Common use of Research Projects Clause in Contracts

Research Projects. 1.1 CERES and NOBLE anticipate that from time to time they may undertake and conduct certain joint and collaborative research projects (individually a “RESEARCH PROJECT” and collectively “RESEARCH PROJECTS”). The parties acknowledge and agree that the RESEARCH PROJECTS will involve the contributions, whether financial or otherwise, of both parties. The specific terms and respective obligations of the parties for each RESEARCH PROJECT will be negotiated by the parties and reflected in a schedule (“SCHEDULE”) signed by authorized representatives of both parties. Any such fully executed SCHEDULE shall become a part of this Agreement and subject to the terms of this Agreement. Each party shall diligently perform its activities in any given RESEARCH PROJECT. 1.2 All rights in property, tangible or intangible, used in the RESEARCH PROJECTS shall remain with the party providing such property, unless otherwise agreed between the parties in this Agreement, a SCHEDULE or a separate agreement. 1.3 RESEARCH PROJECTS will relate to crop species defined in EXHIBIT A to this Agreement (“COLLABORATION CROPS”). 1.4 Each SCHEDULE will at least contain the following: 1.4.1 Provisions that may be modified by the MANAGEMENT COMMITTEE: • research activities to be performed by each party in detail • timelines of such activities • goals, expected results and deliverables • milestones and “go” and “no-go” decision points • all reports to be delivered to the MANAGEMENT COMMITTEE (Article 13) and the required delivery dates for the same • additional information on RESEARCH PROJECT activities: breeding records and biological or other material generated in such activities to be provided to the other party, including delivery method and time • location of activities • identity of RESEARCH PROJECT principal investigators for CERES and NOBLE • identity and location of any SUBCONTRACTORS (Paragraph 1.13) to be used for the RESEARCH PROJECT activities 1.4.2 Provisions that may only be modified in accordance with Paragraph 16.1: 1.5 Unless a SCHEDULE provides for more frequent formal reporting, each party shall provide to the other party a detailed, written annual report on its activities in each RESEARCH PROJECT. In addition, upon the request of either party at any time, the parties will discuss the RESEARCH PROJECTS, their status, the progress and results achieved, and they will make available each RESEARCH PROJECT principal investigator (and other employees as needed, in the discretion of the respective RESEARCH PROJECT principal investigators) at mutually agreeable times, as needed, for such discussions; provided however, such contacts and discussions shall be reasonable in frequency and duration so as not to be disruptive to the respective research activities of each party or the research activities of the RESEARCH PROJECTS. Each party will also voluntarily provide data, information and material generated in the RESEARCH PROJECT to the other party as required to further the parties’ mutual goals defined in each RESEARCH PROJECT or in any other agreement between the parties. Each party will have the right, upon reasonable notice to the other party, to visit any location where RESEARCH PROJECT activities are conducted for the purposes of evaluating RESEARCH PROJECT progress and outcomes, and particularly to make observations of any plants in growth xxxxxxxx, greenhouses or fields that are a part of a RESEARCH PROJECT. Each party will comply with any reasonable safety and security measures which may be imposed by the other party when visiting such other party’s location. 1.6 Any transfer of information or material pursuant to this Agreement or any SCHEDULE will be governed by the provisions of this Agreement on CONFIDENTIALITY (Article 9) and PUBLICATIONS (Article 6). Any transfer of material shall be accompanied by a receipt form in the preferred format attached as EXHIBIT B to this Agreement. Such receipt forms shall be signed by representatives of both the sending and receiving parties. 1.7 Unless otherwise specified in a SCHEDULE, each party shall bear its own costs and pay its own SUBCONTRACTORS, with respect to its RESEARCH PROJECT activities, out of its own funds. 