Research Agreement

EXHIBIT 10.1


RESEARCH AGREEMENT

THIS AGREEMENT, effective as of September 17, 2007 (" Effective Date" ), is made and entered into by and between INTERNATIONAL ENERY CORPORATION, having an address at Suite 216 - 1628 West 1st Avenue, Vancouver, British Columbia, V6J 1G1, Canada ("Sponsor") and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California Corporation, acting through its Industry Alliances Office at the University of California, Berkeley, 2150 Shattuck Avenue, Suite 950, Berkeley, CA 94704-6701 (" California" ).


Recitals


WHEREAS, California has established a laboratory directed by Dr. Anastasios Melis to conduct research in the field of algal biochemistry and photosynthesis; and


WHEREAS, the Sponsor wishes to provide financial support for research at the laboratory described in Article 1 and in order to obtain certain rights with respect to the results of the research;


NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereby agree as follows:


1.

Statement of Work

California shall perform research in accordance with its proposal entitled " Hydrocarbon generation technologies in green microalgae," which is attached hereto and incorporated herein as Exhibit A.


2.

Period of Performance

The period of performance of this agreement will be from the Effective Date through September 16, 2009 unless extended by mutual agreement or terminated in accordance with Article 14.


3.

Support for the Research

A.

Sponsor agrees to pay $238,680 to California for the support of Research, payable to California quarterly in advance. The first payment will be due within thirty (30) days after execution of this agreement. Payment should be mailed to:

Extramural Funds Accounting

ATTN: Cynthia Kane, Manager

2195 Hearst Avenue, Room 130

Mail Code 1103

University of California

Berkeley, California 94720-1103

California will invoice Sponsor when payment is due.


B.

If, at any time, California has reason to believe that the cost of the work will exceed the amount set forth in Paragraph A above, California will notify Sponsor in writing, giving a revised budget for completion of the work. Sponsor will not be obligated to reimburse California for any cost in excess of the amount set forth in Paragraph A and California will not be obligated to continue the work or incur costs in excess of that amount unless and until this Agreement is amended in writing and duly executed on behalf of the parties.

C.

Upon expiration or termination of this Agreement California shall provide a final report of expenditures to Sponsor and return any unexpended or uncommitted funds, respectively.


4. Project Management

A.

The work will be performed under the direction of Professor Anastasios Melis (" Principal Investigator" ). No substitution may be made for Principal Investigator without the prior written concurrence of Sponsor.

B.

California' s contact for technical matters relating to the work performed hereunder is:

Anastasios Melis, Ph.D.
University of California at Berkeley
471A Koshland Hall
Berkeley, California 94720

Ph: (510) 642-8166

Email: melis@nature.berkeley.edu


California' s contact for administrative matters relating to the work performed hereunder is:


Michael E. Katz, Ph.D.

Director

Industry Alliances Office
University of California

2150 Shattuck Avenue, Suite 950
Berkeley, California 94704-6701

C.

California agrees to permit Sponsor's representatives to confer as reasonably necessary with Principal Investigator. It is understood and agreed that Sponsor's representatives have no authority to supervise, direct or control the work performed hereunder.

5. Reporting Requirements

A.

Principal Investigator will promptly make an Invention Disclosure Report to the Sponsor with respect to any new and useful process, machine, manufacture or composition of matter conceived and reduced to practice, during the term of this Agreement in the performance of Research hereunder ("Invention") reported to it by Principal Investigator or an individual working under his/her direction.

B.

Principal Investigator will furnish the Sponsor monthly brief Emails and biannual written reports, summarizing Research activity not previously reported pursuant to Article 5(A) hereof (individually, a " Research Information Report" ). Such Research Information Reports will document information and materials (including any chemical compound or substances, biological cell, or component thereof, whether derived from biological material or synthesized) developed in the course of Research hereunder, but which does not constitute an Invention ("Research Information"). The final Research Information Report within ninety (90) days of the term or termination of this Agreement, whichever occurs first.


6. Confidentiality

A.

The Sponsor will treat as confidential all Invention Disclosure Reports and Research Information Reports, as well as any other reports, information and materials furnished hereunder which California has designated as "Confidential." Except to the extent permitted under a license agreement entered into pursuant to Article 7 hereof, the Sponsor will not disclose or make available any information disclosed in such Invention Disclosure Reports and Research Information Reports and other confidential reports, information, and materials to any third party without California's written permission and will use Inventions and Research Information only for the purpose of evaluating its interest in future research or possible commercial development of the results of Research.

B.

California may, but is not obligated to, receive confidential information from Sponsor. California will not disclose or make available confidential informa ...