Exhibit 10.1
Confidential Materials omitted and filed
separately with the Securities and Exchange
Commission. Asterisks denote such omissions.
DEVELOPMENT AND LICENSE AGREEMENT
This Development and License Agreement ("Agreement") dated as of 09-14-02
(the "Effective Date") is entered into by and between Senesco Technologies, Inc,
a Delaware corporation with principal offices at 000 Xxxxxx Xxxxxx, Xxxxx 000,
Xxx Xxxxxxxxx, XX 00000 ("STI") and Cal/West Seeds, a California corporation
with principal offices at 00000 X. Xxxx Xxxxxx, Xxxxxxxx, XX 00000 ("Cal/West").
RECITALS
WHEREAS, STI owns and controls technology, know-how and United States and
foreign patent applications concerning methods for controlling plant senescence
involving altering the expression of plant genes and their cognate expressed
proteins that are induced during or coincident with the onset of senescence;
WHEREAS, Cal/West is a company in the business of forage seeds, oilseeds,
and dichondra with expertise in research and development, production,
conditioning and shipping, and marketing that is global in scope;
WHEREAS, STI desires to provide Cal/West with access to STI Technology to
enable STI and Cal/West to develop Licensed Products in the Field, and STI
desires to grant to Cal/West a license under the STI Patents to commercialize
Licensed Products in the Field; and
WHEREAS, Cal/West desires to have access to STI Technology in the Field and
to acquire a license under the STI Patents to commercialize Licensed Products in
the Field;
NOW THEREFORE, in consideration of the premises and the faithful
performance of the mutual covenants hereinafter set forth, the parties hereto
hereby agree as follows:
1. DEFINITIONS
As used in this Agreement, the following defined terms shall have the
respective meanings set forth below:
1.1 "Field" means the plant species and types as set forth in Appendix A.
1.2 "Licensed Product" means any product developed pursuant to this Agreement
within the Field, including the particular plant species and types listed
in Appendix A.
1.3 "STI Patents" means (i) all pending (as of the Effective Date of this
Agreement) U.S. and foreign patent applications owned or controlled by STI
or its Affiliates pertaining to controlling senescence, including original
applications, provisionals, divisions, continuations, continuations in
part, extensions, PCT applications, renewals, reissues, or reexamination
applications or supplemental prosecution certificates, including, but not
limited to, all applications listed in Appendix B; (ii) all U.S. and
foreign patents that have
issued or will issue from any application identified in Section (i) of
this paragraph; and (iii) all U.S. and foreign applications that claim
priority in any way from any application or patent identified in
subparagraphs (i) or (ii) of this paragraph.
1.4 "STI Confidential Information" means any information disclosed by STI to
Cal/West, including all business, technical and other information, whether
disclosed in writing, orally or in any other form, tangible or intangible,
including but not limited to: information concerning inventions (including
patent applications and related documents), discoveries, techniques,
processes, designs, biological materials, specifications, algorithms,
data, finances and plans, customer lists, business plans, contracts,
marketing plans, production plans, distribution plans, system
implementations plans, business concepts, supplier information, business
procedures, business operations; all know-how and trade secrets; and all
other unpublished copyrightable material. Confidential Information does
not include information which:
(i) is known to Cal/West prior to the time of disclosure by the STI, as
evidenced by contemporaneous dated written records;
(ii) is received by Cal/West from independent sources having the right to
such information without an obligation of confidence or
non-disclosure, and without the information having been solicited or
obtained by any use of the Confidential Information;
(iii) STI gives written consent for disclosure to a third party; or
(iv) is subsequently and independently developed by Cal/West without use
of the Confidential Information and by persons who have not
had access to the Confidential Information, as evidenced by
contemporaneous dated written records.
1.5 "STI Technology" means the STI Patents, STI Confidential Information, and
all STI know-how, materials, information and methods (whether developed by
STI or acquired from a third party), including, but not limited to methods
for controlling plant senescence involving altering the expression of
plant genes and their cognate expressed proteins that are induced during
or coincident with the onset of senescence.
