, title and interest in and to the Technology, and shall not take any other steps to the detriment of the validity of the Technology during the term of this Agreement.

CONFIDENTIAL INFORMATION AND TRADE-SECRETS

1.1

The Parties agree to keep the Confidential Information and the Trade-Secrets provided to each other under this Agreement confidential and not to disclose to any person or to use it for any purpose, except as may be necessary in the proper discharge of their obligations under this Agreement.

1.2

Prior to disclosing any Confidential Information to any person, Licensee shall first obtain or cause to be obtained, written confidentiality agreements incorporating all of the terms of part 10 of this Agreement with necessary changes, from each and every person to whom such Confidential Information is to be disclosed, including without limitation all directors, officers, employees and contractors of Licensee, and all directors, officers and employees of contractors of Licensee to whom any Confidential Information is to be disclosed. Without limiting the foregoing, the Licensee agrees to incorporate into all contracts, with all of its employees and contractors, the obligation to keep the Confidential Information and the Trade-Secrets provided to it by the Licensor confidential.

1.3

The Licensee agrees and understands that if the Licensee discloses the Confidential Information or Trade-Secrets, pursuant to clause 10.1 or 10.2 of this Agreement, the Licensee shall be responsible for:

ensuring that the recipient party of this information understands and maintains its confidentiality; and

keeping a list of all persons to whom this information is disclosed to.

a.1

Upon request of the Licensor, the Licensee shall provide the Licensor with the list referred to in clause 10.2(b) of this Agreement, and the Certification that this is a complete and accurate list.

a.2

Upon request of the Licensor, the Licensee shall provide to the Licensor the Certification that they have complied with the obligation contained in clause 10.2(a) of this Agreement.

a.3

The Confidential Information and the Trade-Secrets may only be disclosed as is required to comply with binding orders of governmental entities or courts of law that have jurisdiction over it, provided that the receiving party:

gives the disclosing party reasonable written notice to allow the disclosing party to seek a protective order or other appropriate remedy;

discloses only such information as is required by the governmental entity or the court of law; and

uses commercially reasonable efforts, at the disclosing party’s cost and expense, to obtain confidential treatment for any of the disclosing party’s Confidential Information and the Trade-Secrets so disclosed.

a.1

The Licensor may terminate this Agreement immediately upon delivery of written notice to the Licensee if the Licensee breaches the confidentiality obligations contained in this Agreement, or does not provide the Certification when requested to do so.

a.2

The Licensee shall use the same or greater degree to prevent any unauthorized disclosure or use of the Confidential Information and the Trade-Secrets as it uses to protect its own confidential information of a like nature.

a.3

The Licensee’s obligation not to disclose and to prevent the disclosure of the Confidential Information and the Trade-Secrets shall continue to remain after the termination of this Agreement.

a.4

Upon termination of this Agreement, the Licensee shall return to the Licensor all the Confidential Information and the Trade-Secrets, in its possession, custody or control. The Licensee shall also provide the Licensor with the Certification that the Licensee has complied with this obligation.

PROTECTION AND PRESERVATION OF THE TECHNOLOGY

2.1

The Licensor and the Licensee mutually covenant that they will at all times use their best efforts to preserve the value and validity of the Technology.

2.2

The Licensee shall promptly give notice to the Licensor of any conflicting use, act of infringement, appropriation, and any action or threatened action by any person alleging that the use of the Technology infringes the rights of a third person (the “Unauthorized Use”).

2.3

If, after three (3) months from the time the Licensor has knowledge of the Unauthorized Use, the Licensor declines or fails to defend or protect the Technology, the Licensee may provide the Licensor with an opinion as to the substantial likelihood of success from an independent competent counsel in the field of intellectual property (the “Opinion”).