1.8 Where a SCHEDULE provides that CERES will make a financial contribution to certain RESEARCH PROJECT activities performed by NOBLE, unless agreed otherwise in the appropriate SCHEDULE, NOBLE will submit invoices after the end of each calendar quarter for the work performed during that quarter. Each such invoice shall reflect only those costs that have been incurred in performance of the RESEARCH PROJECT and shall provide a breakdown of costs similar to the detail set forth in the budget of the related SCHEDULE. CERES will pay all such invoices within thirty (30) days after the invoice date. Payments shall be remitted to: Accounts Receivable The Xxxxxx Xxxxxxx Xxxxx Foundation, Inc. 0000 Xxx Xxxxx Parkway Ardmore, Oklahoma 73401 1.9 Each party will conduct RESEARCH PROJECT activities exclusively in laboratories, greenhouses or fields under full control of that party or of its SUBCONTRACTORS authorized by this Agreement. Each party will take all reasonable precautions to prevent damage to, or unintentional destruction of or release of any germplasm created in the RESEARCH ACTIVITIES. 1.10 Each party shall be responsible for its compliance with all applicable laws, rules and regulations, including, without limitation, those relating to genetically modified organisms (to the extent RESEARCH PROJECTS involve such organisms), and obtaining any and all permits or authorizations or proceed to any notifications which may be required by such laws, rules and regulations. 1.11 Each party will require any and all of its employees or students who will perform activities in RESEARCH PROJECTS to be bound by a written agreement(s) that commits their inventions, discoveries and other intellectual property to the party-employer and requires confidential treatment of party and third-party confidential information. Each party shall further notify each such employee, in writing, of their obligations and responsibilities under the terms of this Agreement, including but not limited to the provisions of this Agreement on CONFIDENTIALITY (Article 9), PUBLICATIONS (Article 6) and INTELLECTUAL PROPERTY (Article 2). 1.12 The RESEARCH PROJECT principal investigators named in each SCHEDULE shall be charged with leading the RESEARCH PROJECT described therein. 1.12.1 RESEARCH PROJECT principal investigators may not vary the schedule of delivery, amount, method of payment or any provision of a SCHEDULE. No such change shall be effective unless and until it is reduced to writing (a) in the form of an amendment to such SCHEDULE in accordance with the obligations of Paragraph 16.1 or (b) with respect to items listed in Paragraph 1.4.1, in the signed minutes of a MANAGEMENT COMMITTEE meeting. 1.12.2 Substitution by NOBLE of a RESEARCH PROJECT (a) principal investigator or (b) a CERES-funded, PhD-level, NOBLE employee named or filling a defined position listed in a SCHEDULE shall be subject to CERES’ prior written approval, which will not unreasonably be withheld or delayed. NOBLE will notify CERES, in writing, of any substitution by NOBLE of a non-CERES-funded, PhD-level employee named or who filled a defined position listed in a SCHEDULE. CERES will notify NOBLE, in writing, of any substitution by CERES of a RESEARCH PROJECT principal investigator or a PhD-level CERES employee named or who filled a defined position listed in a SCHEDULE. 1.13 Each party may subcontract certain parts of its RESEARCH PROJECT activities to third parties, or use third party consultants in connection with RESEARCH PROJECT activities, but only if the subcontract or consultancy agreement is in writing and complies with the terms and conditions set forth hereinafter. Such third parties with whom such a subcontract or consultancy agreement is executed will be referred to as “SUBCONTRACTORS”. 1.13.1 The following terms and conditions shall apply to NOBLE’s SUBCONTRACTORS: (a) the SUBCONTRACTOR shall perform defined activities on behalf and for the benefit of NOBLE in exchange for a fee or other tangible consideration; (b) the SUBCONTRACTOR shall deliver all the results of the SUBCONTRACTOR’S activities under the subcontract to NOBLE only, and assign ownership of or exclusively license any inventions made during the performance of the subcontracting activities to NOBLE, without any further remuneration and (c) the SUBCONTRACTOR shall not have the right to use any results, whether information or material, for any purpose whatsoever other than the performance of the subcontract; provided however, not-for-profit research institution SUBCONTRACTORS may be granted the right to use certain information generated pursuant to the subcontract for their internal academic research and educational purposes (i.e., not in collaboration with or for the benefit of any third party). NOBLE will provide a true copy of any subcontract to CERES within thirty (30) days of its execution. 