1.6 "STI Development" means any improvement or development, whether or not
patentable or protectable as a trade secret, relating to or deriving from
the STI Technology, made by STI and/or Cal/West, pursuant to and during
the term of this Agreement, including all patents and patent applications
to be filed relating to any such improvements or developments.
1.7 "Territory" means worldwide.
1.8 "Timeline" means the product development timetable for STI and Cal/West
development of technology relating to Licensed Products in the Field, as
set forth in Appendix C.
2
2. LICENSE GRANT
2.1 STI grants Cal/West an exclusive license in the Field and in the Territory
to make, have made, use, sell, and offer to sell Licensed Products within
the scope of the STI Patents.
2.2 [**] in the Field and in the Territory to sell and offer to sell Licensed
Products within the scope of the STI Patents. Cal/West shall not receive
[**] under this Agreement without the express written consent of STI.
2.3 [**] in the Field [**] the terms and conditions of the Agreement [**]
requires prior written consent of STI which will not unduly withhold such
consent. [**] would be [**].
2.4 STI grants Cal/West an option until January 1, 2004, to add [**] to the
Field defined in Appendix A. To exercise its option, Cal/West shall notify
Senesco in writing prior to the expiration of the option period. Cal/West
shall include with said notification an option fee of $[**] payable to
STI for each option exercised.
2.5 Cal/West grants STI a nonexclusive license in the Field to any Cal/West
technology necessary for the development of Licensed Products under this
Agreement.
3. TERM
This Agreement is effective as of the Effective Date, and shall continue
until the last to expire of the STI Patents unless earlier terminated
pursuant to Article 13, below or extended by mutual written agreement of
the parties.
4. PRODUCT DEVELOPMENT
4.1 STI agrees to carry out its development obligations in each of the Phases
as set forth in the Timeline attached hereto as Appendix C.
4.2 Cal/West agrees to carry out its development obligations in each of the
Phases as set forth in the Timeline attached hereto as Appendix C.
4.3 STI agrees during the term of this agreement to provide Cal/West access to
the STI Technology, pursuant to the terms set forth herein.
3
4.4 STI shall provide technical support to Cal/West, as necessary to enable
Cal/West to meet its development obligations as set forth in the Timeline
attached hereto as Appendix C. STI technical support shall be provided
[**] Cal/West or STI [**]
4.5 Cal/West shall be responsible, and STI shall fully cooperate with
Cal/West, to obtain any required state, federal, national, or
international approval needed to carry out the terms of this Agreement.
5. PATENTS, PATENT APPLICATIONS AND PATENT ENFORCEMENT
5.1 Cal/West acknowledges that all the STI Technology is and shall remain the
property of STI, and except as provided herein, all right, title and
interest in the STI Technology is and shall remain with STI.
5.2 Cal/West and STI agree that all STI Developments are and shall remain the
property of STI, and except as provided herein, all right, title and
interest in the STI Developments is and shall remain with STI. Cal/West
assigns all patentable inventions relating to any STI Development to STI
and agrees to execute all documents, provide all information and materials
(including any biological materials necessary for deposit) and do all
acts, at STI's sole expense, necessary to perfect and maintain STI's
rights to all patentable STI Developments.
5.3 STI shall retain the sole right to prosecute and maintain any and all
patents and patent applications relating to STI Technology and STI
Developments in its sole and absolute discretion.
5.4 STI shall have sole and absolute discretion over whether to bring any
claims at their own expense for patent infringement under the STI Patents,
shall have complete control of any such suits, laims or counterclaims it
asserts, and shall retain [**] in such cases. In the event STI declines to
enforce the STI Patents in the Field, and STI gives written consent to
Cal/West, Cal/West may enforce the STI Patents in the Field against a
Third Party. Should Cal/West bear [**], Cal/West will receive [**]
Cal/West will [**]. Should the Parties agree to split the expenses of
enforcing a claim, then any damages received will [**] and any amounts
received over the expenses will be [**]
4
6. BENCHMARK PAYMENTS TO STI
6.1 Cal/West shall make the following payments to STI:
(i) $10,000 in U.S. dollars to STI upon execution of this Agreement;
(ii) $[**] in U.S. dollars at the end of [Phase I];
(iii) $[**] in U.S. dollars at the end of [Phase II]; and
(iv) $[**] in U.S. dollars at the end of [Phase III].
