EXHIBIT 10.8

Exhibit 10.8

FRAMEWORK AGREEMENT

between

National Agency for New Technologies, Energy and Sustainable Economic Development

(ENEA)

and

NEWCLEO S.R.L.

This framework agreement (hereinafter the “FA”) is made between:

the Italian National Agency for New Technologies, Energy and Sustainable Economic Development (ENEA), having its registered office at Lungotevere G.A. Thaon di Revel, 76, 00196 Rome (Italy), hereby represented by the President Mr. Gilberto Dialuce, and hereinafter referred to as “ENEA”

and

Newcleo S.r.l., a company organized and existing under the law of Italy and having its registered office at Via Galliano 27, 10129 Turin (TO), Italy, registered at Turin Companies Register under number 12517780016, hereby represented by Ms. Elisabeth Rizzotti as sole Director, hereinafter referred to as “NEWCLEO”,

each, individually, a “Party” and, collectively, the “Parties”:

WHEREAS:

NOW THEREFORE, the Parties agree as follows:

ARTICLE 1

(Objective)

The objective of this FA is to establish a framework for confidential and proprietary collaborative discussions regarding the research and development, design and analysis of technologies and solutions for innovative nuclear systems aiming at reducing the radiotoxicity of nuclear waste and at a safer energy production (no off-site emergency response to any beyond design basis accident).

ARTICLE 2

(Form and matter of co-operation)

Joint activities conducted under this FA include, but are not limited to, the exchange of information and knowledge, close cooperation between scientific staff from both Parties, the exchange of jointly developed technological equipment and codes, the alignment of experimental programs on innovative nuclear systems, the mutual assistance in the design, numerical simulation and construction of key components, facilities and plants.

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In order to accomplish the main objective set out here above, the Parties, will set up a joint working group (“WG”), with personnel designated among their respective organizations, aiming at identifying possible activities to be carried out jointly, proposing and implementing specific collaboration agreements (“SCA”) between the parties.

The SCA, in addition to the scientific aspects, shall include financial aspects, contractual clauses and obligations. Each SCA shall be approved in writing by the Parties.

The Parties hereinafter appoint the following respective coordinators in order to diligently supervise the implementation of this FA:

The Parties agree that the topics included in the objective are the following:

Having set the above-described general topics of the collaboration, here below a non-exhaustive, more specific list is reported (it is intended that specific topics can be added by additional agreements between the Parties):

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ARTICLE 3

(Exchange of information and confidentiality)

Background will remain the property of the Party contributing it within the scope of the FA. Each Party shall have the right to access to the background owned by the other Party, to the extent that is reasonably necessary to accomplish the purposes of this FA.

Each Party undertakes to treat as strictly confidential any and all information and data of any nature and under any support whatsoever disclosed by the other Party for the purpose of this FA (the “Confidential Information”) the latter being a subset of the background of the disclosing Party.

Any Confidential Information exchanged under this FA, or which comes into the possession of a Party hereto, shall remain the exclusive property of the Party furnishing such Confidential Information. The recipient Party shall not use any Confidential Information for any purpose except as described and agreed in this FA and/or in the SCAs implementing this FA, nor shall they disclose any Confidential Information to any third party without the prior written consent of the disclosing Party.

Confidential Information specifically excludes such information which:

The provisions of this Article shall survive the expiration or termination of this FA for a period of 5 (five) years after expiration or termination.

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ARTICLE 4

(Name or emblem)

Neither Party shall use the name or emblem of the other Party, or any abbreviation thereof, in connection with its business or otherwise without the express prior written approval of such other Party.

ARTICLE 5

(Access rights to pre-existing knowledge)

The cognitive background of one Party made available to the other as part of a collaborative activity is granted free of charge only for the duration and for the purpose of that specific collaboration.

ARTICLE 6

(Results of collaborations)

It being understood that each of the Parties is the exclusive owner of the results obtained independently and with its own means, even if in the context of the researches object of the collaboration referred to in this Agreement, in the event that the joint conduct of research leads to subject to protection under the laws on Industrial / Intellectual Property, the results regime will be that of co-ownership according to the economic-financial sharing shares and according to the inventive contribution provided by the Parties, without prejudice to the moral rights of those who have carried out research activity. The Parties recognize the mutual use for institutional and research purposes of the results achieved jointly.

Without prejudice to the principles set out above, the Parties will establish in the SCA or in subsequent agreements (co-ownership management agreements) the specific clauses relating to the definition of quotas, methods of protection and burden sharing, methods of exploitation and defense of joint rights.

ARTICLE 7

(Publications)

In the event of results achieved and consisting of contributions from the autonomous and separable Parties, even if they can be organized in a unitary form, each Party may independently publish and / or disclose the results of its studies, research and experimental tests, expressly acknowledging the contribution of the other Party. In the event of results achieved and consisting of joint contributions of the Parties, indistinguishable and inseparable, each Party may publish and / or disclose the results of the activities, only, with the written authorization of the other Party, which may be denied only for reasonable reasons, reasons linked to strict considerations on the protectability and exploitation of intellectual property and on the industrial development of said results. If the publications contain data and information disclosed by one Party to the other confidentially, the Party receiving the confidential information must request prior written authorization from the other.

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ARTICLE 8

(Funding)

This Collaboration Agreement does not involve financial charges for the Parties.

ARTICLE 9

(General Provisions)

All activities under this FA will be in accordance with the applicable laws of Italy.

ARTICLE 10

(Governing Law and Settlement of Controversies)

Any dispute, controversy and difference as to the interpretation of the implementation of this FA, shall be settled by mutual consultation or negotiation between the Parties.

This FA and the relationship between the Parties hereunder shall be governed by and construed in accordance with the substantive law of Italy.

Unless capable of being resolved by amicable settlement, any disputes arising between the Parties in connection with this FA shall be submitted to the exclusive jurisdiction of the Tribunal of Rome, Italy.

ARTICLE 11

(Entry into effect and termination)

This FA enters into effect between the Parties on the date written below and remains in effect for five (5) years. It can be extended for an equal period my mutual written agreement six (6) months before it expires.

The FA can be renewed after its expiration by mutual written agreement.

This FA may be amended by mutual written agreement and may be terminated at any time by either Party upon six (6) months written notice to the other Party.

ARTICLE 12

(Official language)

All letters, drawings, reports and other documents for the implementation of the FA and of the SCAs, as well as the discussions between the Parties shall be in Italian or English.

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ARTICLE 13

(Miscellaneous)

This FA is signed in 2 (two) copies, each having equal legal force and authenticity.

For National Agency for New Technologies, Energy and Sustainable Economic Development (ENEA)

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