Discovery Gaming Community

Development and License Agreement
Ageira Innovations and Rosenkov Technology

This Amended and Restated Development and License Agreement (the "Agreement") is made effective as of January 28, 821 A.S. by and between Ageira Innovations (AI) and Rosenkov Technology (RT).

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WHEREAS, AI has begun development of R-8X Drill Bit and owns or controls certain technology, including know-how and intellectual property.

WHEREAS, RT and AI wish to continue development in a collaborative fashion and wish for RT to commercialize the new DB1-AR Ageira-Rosenkov Space Mining Operations Drill Bit (Licensed Products) based on R-8X Drill Bit so that the resources and expertise of each is put to good use.

WHEREAS, RT and AI entered into a Development and License Agreement, date January 28, 821 (the "Effective Date").


RT shall have full responsibility for and control of development and commercialization of Licensed Products.

AI shall provide active supervision over and consultation in the process of development. AI shall provide unique raw materials necessary for production of Licensed Products.


RT shall use its commercially reasonable and diligent efforts to develop and commercialize each Licensed Product in each House, Independent and pseudo-House status territory in which Regulatory Approval is received. RT shall have the sole responsibility for, and right to make all decisions regarding, all commercialization activities, including without limitation sales, marketing and product launch activities and tactical execution of marketing and sales promotional programs in the Territory, and all marketing and promotional materials related to Licensed Products shall be prepared by RT.


a) RT Patent Rights and Know-how. AI hereby grants to RT an exclusive license, with the right to sublicense, within the Territory to AI Know-how and AI Patent Rights, to research, develop, manufacture or have manufactured, use, import, export, sell or offer for sale any and all Licensed Products.

b) AI Patent Rights. RT hereby grants to AI an exclusive license, with the right to sublicense, within the Territory to RT Know-how and RT Patent Rights, to research, develop, manufacture or have manufactured, use, import, export, sell or offer for sale any and all Licensed Products.


RT is obliged to pay AI a one-off milestone of 23 million S.C. prior to execution of this Agreement.

RT shall make royalty payments to AI with respect to Net Sales of each Licensed Product in any of the houses, as follows:

Subject to section above, for any Licensed Product including the R-8X Drill Bit patent that RT manufactures and commercializes, RT shall pay a royalty of 25 percent (25%) of Net Sales to AI.


Inventions made during the course of the development carried out under this Agreement jointly by employees of both Parties shall be jointly owned by RT and AI.


RT hereby agrees to save, defend and hold AI and its agents and employees harmless from and against any and all suits, claims, actions, demands, liabilities, expenses and/or loss, including reasonable legal expense and attorneys' fees ("Losses") resulting directly from RT's or any sublicensee's manufacturing of the DB1-AR Drill Bit, performance of work under any agreed upon Development Plan, or testing, labeling, marketing, use or sale of Licensed Products in the Territory, except to the extent such Losses result from the negligence or willful misconduct of AI.


This Agreement is a legal and valid obligation binding upon both AI and RT and enforceable in accordance with its terms. The execution, delivery and performance of the Agreement by AI and RT does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor violate in any material respect any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized representatives as of Effective Date.

AGEIRA INNOVATIONS
By: Daniel Brock
Title: Director of Research and Development Department

ROSENKOV TECHNOLOGY
By: Tajima Rosenkov
Title: C.E.O.