1.13.2 It is anticipated that any agreements with commercial SUBCONTRACTORS will be entered into by CERES, and NOBLE will assist CERES in identifying SUBCONTRACTORS for any field activities. The following conditions shall apply to CERES SUBCONTRACTORS: CERES will inform NOBLE, in writing, of any SUBCONTRACTORS used by CERES for the performance of RESEARCH PROJECT activities and will verify that nothing in the subcontract would prevent CERES from implementing or carrying out the obligations of the RESEARCH PROJECT. 1.13.3 All SUBCONTRACTORS shall be bound by confidentiality obligations consistent with the terms and obligations of this Agreement. All SUBCONTRACTORS shall be responsible for their respective compliance with all laws, rules and regulations that govern their activities. 1.13.4 For variety evaluation and performance testing using not-for-profit research institution SUBCONTRACTORS, the parties agree that each transfer of seed (or other plant material) shall be governed by a written agreement consistent with the preferred form set forth in EXHIBIT C to this Agreement. 1.13.5 Any intended agreement with a SUBCONTRACTOR shall be identified in a SCHEDULE if known at the time the SCHEDULE is executed by the parties. NOBLE will obtain CERES’ prior written consent before entering into any agreement with a SUBCONTRACTOR which is not listed in a SCHEDULE. 1.14 The parties mutually agree that any applications for extramural funding for a RESEARCH PROJECT, from governmental authorities or other public sources, will be subject to the prior, written agreement, neither unreasonably withheld or delayed, by both parties; provided however, the parties acknowledge that CERES and/or NOBLE has or has applied for certain government, extramural funding prior to the Effective Date (EXHIBIT D to this Agreement), and such funding (or possible funding, if awarded) shall not be construed as a breach of the obligations of this paragraph. 1.15 The parties agree not to accept targeted research funding from for-profit entities to perform any RESEARCH PROJECT, whether in whole or in part, initiated under this Agreement without the prior, written consent of the other party.

Research Projects. 1.1 CERES and NOBLE IGER anticipate that from time to time they may undertake and conduct certain joint and collaborative research projects (individually a “RESEARCH PROJECT” and collectively “RESEARCH PROJECTS”). The parties Parties acknowledge and agree that the RESEARCH PROJECTS will involve the contributions, whether financial or otherwise, of both partiesParties. The specific terms and respective obligations of the parties Parties for each RESEARCH PROJECT will be negotiated by the parties Parties and reflected in a schedule (“SCHEDULE”) signed by authorized representatives of both partiesParties. Any such fully executed SCHEDULE shall become a part of this Agreement and subject to the terms of this Agreement. Each party Party shall diligently perform its activities in any given RESEARCH PROJECT. 1.2 All rights in property, tangible or intangible, used in the RESEARCH PROJECTS shall remain with the party Party providing such property, unless otherwise agreed between the parties Parties in this Agreement, a SCHEDULE or a separate agreement. 1.3 RESEARCH PROJECTS will relate to crop species defined in EXHIBIT A to this Agreement (“COLLABORATION CROPS”). 1.4 Each SCHEDULE will at least contain the following: 1.4.1 Provisions that may be modified by the MANAGEMENT COMMITTEE: • research activities to be performed by each party Party in detail • timelines of such activities • goals, expected results and deliverables • milestones and “go” and “no-go” decision points • all reports to be delivered to the MANAGEMENT COMMITTEE (Article 132) and the required delivery dates for the same • additional information on RESEARCH PROJECT activities: breeding records and biological or other material generated in such activities to be provided to the other partyParty, including delivery method and time • location of activities • identity of RESEARCH PROJECT principal investigators for CERES and NOBLE IGER • identity and location of any SUBCONTRACTORS (Paragraph Article 1.13) to be used for the RESEARCH PROJECT activities 1.4.2 Provisions that may only be modified activities • number of FTE’s made available by each Party for the RESEARCH PROJECT, including names of any IGER PhD-level employees • other inputs and resources made available by each Party for the RESEARCH PROJECT • financial contributions of each Party to the RESEARCH PROJECT • provisions on intellectual property, including lists of BACKGROUND INTELLECTUAL PROPERTY and any provisions which are different from those set forth in accordance with Paragraph 16.1:this Agreement • provisions on use and commercialization rights which are different from those set forth in this Agreement • provisions on expiration and