Viaspace, Inc. (VSPC)

[hedge_fun]

VGE (Chang) foreclosed on VSPC when they failed......

to make payments for the sub sub license. Therefore the (ahem) IP (sub sub license) went back to Chang and VGE/IPA. The trademark wasn't registered until after the foreclosure on the IP.

After the sub sub license went back to Chang, VSPC entered into a sub sub sub license agreement with Chang/IPA/VGE.

Effective as of September 30, 2012, VIASPACE Inc. (the “Registrant”), VIASPACE Green Energy, a British Virgin Islands corporation (“VGE”), Stephen Muzi, Carl Kukkonen (Muzi and Kukkonen are referred to as “Former Employees”), Sung Chang (“SC”) and Changs, LLC, a limited liability company controlled by Chang (“Chang”) entered into the Recapitalization Agreement (“Recap Agreement”).

Prior to the Recap Agreement, Chang held a promissory note granted by the Registrant in the principal amount of approximately $5.3 million (“Chang Note”). VIASPACE held 6,503,920 shares of VGE common stock (“VGE Shares”) and was its largest shareholder. In connection with the Recap Agreement, the Registrant agreed to transfer all of the VGE Shares to VGE which would then be cancelled. VGE would then deliver 6,503,920 newly-issued VGE Shares to Chang. Chang agreed that the Chang Note and the related Stock Pledge Agreement, Security Agreements and Guaranty Agreement (collectively “Note Ancillary Documents”) would be subject to a “covenant not to sue” and Chang would be unable to enforce any of its rights under such promissory note unless Chang or any of its members, officers and managers (collectively “Chang Indemnified Parties”) were sued; provided that neither the Chang Note nor any of the Note Ancillary Documents may be used as the basis to recover any claims against the Registrant or either of the Former Employees.


Effective of as September 30, 2012, the Registrant and VGE entered into a Supply, License and Commercialization Agreement (“License Agreement”) pursuant to which VGE, in turn, granted to the Registrant for the term of such agreement, a nontransferable, royalty-bearing exclusive license to commercialize Giant King Grass within the world other than China and Taiwan (such area that the Registrant could commercialize GKG is referred to as the “Territory”) and to use the GKG intellectual property and VGE tradename, including, without limitation, to reproduce and publicly display the VGE and GKG tradenames solely in connection with its license to commercialize Giant King Grass and as otherwise provided in such Agreement.

http://www.sec.gov/Archives/edgar/data/1270200/000101968712003603/viaspace_8k.htm