2.4

If, after three (3) months from the time the Licensor receives the Opinion, the Licensor declines or fails to defend or protect the Technology, the Licensee shall have the right, at its own cost, to prosecute, defend or assume conduct of the prosecution or defence of the Technology provided that the Licensee:

retains the legal counsel approved by the Licensor; and

regularly consults the Licensor’s designated Attorney in privilege communication in order to:

keep the Licensor fully informed of the progress of the proceedings;

ii.

consult the Licensor on all legal matters pertaining to the proceedings; and

iii.

provide the Licensor with copies of all pleadings and correspondence pertaining to the proceedings.

The Licensee and Licensor agree that the proceeds and any damages awarded in these proceedings shall be considered the Royalty after the Licensee’s legal and attorney costs have for such action have been deducted from such proceeds or damages awarded.

a.1

In all such proceedings, each of the Parties shall cooperate and assist the other to the fullest extent possible on any such negotiations and proceedings.

a.2

If the Licensor is a party to proceedings, referred to in clause 11 of this Agreement, the Licensor may in its sole discretion settle any dispute with any third party at any time without notice or compensation to the Licensee.

TERMINATION

1.1

The Licensor may terminate this Agreement:

For cause immediately upon delivery of written notice to the Licensee if the Licensee materially breaches this Agreement, and such breach is not cured within sixty (60) days following delivery to the Licensee by the Licensor of written notice identifying the breach and stating its intention to terminate this Agreement if the breach is not cured within the sixty (60) days or some other mutually agreed upon time frame. Agreement will not be unreasonably withheld by the Licensor.

immediately upon delivery of written notice to the Licensee if bankruptcy or insolvency proceedings have been initiated for the distribution of the assets of the Licensee;

immediately upon delivery of written notice to the Licensee if there is a Change of Control (subsequently defined) in respect of the Licensee without the prior written consent of the Licensor;

immediately upon delivery of written notice to the Licensee if the Licensee assigns or attempts to assign this Agreement or any rights granted hereunder without the prior written consent of the Licensor; and

The Licensor shall have the right of first refusal to purchase all or part of the assets of the Licensee should they come up for sale for any reason, and Licensee shall give reasonable prior notice to Licensor of any such proposed sale and shall provide Licensor with reasonable opportunity to purchase such assets on the same terms on which Licensee is prepared to sell them to another party.

a.1

Upon the termination of this Agreement the Licensee shall deliver to the Licensor all the Licensee’s Products, and cease using the Technology.

NOTICES

2.1

Any notice, consent, or other communication required or authorized under this Agreement to be given by either party to the other party shall be in writing, shall be deemed to be properly given when actually transmitted or delivered, and shall be delivered to the Parties at their respective addresses as set out below or at such other address as may be designated by written notice of the Party:

in the case of the Licensor to:

Canadian Integrated Optics International, Inc.

8 St. Georges Street

Douglas

Isle of Man, IM1 1AH

Attention: Ross Hill

and

in the case of the Licensee to:

QV, Quantum Ventures Inc.

16 Midlake Boulevard, Suite 312 SE

Calgary, Alberta T2X 2X7

Attention: Desmond Ross

LICENSOR’S DESIGNATED ATTORNEY

1.1

Upon the request of the Licensee, the Licensor shall within seven (7) business days provide the Licensee with the name of their designated Attorney and his/her contact information.

GUARANTEE AND INDEMNITY

1.2

The Licensee shall indemnify and undertake to defend the Licensor and its affiliates, shareholders, directors, officers, employees and agents and hold them harmless against all claims, suits, proceedings, demands, actions of any nature or kind whatsoever, damages, judgments, costs, expenses and fees (including, but without limitation, reasonable legal expenses) arising out of or in any way connected with the manufacture, use marketing or sale of the Licensee’s Products and the Technology.

1.3

The Licensee agrees to cooperate fully with and assist the Licensor in the defence of such claim and execute such documents and does such acts and things as in the opinion of the Licensor may be reasonably necessary.

FURTHER ASSURANCES

2.1

The Parties shall from time to time, at its own expense, execute and deliver all such other and further deeds, documents, instruments and assurances as may be necessary or required to carry out and to put into effect the purpose and intent of this Agreement.