early termination 1.5 Unless a SCHEDULE provides for more frequent formal reporting, each party Party shall provide to the other party Party a detailed, written annual report on its activities in each RESEARCH PROJECT, as described in each SCHEDULE. In addition, upon the request of either party Party at any time, the parties Parties will discuss the RESEARCH PROJECTS, their status, the progress and results achieved, and they will make available each RESEARCH PROJECT principal investigator (and other employees as needed, in the discretion of the respective RESEARCH PROJECT principal investigators) at mutually agreeable times, as needed, for such discussions; provided however, such contacts and discussions shall be reasonable in frequency and duration so as not to be disruptive to the respective research activities of each party Party or the research activities of the RESEARCH PROJECTS. Each party Party will also voluntarily provide data, information and material generated in the RESEARCH PROJECT to the other party Party as required to further the partiesParties’ mutual goals defined in each RESEARCH PROJECT or in any other agreement between the partiesParties. Each party Party will have the right, upon reasonable notice to the other partyParty, to visit any location where RESEARCH PROJECT activities are conducted for the purposes of evaluating RESEARCH PROJECT progress and outcomes, and particularly to make observations of any plants in growth xxxxxxxx, greenhouses or fields that are a part of a RESEARCH PROJECT. Each party will comply with any reasonable safety and security measures which may be imposed by the other party when visiting such other party’s location. 1.6 Any transfer of information or material pursuant to this Agreement or any SCHEDULE will be governed by the provisions of this Agreement on CONFIDENTIALITY (Article 9) and PUBLICATIONS (Article 6). Any transfer of material shall be accompanied by a receipt form in the preferred format attached as EXHIBIT B to this Agreement. Such receipt forms shall be signed by representatives of both the sending and receiving parties. 1.7 Unless otherwise specified in a SCHEDULE, each party shall bear its own costs and pay its own SUBCONTRACTORS, with respect to its RESEARCH PROJECT activities, out of its own funds. 1.8 Where a SCHEDULE provides that CERES will make a financial contribution to certain RESEARCH PROJECT activities performed by NOBLE, unless agreed otherwise in the appropriate SCHEDULE, NOBLE will submit invoices after the end of each calendar quarter for the work performed during that quarter. Each such invoice shall reflect only those costs that have been incurred in performance of the RESEARCH PROJECT and shall provide a breakdown of costs similar to the detail set forth in the budget of the related SCHEDULE. CERES will pay all such invoices within thirty (30) days after the invoice date. Payments shall be remitted to: Accounts Receivable The Xxxxxx Xxxxxxx Xxxxx Foundation, Inc. 0000 Xxx Xxxxx Parkway Ardmore, Oklahoma 73401 1.9 Each party will conduct RESEARCH PROJECT activities exclusively in laboratories, greenhouses or fields under full control of that party or of its SUBCONTRACTORS authorized by this Agreement. Each party will take all reasonable precautions to prevent damage to, or unintentional destruction of or release of any germplasm created in the RESEARCH ACTIVITIES. 1.10 Each party shall be responsible for its compliance with all applicable laws, rules and regulations, including, without limitation, those relating to genetically modified organisms (to the extent RESEARCH PROJECTS involve such organisms), and obtaining any and all permits or authorizations or proceed to any notifications which may be required by such laws, rules and regulations. 1.11 Each party will require any and all of its employees or students who will perform activities in RESEARCH PROJECTS to be bound by a written agreement(s) that commits their inventions, discoveries and other intellectual property to the party-employer and requires confidential treatment of party and third-party confidential information. Each party shall further notify each such employee, in writing, of their obligations and responsibilities under the terms of this Agreement, including but not limited to the provisions of this Agreement on CONFIDENTIALITY (Article 9), PUBLICATIONS (Article 6) and INTELLECTUAL PROPERTY (Article 2). 1.12 The RESEARCH PROJECT principal investigators named in each SCHEDULE shall be charged with leading the RESEARCH PROJECT described therein. 