Technology Transfer Contract
EXHIBIT
10.2
Technology
Transfer Contract
Party
A
(hereinafter “HX”): 上海泓熙投犼发展有榰公司
Party
B
(hereinafter “3S”): Sensor System Solutions, Inc.
Party
C
(hereinafter “CAAS”): China
Automotive Systems, Inc.
Joint
venture (hereinafter “USI”): 湖北泓盈传感技术有榰公司
(Universal Sensors, Inc.)
Overall
| 1.1 |
All
parties agree to establish a joint venture - Universal
Sensors, Inc. in
the Wuhan East Lake development zone. This joint venture will combine
3S’s
advanced sensor manufacturing technology with superb position in
the auto
spare parts market of Hubei
HengLong Group
which is a subsidiary of HX and CAAS to produce sensor modules for
domestic and foreign automotive market and other
industries
|
| 1.2 |
The
registered capital of the joint venture will be USD 10 million. HX
will
invest USD 1 million in cash and other collaterals, 3S will invest
USD 3
million with technology and other related assets, and CAAS will invest
USD
6 million in cash and other collaterals. All parties will sign this
agreement as an effective appendix of the joint venture
contract.
|
Technology
to Be Transferred
| 2.1 |
All
of 3S’ existing sensor related
technology.
|
| 2.2 |
Technology
include but not limited to: Micro-Electro-Mechanical Systems (MEMS)
integration technology, fabrication technology of MEMS silicon pressure
sensor, MEMS vacuum package technology, thin film sensor technology,
Silicon-on-Metal sensor technology, application specific integrated
circuit for analog signal conditioning,
etc.
|
Technology
transfer
| 3.1 |
3S
will transfer above technology to USI and will give USI the exclusive
right to use them in China. This will be counted at 3S’ USD 3 million
investment.
|
| 3.2 |
The
value of above right should be assessed by an organization or personnel
that are agreed by three sides.
|
| 3.3 |
3S
will provide HX and HCAAS
with a detail technology list and an evaluation before signing the
joint
venture agreement. This technology list must include certificate
or proof
of patent or know-how, and illustrations of
applications.
|
| 3.4 |
3S
guarantees that these transferred technologies can be used for mass
production .
|
| 3.5 |
To
facilitate the preparation work for production and management, 3S
will
provide a complete set of document for these technologies after the
formation of this joint venture. 3S will also promptly transfer any
newly
developed sensor related technology to the joint venture without
additional charge to sure that USI can keep up with 3S’ new product
introduction.
|
| 3.6 |
3S
agrees that it will not transfer any above technologies and new sensor
related technologies to any other organizations or persons in China.
3S
will forbid its joint venture partner to use or transfer any of above
technologies to China if 3S forms any joint venture outside of China.
|
| 3.7 |
HX,
CAAS and USI agree not to transfer, in any form or shape, above
technologies from 3S to any organizations or persons.
|
Market
| 4.1 |
3S
will gradually transfer its customers in China and Asia to USI whenever
USI is ready for volume production.
|
| 4.2 |
USI’s
market is mainly in China and Asia; it can also export to other regions
and countries. However, USI needs to get 3S’s approval beforehand if 3S
already in these regions or countries.
|
| 4.3 |
USI
can sell its product under its label or with 3S’s label. It can also use
3S’s sales channel and market with 3S’s approval.
|
Technology
Development
| 5.1 |
USI
will establish a sensor R&D center, and will cooperate with
universities in China to develop new products and the new sensing
technologies.
|
| 5.2 |
USI
will own all new products and new technologies developed by this
joint
venture.
|
Others
| 6.1 |
This
contract along with the technology list and the technology assessment
report are attachments of the join venture
agreement.
|
| 6.2 |
There
will be four copies of originally signed contract. HX, CAAS, 3S and
USI
each will own one copy. There will be several duplicate copies for
business application and
registration.
|
| 6.3 |
The
effective date of this contract is the same as the date on the joint
venture contract.
|
上海泓熙投犼发展有榰公司
On
behalf
of:
Sensor
System Solutions, Inc.
On
behalf
of:
China
Automotive Systems, Inc.
On
behalf
of: