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Item 1.01 Entry into Material Definitive Agreement
Framework Agreement with Alstom (Switzerland) Ltd.
On June 24, 2013, through our wholly owned subsidiary Mantra Energy Alternatives Inc., Mantra Venture Group Ltd., (“we”, “us”, “our”) entered into an Agreement with Alstom (Switzerland) Ltd. concerning the joint research and development projects relating to (1) a pilot plant for the conversion of carbon dioxide to formate at a Lafarge cement plant (the “Lafarge pilot project”) and (2) the development of processes for the conversion of carbon dioxide to other valuable chemicals.
Structure
Pursuant to the Agreement Mantra and Alstom will co-operate in one or more research and development projects related to Mantra’s Electro-Reduction of Carbon Dioxide (ERC) technology. Prospective projects will be associated with the development of technologies and processes for the conversion of CO 2 to chemical products and the investigation of the feasibility of scale-up and commercialization of these processes. Prior to undertaking any research and development project under the agreement, Mantra and Alstom will mutually agree to special terms and conditions governing the purpose, aims and objectives of any such project, including technical descriptions, the designation of work phases and project managers, and the allocation of responsibilities and costs between the parties. The commencement of any work phase for any project will be at the sole discretion of Alstom.
Intellectual Property Management
Mantra and Alstom also will establish an intellectual property committee to oversee and manage all intellectual property issues and activities resulting from the Agreement, including the protection of any new intellectual property. Each party will have exclusive right and discretion to prosecute all patents and patent applications resulting from its work on any project. The parties will jointly prosecute any intellectual property in jointly-owned results. Alstom will have the additional option under the agreement to acquire an exclusive license to intellectual property created by Mantra under the agreement, and to a license to Mantra’s ERC technology as may be reasonably required to exploit intellectual property assumed by Alstom. The agreement does not affect ownership of any underlying intellectual property of either party.
Lafarge Pilot Project and Carbon Dioxide to Alternative Products
The Agreement will remain valid for 5 years or the completion of the last active project, whichever last occurs, and may be extended at any time by the written agreement of both parties. The first joint research and development project under the agreement is the Lafarge pilot project, which plans for the design, construction, and installation of a pilot plant for the conversion of 100 kg/day carbon dioxide to formate, followed by a commercialization scale-up study. The Alstom contribution to the Lafarge pilot plant project will be approximately $250,000 CAD in in-kind services.
A second integrated research and development project will study carbon dioxide conversion to alternative chemical products by electrochemical reduction, with a focus on catalyst materials and lifetime. T he Alstom contribution to the alternative products project will be approximately $190,375 CAD for phase 1.
For Phases 2 through 4 Alstom’s planed but not committed contribution is estimated at $456.125 CAD and the final amount of phase 5 will be determined. Mantra and Alstom are actively seeking external funding to support the execution of the projects.
The description of the Agreement contained in this Item 1.01 is a summary and is qualified in its entirety by reference to the copy of the Framework Agreements that is attached hereto as Exhibit 10.1, which is incorporated herein by reference. Portions of the Agreement are subject to a FOIA Confidential Treatment Request to the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The omitted material has been included in the request for confidential treatment.
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Payments |
| 8.1 |
Costs for each approved Work Package and Phase shall be no greater than that shown in the itemized budget for the relevant Project’s Special Terms and Conditions. |
| 8.2 |
Mantra shall submit to ALSTOM a detailed, monthly invoice, specifying the services completed and the relevant Work Package and/or Phase. Alstom will pay Mantra approved fees and expenses for services performed in accordance with this Agreement within 30 days after receipt of invoice. The invoice will be submitted to Alstom within 60 to 90 days of the end of a Project. The payment of retention money for will be made after Alstom’s final acceptance of deliverables due under the Project. Alstom’s billing address is: |
ALSTOM (Switzerland) Ltd.
Brown Boveri Str. 7
5401 Baden
Switzerland
Attn: Michal Bialkowski
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Payments shall be submitted to the address noted on the invoice. |