1.12.1 RESEARCH PROJECT principal investigators may not vary the schedule of delivery, amount, method of payment or any provision of a SCHEDULE. No such change shall be effective unless and until it is reduced to writing (a) in the form of an amendment to such SCHEDULE in accordance with the obligations of Paragraph 16.1 or (b) with respect to items listed in Paragraph 1.4.1, in the signed minutes of a MANAGEMENT COMMITTEE meeting. 1.12.2 Substitution by NOBLE of a RESEARCH PROJECT (a) principal investigator or (b) a CERES-funded, PhD-level, NOBLE employee named or filling a defined position listed in a SCHEDULE shall be subject to CERES’ prior written approval, which will not unreasonably be withheld or delayed. NOBLE will notify CERES, in writing, of any substitution by NOBLE of a non-CERES-funded, PhD-level employee named or who filled a defined position listed in a SCHEDULE. CERES will notify NOBLE, in writing, of any substitution by CERES of a RESEARCH PROJECT principal investigator or a PhD-level CERES employee named or who filled a defined position listed in a SCHEDULE. 1.13 Each party may subcontract certain parts of its RESEARCH PROJECT activities to third parties, or use third party consultants in connection with RESEARCH PROJECT activities, but only if the subcontract or consultancy agreement is in writing and complies with the terms and conditions set forth hereinafter. Such third parties with whom such a subcontract or consultancy agreement is executed will be referred to as “SUBCONTRACTORS”. 1.13.1 The following terms and conditions shall apply to NOBLE’s SUBCONTRACTORS: (a) the SUBCONTRACTOR shall perform defined activities on behalf and for the benefit of NOBLE in exchange for a fee or other tangible consideration; (b) the SUBCONTRACTOR shall deliver all the results of the SUBCONTRACTOR’S activities under the subcontract to NOBLE only, and assign ownership of or exclusively license any inventions made during the performance of the subcontracting activities to NOBLE, without any further remuneration and (c) the SUBCONTRACTOR shall not have the right to use any results, whether information or material, for any purpose whatsoever other than the performance of the subcontract; provided however, not-for-profit research institution SUBCONTRACTORS may be granted the right to use certain information generated pursuant to the subcontract for their internal academic research and educational purposes (i.e., not in collaboration with or for the benefit of any third party). NOBLE will provide a true copy of any subcontract to CERES within thirty (30) days of its execution. 1.13.2 It is anticipated that any agreements with commercial SUBCONTRACTORS will be entered into by CERES, and NOBLE will assist CERES in identifying SUBCONTRACTORS for any field activities. The following conditions shall apply to CERES SUBCONTRACTORS: CERES will inform NOBLE, in writing, of any SUBCONTRACTORS used by CERES for the performance of RESEARCH PROJECT activities and will verify that nothing in the subcontract would prevent CERES from implementing or carrying out the obligations of the RESEARCH PROJECT. 1.13.3 All SUBCONTRACTORS shall be bound by confidentiality obligations consistent with the terms and obligations of this Agreement. All SUBCONTRACTORS shall be responsible for their respective compliance with all laws, rules and regulations that govern their activities. 1.13.4 For variety evaluation and performance testing using not-for-profit research institution SUBCONTRACTORS, the parties agree that each transfer of seed (or other plant material) shall be governed by a written agreement consistent with the preferred form set forth in EXHIBIT C to this Agreement. 1.13.5 Any intended agreement with a SUBCONTRACTOR shall be identified in a SCHEDULE if known at the time the SCHEDULE is executed by the parties. NOBLE will obtain CERES’ prior written consent before entering into any agreement with a SUBCONTRACTOR which is not listed in a SCHEDULE. 1.14 The parties mutually agree that any applications for extramural funding for a RESEARCH PROJECT, from governmental authorities or other public sources, will be subject to the prior, written agreement, neither unreasonably withheld or delayed, by both parties; provided however, the parties acknowledge that CERES and/or NOBLE has or has applied for certain government, extramural funding prior to the Effective Date (EXHIBIT D to this Agreement), and such funding (or possible funding, if awarded) shall not be construed as a breach of the obligations of this paragraph. 1.15 The parties agree not to accept targeted research funding from for-profit entities to perform any RESEARCH PROJECT, whether in whole or in part, initiated under this Agreement without the prior, written consent of the other party.RESEARCH