15.2

The Licensee shall cooperate with and assist Licensor in defence of any claims and shall execute documents and do such other things as in the opinion of the Licensor are reasonably necessary.

RELATIONSHIP OF PARTIES

3.1

Nothing in this Agreement is intended, nor shall it be deemed, to confer on or constitute either party as the agent of the other or to create a partnership, subsidiary, joint venture, franchise or similar relationship between the parties.

3.2

Neither party shall have the power to obligate or bind the other party in contract, tort or otherwise howsoever except as provided in this Agreement.

SURVIVAL

4.1

All obligations of the Licensor and the Licensee which expressly or by their nature survive the termination or expiration of this Agreement shall continue in full force and effect.

FORCE MAJEURE

5.1

Neither party shall be responsible to the other for the non-performance or delay in performance (other than the payment of money) occasioned by any causes beyond its control including, without limitation, acts of civil or military authority, strikes, lockouts, embargoes, insurrections, acts of God or acts of terrorism.

5.2

If any such delay occurs, any applicable time period shall be extended for a period equal to the time lost, provided that the party affected makes reasonable efforts to mitigate the consequences of such an event and gives the other party prompt notice of any such delay.

ASSIGNMENT AND CHANGE OF CONTROL

6.1

This Agreement and the license rights granted hereunder, or any part thereof, may not be assigned or transferred by the Licensee without the prior written consent of the Licensor.

6.2

Any change in the control or identity of the Licensee, be it direct or indirect, including without limitation, by sale of all or a substantial portion of the assets of the Licensee, any shareholder selling or transferring any of the shares in the Licensee (except by the Licensor or any subsequent holders of Licensor’s shares), share issuance of the Licensee, merger, material change in control and management of the Licensee or otherwise, shall be deemed to be an assignment (“Change of Control”).

AGREEMENT BINDING ON SUCCESSORS AND ASSIGNS

7.1

This Agreement shall enure to the benefit of and is binding upon the Parties and their respective affiliates, successors and permitted assigns.

ENTIRE AGREEMENT AND NO WAIVER OF RIGHTS

8.1

This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter herein and supersedes all prior agreements, understandings, negotiations, discussions, and representations, written or oral, between the Parties with respect thereto.

8.2

There are no representations, promises, warranties, covenants or undertakings other than those contained in this Agreement, which together represent the entire understanding of the Parties.

8.3

This Agreement may not be released, amended or modified by the Parties in any matter except by written instrument signed on behalf of each of the Parties by their duly authorized officers or representatives.

8.4

The failure of or delay on the part of any party hereto to enforce any of its rights under this Agreement shall not be deemed to be a continuing waiver or a modification by such party of any of its rights under this Agreement, and any party, within the time provided by the applicable law, may commence appropriate legal proceedings to enforce any or all of its rights under this Agreement, and any prior failure to enforce or delay in enforcement shall not constitute a defence.

8.5

This Agreement may not be amended except by written agreement between the Parties.

COUNTERPARTS

9.1

This agreement may be executed in any number of counterparts, and may be delivered by facsimile. All of these counterparts shall for all purposes constitute one agreement, binding on the parties, notwithstanding that all parties are not signatory to the same counterpart.

HEADINGS, CONSTRUCTION AND INTERPRETATION

10.1

The headings in this Agreement are for convenience of reference only and shall have no legal effect in the interpretation of the terms hereof.

10.2

The Parties acknowledge that this Agreement has been the subject of full opportunity for negotiation and amendment and that the party who has taken the role of drafter shall not suffer any adverse construction of any terms or language of this Agreement because of such role.

SEVERABILITY

11.1

In the event that any part, section, article, clause, paragraph or subparagraph of this Agreement shall be held to be indefinite, invalid, illegal or otherwise voidable or unenforceable (the “Invalid Provision”), the entire Agreement shall not fail on account thereof, and the balance of this Agreement shall continue in full force and effect.