Benchmark payments listed in subparagraphs (ii), (iii), and (iv) above are
associated with completion of each of the Phases as set forth in the Timeline
attached hereto as Appendix C.
7. ROYALTIES
7.1 Upon commercialization by Cal/West or any of Cal/West's sublicensees of
any Licensed Products within the Field, Cal/West shall make royalty
payments to STI.
7.2 Cal/West agrees to pay to STI a royalty based on the following
accumulative volume pricing schedule:
ACCUMULATIVE VOLUME (LBS)
From To Royalty/lb
-------------------------------------------------------------------------------
[**] [**] $[**]
[**] [**] $[**]
[**] [**] $[**]
[**] [**] $[**]
[**] [**] $[**]
-------------------------------------------------------------------------------
The royalty is deemed earned as of [**]. The same accumulative volume
pricing schedule will apply separately to sales made by [**].
7.3 Royalties shall be paid in U.S. dollars with one annual payment made on or
before June 30th of each year for the previous years activities. All
royalties owing in currencies other than U.S. dollars shall be converted
at the rate shown in the Federal Reserve Noon Valuation -- value of
Foreign currencies on the date preceding the payment.
7.4 Royalty payments shall be accompanied by a royalty report. A full
accounting showing how any amounts owing to STI have been calculated shall
be submitted to STI on the date of each such royalty payment. Such
reporting shall be on a per-country basis with accounting on a Cal/West
product ID (product line) basis and customers identified on an
5
alpha or numeric basis but not by company name. In the event no payment is
owed to STI, a statement setting forth that fact shall be supplied to STI.
8. RECORDKEEPING
8.1 STI shall have a right to conduct an audit of Cal/West's books and records
upon thirty (30) days notice.
8.2 Cal/West shall keep books and records sufficient to verify the accuracy
and completeness of Cal/West's accounting referred to above, including
without limitation inventory, purchase and invoice records relating to the
Licensed Products or their manufacture. Such books and records shall be
preserved for a period of not less than six years after they are created
during and after the term of this Agreement.
8.3 Cal/West shall take all steps necessary so that STI may within thirty days
of its request review and copy all books and records at Cal/West's
registered office to verify the accuracy of Cal/West's accounting. Such
review shall be performed by a mutually agreed upon independent auditor
upon reasonable notice and during regular business hours. Such review
shall be conducted at STI's expense.
8.4 If a royalty payment deficiency is determined, Cal/West shall pay the
royalty deficiency outstanding within thirty (30) days of receiving
written notice thereof, plus interest on outstanding amounts.
8.5 If a royalty payment deficiency for a calendar year exceeds [**] percent
([**]%) of the royalties paid for that year, then Cal/West shall be
responsible for paying STI's out-of-pocket expense incurred with respect
to such review.
9. NO COMPETE
Other than products under development prior to the effective date of this
Agreement, Cal/West agrees not to develop or commercialize any product
through recombinant DNA technology that modifies plant senescence and
would compete with a Licensed Product in the Field of this Agreement. In
exchange for this non-compete agreement, STI agrees to xxxxx Xxx/West
first right of refusal for new technologies within the Field. Products
developed subsequent to the Effective Date of this Agreement using
conventional plant breeding techniques are excluded from this non-compete
agreement with the following exception. Cal/West agrees not to use
information and know-how gained under this agreement to use conventional
plant breeding techniques to develop varieties with modified senescence,
substantially equivalent to STI technology, that would circumvent our
responsibilities under this agreement.
