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SYNM > SEC Filings for SYNM > Form 8-K/A on 23-Apr-2009All Recent SEC Filings

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Form 8-K/A for SYNTROLEUM CORP


23-Apr-2009

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01. Entry into a Material Definitive Agreement.
On February 25, 2009 Syntroleum Corporation announced that the Company had entered into definitive agreements with China Petroleum & Chemical Corporation (Sinopec Corp.) for the transfer of Syntroleum's Fischer-Tropsch technology. Under the terms of the agreements, Sinopec Corp. will receive a non-exclusive right to use Syntroleum's Fischer-Tropsch technology for coal, petroleum coke, asphalt, and related feedstocks in China and for coal in the rest of the world excluding North and South America, Australia, New Zealand and India for an unlimited number of units and production capacity. As a part of the agreement, Sinopec Corp. will establish a pilot plant in China based on Syntroleum's Catoosa Demonstration Facility ("CDF") equipment for joint technology demonstration, development and commercialization. Both companies will share the profits from the licensing of improved technology in China. Under the terms of the agreement, Syntroleum is to receive a total of $20 million in direct payments net of Chinese tax, of which $8 million has been received. Of the remaining $12 million, $6 million has been invoiced associated with the delivery and acceptance by Sinopec Corp. of technology documentation. The remaining $6 million is due in payments associated with the relocation to China by Sinopec Corp. of, among other things, the Fischer-Tropsch reactors, catalyst filtration equipment and catalyst regeneration sections of Syntroleum's CDF.



Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith:

     10.85*     Technology Transfer Agreement dated December 15, 2008 but
                effective as of February 20, 2009, between Syntroleum and
                Sinopec Corp. (incorporated by reference to Exhibit 10.85 to
                the Company's Current Report on Form 8-K filed with the
                Securities and Exchange Commission on February 25, 2009).

     10.86*     CDF Equipment and Material Transfer Agreement dated
                December 15, 2008 but effective as of February 20, 2009,
                between Syntroleum and Sinopec Corp. (incorporated by
                reference to Exhibit 10.86 to the Company's Current Report on
                Form 8-K filed with the Securities and Exchange Commission on
                February 25, 2009).

* CERTAIN PORTIONS OF THIS EXHIBIT AND THE ANNEXES THERETO WHICH ARE INDICATED BY "XXX" HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
RULE 24b-2
OF THE SECURITIES AND EXCHANGE ACT OF 1934.


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