11.2

The Parties agree to negotiate to replace the Invalid Provision with a valid provision which follows the original intent of the Invalid Provision as closely as possible.

GOVERNING LAW

12.1

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada in force therein without regard to its conflict of law rules, except that the issues of any securities hereunder shall be governed by United States federal securities laws.

25.2 The Parties agree that by executing this Agreement they have submitted to the exclusive

jurisdiction of a court of competent jurisdiction within the Province of Alberta.

Nothing in this Agreement excludes the Parties from seeking injunctive and equitable relief

in a court of competent jurisdiction.

ARBITRATION

13.1

Subject to the provision of section 26.2 in the event of a disagreement or dispute between the parties or any other issue relating to this Agreement, whether in respect of its interpretation or application, or the alleged nullity of same, in whole or in part, or in respect of the respective rights and obligations of the Parties, such matter shall be submitted, to the exclusion of any recourse before the courts of general jurisdiction (except where recourse may be made to the Courts as set out in section 26.2), to arbitration in accordance with the applicable provisions of the Commercial Arbitration Act, R.S.B.C. 1996, c. 55, except to the extent modified by the following provisions:

the matter shall be submitted to arbitration before a single arbitrator;

the party requesting arbitration shall send the other party an arbitration notice which shall include the name of its proposed arbitrator;

upon written request by one party to the other party within ten (10) business days of the receipt of the notice transmitted in accordance with clause 26.1(b) of this Agreement, any identical or related matters shall be heard and judged at the same time, before the same arbitrator;

within fifteen (15) days of the sending of the arbitration notice under clause 26.1(b) of this Agreement, the other party may object to the choice of the arbitrator proposed by the party requesting arbitration. If no such objection is made within said period, the other party shall be deemed to have agreed on the choice of the single arbitrator designated under clause 26.1(a) of this Agreement and to have recognized the independence and impartiality of the arbitrator designated under clause 26.1(a) of this Agreement;

if the other party has objected to the proposed arbitrator within the period provided in clause 26.1(d) of this Agreement, the party requesting arbitration and the other party shall designate an arbitrator mutually acceptable to them within ten (10) business days after expiration of the period provided in clause 26.1(d) of this Agreement. If they fail to agree upon an arbitrator within such ten (10) business days period, an arbitrator, who shall not be a related party to any party to such arbitration and who has substantial professional experience with regard to corporate legal matters, shall be appointed by a Judge of the Supreme Court of Alberta as soon as practicable;

the arbitration sessions shall be held in Calgary, Province of Alberta, or in such other place that is mutually agreed upon in writing;

the arbitrator shall have the power to establish his own procedure and will render his decision in writing;

the allocation of the arbitration fees shall be as determined by the arbitrator and failing such determination, they shall be shared equally;

the arbitrator shall render his/her decision and notify the Parties as soon as possible;

the decision of the arbitrator shall be final and not subject to appeal and shall be binding on the Parties, and shall be enforceable by any court of competent jurisdiction; and

the arbitrator may arbitrate informally as amiable compositeur if invited to do so by the Parties in writing, otherwise, he/she shall settle the dispute according to the rules of law.

a.1

Notwithstanding section 26.1 of this Agreement, if Licensor wishes to make any claim for any breach or default by Licensee of any matters referred to section 6.1, section 7.2, Part 10 or Part 11 of this Agreement, Licensor may, at its option, make such claims in or before a court of competent jurisdiction, and may claim injuctive relief or any other extraordinary recourse from such court, if such relief is available in the circumstances.

IP License Agreement

IN WITNESS WHEREOF the Parties have executed this Agreement with effect as of the Effective Date.

Canadian Integrated Optics International Limited

Per: _/s/ Ross Hill, May 7^th, 2008

Name: __Ross Hill

Title: Director

QV, Quantum Ventures, Inc.

Name of Licensee

Per: __/s/Desmond Ross, May 16, 2008

Name: __Desmond Ross

Title: ____President