Global Resource CORP · 8-K · For 10/14/09 · EX-10.1
UNIVERSAL ALTERNATIVE FUELS, INC.
By: /s/ Greg Goldberg
Greg Goldberg, President
EXHIBIT 10.1
LICENSE AGREEMENT
License Agreement made effective this 14th day of October, 2009 (the "Effective Date") by and between Global Resource Corporation as Licensor (hereinafter called "Licensor"), a Nevada corporation having a principal place of business at 1000 Atrium Way, Suite 100, Mount Laurel, New Jersey 08054 and Universal Alternative Fuels, Inc., as Licensee (hereinafter called "Licensee"), a Nevada corporation having a principal place of business at 1400 Old Country Road, Suite 206, Westbury, NY 11590.
WHEREAS, Licensor has developed certain microwave technology for the recovery of commercially usable energy or energy-producing materials, such as oil and gas, together with by-products which may have commercial value, and Licensor has filed certain patent applications for the protection of such technology, which patent applications are pending;
WHEREAS, Licensor continues, and has continued, directly, and indirectly through contractors (e.g., Ingersoll Production Systems), to perform research and development and has improved upon, added to, and enlarged its technology beyond the content of the patents pending, and intends to continue to do so;
WHEREAS, Licensee desires to establish a business of (a) selling machines embodying the microwave technology of Licensor as applied to oil shale and coal to recover commercially usable energy, energy-producing materials and by-products from such sources and (b) using such machines itself for the recovery of energy, energy-producing materials and by-products from oil shale and/or coal and (c) sub-licensing the use of the Technology, the pending Continuation Application and the process hereinafter described within the Licensed Field of Use;
WHEREAS, Licensor has filed a continuation application with the U.S. Patent and Trademark Office ("PTO") for the microwave processing of (i) oil shale and (ii) coal, a true and complete copy of which is attached as Schedule A to this License Agreement (the "Continuation Application");
WHEREAS, Licensee desires to secure an exclusive, royalty-free world-wide license for the application of the Licensor's Technology (now or hereafter acquired) and the patents pending to the recovery of energy, energy-producing materials and by-products from oil shale and/or coal, for the foregoing business purposes;
WHEREAS, Licensor is agreeable to licensing Licensee, on an exclusive and royalty-free basis, world-wide, for the use of the Technology solely in the Licensed Field of Use and the patents pending for the recovery of energy, energy-producing materials and by-products from oil shale and/or coal, for the foregoing business purposes of Licensee;
WHEREAS, Licensee acknowledges that Licensor has entered into a JDA with Schlurnberger for the development of the technology as applied to heavy oils, and Licensor and Licensee agree that this License Agreement does not include any application covered by the subject matter of the JDA with Schlumberger; and Licensee also acknowledges its awareness of a Marketing and Licensing Agreement (the "C6 Agreement") entered into by Licensor with C6 Energy Pty. Ltd ("C6") which is the subject of a termination notice by Licensor;
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UNIVERSAL ALTERNATIVE FUELS, INC.
By: /s/ Greg Goldberg
Greg Goldberg, President
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals and duly executed this License Agreement on the date(s) indicated below, to be effective the day and year first above written.
GLOBAL RESOURCE CORPORATION
By: /s/ Peter A. Worthington
Peter A. Worthington, Chairman and CEO
Global Resource CORP · 8-K · For 10/14/09 · EX-10.1
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