6
10. ASSIGNMENT
10.1 All rights granted under this Agreement are personal to Cal/West. Cal/West
may not assign this Agreement or its rights or obligations hereunder.
10.2 This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their successors and permitted assigns.
11. CONFIDENTIALITY
11.1 Cal/West agrees that it will respect the STI Confidential Information and
treat it in the same manner as if it were its own Confidential
Information. STI Confidential Information shall not be disclosed by
Cal/West to any third person or entity or to the public except as provided
herein.
11.2 STI shall designate its Confidential Information, when disclosed in
writing, by stating that such information is confidential. When disclosed
orally or visually, STI party shall use its best efforts to orally state
that such information is considered confidential at the time of the
disclosure, and shall use its best efforts to reduce to writing a notice
regarding said confidentiality within thirty (30) days of such disclosure.
11.3 Cal/West agrees to treat and hold as confidential and not disclose to or
provide access to any third person or entity or to the public any and all
Confidential Information received pursuant to this Agreement and will
cause its respective agents, representatives and employees to do likewise.
11.4 Cal/West shall use the STI Confidential Information only for the uses as
agreed upon in this Agreement and only in connection with the development
of Licensed Products in the Field and any other purpose mutually agreeable
to the parties.
11.5 Cal/West may disclose STI Confidential Information received, only to the
extent it is required to do so pursuant to a final court order; provided,
however, that Cal/West (i) promptly notifies STI upon its receipt of any
pleading, discovery request, interrogatory, motion or other paper that
requests or demands disclosure of the STI Confidential Information, (ii)
opposes any request for disclosure, and that failing, seeks to have access
and use limited by a protective order, and (iii) provides STI a reasonable
opportunity to contest and assist in opposing any requirement of
disclosure, to seek judicial protection against the disclosure and to have
such disclosure as is required made under a protective secrecy order.
11.6 Cal/West agrees that, at any time upon the request of STI, Cal/West will
return or destroy any materials containing STI Confidential Information
(and destroy its notes and copies related thereto). If destroyed, Cal/West
shall provide STI with written certification of destruction of the
materials containing said STI Confidential Information, said certification
to be signed by an officer of Cal/West.
7
11.7 Cal/West agrees that only those of its employees who need to know the STI
Confidential Information will have access to same, and then only to the
extent necessary to carry out their respective tasks. Cal/West agrees to
be responsible for any use by its employees of the STI Confidential
Information. Cal/West employees who will have access to STI Confidential
Information have signed a confidentiality agreement as a condition of
their employment, an example of which is shown in Appendix D as reference.
11.8 In the event Cal/West wishes to use a Third Party contractor or consultant
and disclose to that contractor or consultant the STI Confidential
Information, Cal/West shall, prior to disclosure, (i) secure written
permission from STI (which shall not be unreasonably withheld) and (ii)
secure from the Third Party a signed undertaking in which the Third Party
agrees to be bound to the terms of the Confidentiality provisions of this
Agreement in accordance with this Section 11 as if he or she were a party
hereto.
11.9 STI and Cal/West each agree not to disclose the terms of this Agreement
other than as required by law to any regulatory or judicial body, or as
necessary to potential investors or financiers (provided such potential
investors or financiers are subject to confidentiality undertakings)
without the express prior written consent of the other party, which
consent shall not be unreasonably withheld. The parties, however, shall be
permitted to prepare press releases disclosing the existence of the
Agreement in accordance with the provisions of Paragraph 11.10.
11.10 Prior to issuing any reports, statements, press releases, publications, or
other disclosures to third parties regarding this Agreement or the
transactions contemplated herein, STI and Cal/West shall exchange copies
of said disclosure at least ten (10) days in advance in the case of
press releases and at least sixty (60) days in advance in the case of any
other disclosures, and the parties shall consult with each other regarding
the content of said disclosure. Except as otherwise required by law,
neither STI nor Cal/West shall issue any such disclosure without the prior
written approval of the other. This paragraph does not apply to
disclosures necessary for filing documents with the U.S. Securities and
Exchange Commission.
