Item 1.01. Entry into a Material Definitive Agreement

On December 17, 2008, Open Energy Corporation ("we" or the "Company") entered into a manufacturing and license agreement (the "License Agreement") with Wuxi Suntech Power Co., LTD ("Suntech") pursuant to which, among other things, we granted Suntech an exclusive license of the intellectual property incorporated into our solar membrane product and any similar or new generation membrane products (the "Membrane Products"). Pursuant to the License Agreement, Suntech will have the exclusive right to manufacture and sell the Membrane Products on a worldwide basis during the term of the License Agreement, which extends through December 31, 2013. We will earn royalties as a percentage of Suntech's total sales of the Membrane Products on a quarterly basis during the term of the License Agreement in accordance with a formula specified in the License Agreement.

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