Attached files
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| EX-10.1 - JOINT DEFENSE AGREEMENT - SOUTHWEST IOWA RENEWABLE ENERGY, LLC | form8kexh101_071610.htm |
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
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Date of report (Date of earliest event reported)
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July 13, 2010
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SOUTHWEST IOWA RENEWABLE ENERGY, LLC
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(Exact Name of Registrant as Specified in Its Charter)
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IOWA
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000-53041
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20-2735046
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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| 10868 189th Street, Council Bluffs, Iowa | 51503 | ||
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(Address of Principal Executive Offices)
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(Zip Code) | ||
| (712) 366-0392 | |||
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(Former Name or Former Address, if Changed Since Last Report)
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:
□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. Entry into a Material Definitive Agreement.
On July 13, 2010, Southwest Iowa Renewable Energy, LLC (“SIRE”) and ICM, Inc. (“ICM”) entered into a Joint Defense Agreement (the “Joint Defense Agreement”). Under the Joint Defense Agreement, SIRE and ICM contemplate that SIRE may purchase from ICM one or more Tricanter centrifuges (the “Tricanter Equipment”). The Tricanter Equipment is used to extract non-food grade corn oil from the backend of the ethanol production process. The Tricanter Equipment has been and is subject to (i) a declaratory judgment action filed by ICM in October 2009 seeking a declaration that the Tricanter Equipment does not infringe certain patents held by GS Cleantech Corporation (“GS Cleantech”) and Greenshift Corporation and (ii) civil actions filed by GS Cleantech against third parties asserting, among other things, that the Tricanter Equipment infringes one or more patents held by GS Cleantech and/or Greenshift Corporation (such litigation and similar potential litigation involving SIRE, collectively, the “Patent Litigation”). As a result of the Patent Litigation, SIRE and ICM agreed in the Joint Defense Agreement as follows: (i) that the parties may, but are not obligated to, share information and materials that are relevant to the common prosecution and/or defense of any such Patent Litigation regarding the Tricanter Equipment (the “Joint Defense Materials”), (ii) that any such shared Joint Defense Materials will be and remain confidential, privileged and protected (unless such Joint Defense Materials cease to be privileged, protected or confidential through no violation of the Joint Defense Agreement), (iii) upon receipt of a request or demand for disclosure of Joint Defense Material to a third party, the party receiving such request or demand will consult with the party that provided the Joint Defense Materials and if the party that supplied the Joint Defense Materials does not consent to such disclosure then the other party will seek to protect any disclosure of such materials, (iv) that neither party will disclose Joint Defense Materials to a third party without a court order or the consent of the party who initially supplied the Joint Defense Materials, (v) that access to Joint Defense Materials will be restricted to each party’s outside attorneys, in-house counsel, and retained consultants, (vi) that Joint Defense Materials will be stored in secured areas and will be used only to assist in prosecution and defense of the Patent Litigation and (vii) if there is a dispute between SIRE and ICM, then each party waives its right to claim that the other party’s legal counsel should be disqualified by reason of this Agreement or receipt of Joint Defense Materials. The Joint Defense Agreement will terminate the earlier to occur of (i) upon final resolution of the Patent Litigation and (ii) a party providing ten (10) days advance written notice to the other party of its intent to withdraw from the Joint Defense Agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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10.1
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Joint Defense Agreement between ICM, Inc. and Southwest Iowa Renewable Energy, LLC dated July 13, 2010.
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SIGNATURES
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.
| SOUTHWEST IOWA RENEWABLE ENERGY, LLC | |||
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Date: July 16, 2010
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By:
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/s/ Brian Cahill | |
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Brian Cahill
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General Manager, President, and Chief Executive Officer
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Exhibit Index
Exhibit
Number Description
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10.1
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Joint Defense Agreement between ICM, Inc. and Southwest Iowa Renewable Energy, LLC dated July 13, 2010.
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