12. REPRESENTATIONS AND WARRANTIES
12.1 STI represents to the best of its knowledge that it is legally entitled to
disclose the STI Confidential Information disclosed by it, and that to the
best of its knowledge the disclosure of the STI Confidential Information
under this Agreement does in no event violate any right of any Third
Party. No other warranties are made, whether express or implied, and STI
expressly disclaims all other warranties concerning, including without
limitation, merchantability, fitness for a particular purpose, and non-
infringement.
12.2 STI warrants that it is the owner of the STI Patents set forth in Appendix
B or otherwise has the rights to grant the licenses granted to Cal/West in
this Agreement.
8
13. DEFAULT AND TERMINATION
13.1 STI may terminate this Agreement upon sixty (60) days notice if Cal/West
fails to materially fulfill or perform any one or more of its duties,
obligations, or responsibilities pursuant to this Agreement and does not
cure said failure within [**] days after receiving notice of said failure
13.2 Either party may terminate this agreement if the other party declares or
petitions for bankruptcy, is the subject of a bankruptcy petition filed
against it, makes an assignment for the benefit of creditors or seeks
similar relief under state law, or becomes insolvent.
13.3 Cal/West may terminate this Agreement at any time by giving at least
ninety (90) days written and unambiguous notice of such determination to
STI.
13.4 Upon termination of this Agreement pursuant to this Section 13, (i)
Cal/West shall cease to be licensed under the STI Patents; (ii) all moneys
owed by Cal/West to STI shall become immediately due and payable; (iii)
all STI Confidential Information exchanged pursuant to this Agreement
shall be returned immediately to STI; (iv) neither party to this Agreement
shall be responsible to the other for any damages arising from the
termination of this Agreement, including any claim for lost or anticipated
profits, expenditures, reliance, or other damages.
13.5 In the event that this Agreement is terminated by Cal/West, Cal/West shall
pay to STI [**]% of next payment due during the development process, if
any, under Section 6 of this Agreement and shall pay royalties earned up
to the date of termination. In the event this Agreement is terminated,
Cal/West, its customers, and its sublicensees shall have the right to sell
existing inventories of Licensed Products until depleted with royalties
due and payable according to Paragraph 7 of this Agreement.
14. PATENT MARKING
Cal/West shall insure that it and its sublicensee(s) apply patent markings
that meet all requirements of U.S. law, 35 U.S.C. 287, with respect to all
Licensed Products subject to this Agreement.
15. PRODUCT LIABILITY; CONDUCT OF BUSINESS
Cal/West shall, at all times during the term of this Agreement and
thereafter, indemnify, defend and hold STI and the inventors of the STI
Patents harmless against all claims and expenses, including legal expenses
and reasonable attorneys fees, arising out of the death of or injury to
any person or persons or out of any damage to property and against any
other claim, proceeding, demand, expense and liability of any kind (other
than patent
9
infringement claims and claims resulting from STI's own negligence or the
negligence of the inventors of the Licensed patents) resulting from the
production, manufacture, sale, use, lease, consumption or advertisement of
Licensed Products arising from any right or obligation of Cal/West or any
sublicensee hereunder. STI at all times reserves the right to select and
retain counsel of its own to defend STI's interests.
16. USE OF NAMES
Cal/West and its sublicensee(s) shall not use STI's name, the name of any
inventor of inventions governed by this Agreement in sales promotion,
advertising, or any other form of publicity without the prior written
approval of the entity or person whose name is being used.
17. CHOICE OF LAW; CHOICE OF FORUM
This Agreement shall be construed and interpreted in accordance with the
laws of the State of New York without reference to its choice of law
principles. The state and federal courts in Southern District of New York
shall have exclusive jurisdiction of any dispute arising under this
Agreement.
18. ENTIRE AGREEMENT; NO ORAL MODIFICATIONS; WAIVER
18.1 This Agreement contains the entire understanding and agreement between STI
and Cal/West with respect to the subject matter hereof, and supersedes all
prior oral or written understandings and agreements relating thereto.
