Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_____________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of
Report (Date of Earliest event Reported): August 6, 2009
THORIUM POWER,
LTD.
(Exact
name of small business issuer as specified in its charter)
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Nevada
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000-28535
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91-1975651
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1600
Tyson’s Boulevard, Suite 550, McLean, VA 22102
(Address
of Principal Executive Offices)
571.730.1200
(Registrant’s
Telephone Number, Including Area Code)
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Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2.
below):
[_] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[_] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[_] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On August
3, 2009, Thorium Power, Ltd. (the “Company”) entered into a Collaboration
Framework Agreement (the “Framework Agreement”) with Areva (“Areva”) as the next
step contemplated under the Initial Collaborative Agreement between the Company
and Areva, dated July 23, 2009 (the “Initial Collaborative Agreement”) and an
Agreement for Consulting Service between the Company and Areva, dated August 3,
2009 (the “Consulting Agreement”).
Pursuant
to the Initial Collaborative Agreement and the Consulting Agreement, the Company
and Areva agreed on terms for conducting the first phase, and an anticipated
second phase, of an investigation of specific topics of thorium fuel cycles in
Areva’s light water reactors. The Framework Agreement outlines the
terms of future collaborative efforts, beyond the first two phases of the
investigation, between the Company and Areva.
Pursuant
to the Framework Agreement, the Company and Areva will establish a steering
committee, consisting of two employees from each of the Company and
Areva. The steering committee will be responsible for reviewing
project proposals will be empowered to make scientific and/or technical
decisions and to allocate the resources required to implement collaborative
projects. All research and development activities carried out by the
Company and Areva under a collaboration project will be governed by the general
terms of the Framework Agreement and the specific terms of an approved project
plan.
Additionally,
pursuant to the Framework Agreement, Areva has the option to obtain an exclusive
license for all fields of application, other than VVER-type reactors, that are
agreed to in a corresponding approved project plan under reasonable
royalty-bearing terms to use any patentable or otherwise legally protected or
protectable intellectual property owned or reserved by the
Company. Such option would expire 7 months after written notification
by the Company to Areva of the existence of any such intellectual property. Upon
exercising the option, Areva would be granted a royalty-bearing, exclusive,
worldwide license, with rights to sublicense thereunder, to allow Areva to make,
have made, use, offer for sale, sell or otherwise distribute, import, and export
products or systems embodying or based on such intellectual
property. In exchange for and as a condition of such exclusive
license to Areva, Areva will pay to the Company a royalty to be negotiated by
the parties using reasonable good faith efforts and in line with the royalty
parameters specified in the Framework Agreement.
The term
of the Framework Agreement for a period of 5 years and may be extended upon
written agreement of the parties. Either party may terminate the
Framework Agreement with 3 months prior written notice.
The
foregoing description does not purport to be a complete statement of the
parties’ rights and obligations under the Framework Agreement, or the
transactions contemplated thereby or a complete explanation of the material
terms thereof. The foregoing description is qualified in its entirety by
reference to the Framework Agreement, attached hereto as Exhibit
10.1.
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Item
9.01.
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Financial
Statements and Exhibits
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(d) Exhibits
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10.1
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Collaboration
Framework Agreement between Thorium Power, Ltd. and Areva, dated August 3,
2009.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
THORIUM
POWER, LTD.
Date:
August 6, 2009
By:/s/ Seth
Grae
Seth
Grae
President
and Chief Executive Officer
EXHIBIT
INDEX
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10.1
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Collaboration
Framework Agreement between Thorium Power, Ltd. and Areva, dated August 3,
2009.
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