https://drive.google.com/file/d/0B8Prk1VqEFwgcXNPMGpnMHFvRUk/view
↑これのテキストおこしと、その日本語訳のたたき台↑
(注)あくまでたたき台なので、精度は非常に悪いです。
29.By mid August 2016, ProjectXenon was shaping up to be a great success.
"Ripple" was gaining momentum, and excited to start a Commercial Partnership with R3, which "Ripple" understood-based on R3's representations - would allow "Ripple" to really benefit from R3's banking consortium.
With additional projects in mind, and in an effort to solidify the Commercial Partnership, "Ripple" agreed to execute a Technology Partnership Agreement (the "TPA") with R3.
30.On August 16, 2016, "Ripple" and R3 executed the TPA, which outlined both Project Xenon (and other phases of the Project) and the Commercial Partnership.
31.Because Project Xenon was already effectively completed at the time of the TPA's execution, the TPA was intended to formalize the Commercial Partnership.
32.Under the TPA, in consideration for R3's solicitation of participating banks in Project Xenon and “its role in managing the Project ()," R3 would receive 15% of the revenue received by "Ripple" from any participating bank.
33.The TPA also outlines terms related to the Commercial Partnership.
Article IV.
1 of the TPA states: "The parties will negotiate in good faith with the goal of executing a term sheet reflecting the key terms of the Commercial Partnership) by no later than the conclusion of the Project.
” The paragraph further states: "Following the execution of the term sheet, the parties will commence negotiations of a full agreement), with the goal of executing the agreement by no later than 30 days after the execution of the term sheet.”
34.Thus, R3 was obliged to immediately negotiate in good faith towards a term sheet on the Commercial Partnership, and work in good faith to finalize and execute an agreement on the Commercial Partnership within 30 days thereafter.
35.As consideration and incentive for the TPA-specifically the Commercial Partnership-"Ripple" also executed the Option, which gave R3 the option to purchase 5 billion XRP at an exercise price of $0.0085 per unit of XRP.
36.The Option was given as consideration for, and to incentivize the success of, the TPA and Commercial Partnership.
The Option is described in detail in the TPA.
The face of the Option itself states as follows: "This Option () is issued...
in connection with that certain Technology Provider Agreement regarding Project Xenon and Potential Commercial Venture.
)" (emphasis added).And the Option was executed after the substantial performance of Project Xenon, because "Ripple" desired to incentivize R3 to perform its obligations related to the Commercial Partnership.
37."Ripple" understood that the purpose of the Agreements was to build a long lasting relationship between "Ripple" and R3, where "Ripple" could benefit from R3's many banking contacts, and in turn, R3 could reap the financial benefits of "Ripple"'s success (i.e.through its 15% commission and the Option).
This is what "Ripple" understood R3 intended when "Ripple" agreed to enter the TPA, and later signed the Option.
38.However, soon after executing the TPA and the Option, "Ripple" began to find out the truth: that R3 had no intention of working towards the Parties' Commercial Partnership, and had dangled it before "Ripple" in an effort to persuade "Ripple" to sign the Option.