Neither party shall be bound by any conditions, definitions, warranties,
understandings, or representations concerning the subject matter hereof
except as are (i) provided in this Agreement, (ii) contained in any prior
existing written agreement between the parties, or (iii) duly set forth on
or after the Effective Date of this Agreement in a written instrument
subscribed by an authorized representative of the party to be bound
thereby.
18.2 No waiver by either party, whether express or implied, of any provision of
this Agreement, or of any breach or default thereof, shall constitute a
continuing waiver of such provision or of any other provision of this
Agreement. Either party's acceptance of payments by the other under this
Agreement shall not be deemed a waiver of any violation of or default
under any of the provisions of this Agreement.
19. RELATIONSHIP OF THE PARTIES
Nothing herein contained shall be construed to constitute the parties
hereto as partners or as joint venturers, or either as agent or employee
of the other. Neither party shall take any action that purports to bind
the other.
10
20. SEVERABILITY
If any provision or any portion of any provision of this Agreement shall
be held to be void or unenforceable, the remaining provisions of this
Agreement and the remaining portion of any provision held void or
unenforceable in part shall continue in full force and effect.
21. CONSTRUCTION
This Agreement shall be construed without regard to any presumption or
other rule requiring construction against the party causing this Agreement
to be drafted. If any words or phrases in this Agreement shall have been
stricken out or otherwise eliminated, whether or not any other words or
phrases have been added, this Agreement shall be construed as if those
words or phrases were never included in this Agreement, and no implication
or inference shall be drawn from the fact that the words or phrases were
so stricken out or otherwise eliminated.
22. HEADINGS
The captions and paragraph headings appearing in this Agreement are
inserted for convenience and reference only and in no way define, limit or
describe the scope or intent of this Agreement or any of the provisions
thereof.
23. NOTICES
All reports, approvals, requests, demands and notices required or
permitted by this Agreement to be given to a party (hereafter "Notices")
shall be in writing. Notices shall be hand delivered, sent by certified or
registered mail, return receipt requested, or sent via a reputable private
express service which requires the addressee to acknowledge receipt
thereof. Notices may also be transmitted by fax, provided that a
confirmation copy is also sent by one of the above methods. Except as
otherwise provided in this Agreement, Notices shall be effective upon
dispatch. Notices shall be sent to the party concerned as follows (or at
such other address as a party may specify by notice to the other):
As to STI:
Senesco Technologies, Inc.
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attn: Xxxxxx Xxxxxxxx, Vice President Corporate Development
11
As to Cal/West:
Cal/West Seeds
P. O. Xxx 0000
Xxxxxxxx, XX 00000-0000
Facsimile: (000) 000-0000
Attn: Xxxxxxxx X. Xxxxx, Executive Vice President
24. SURVIVAL OF TERMS
The obligations set forth in Sections 7, 8, 11, 13, and 15 shall survive
the termination of this Agreement.
25. APPENDICES
All Appendices referenced herein are hereby made a part of this Agreement.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
by its duly authorized representative as of the day and year first above
written.
SENESCO TECHNOLOGIES, INC. CAL/WEST SEEDS
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxxxx X. Xxxxx
------------------------ ------------------------
Title: Vice President, Corporate Development Title: Executive Vice President
------------------------------------- ------------------------
12
APPENDIX A
FIELD OF LICENSE
The Field of this License is alfalfa, Medicago species.
00
XXXXXXXX X
STI PATENTS
Lipase Applications:
[**]
Title: "DNA Encoding a Plant Lipase, Transgenic Plants and a Method for
Controlling Senescence in Plants"
Filed: February 14, 2000
[**]
[**]
[**]
Title: "DNA Encoding a Plant Lipase, Transgenic Plants and a Method for
Controlling Senescence in Plants"
Filed: July 5, 2000
[**]
[**]
Title: "DNA Encoding a Plant Lipase, Transgenic Plants and a Method for
Controlling Senescence in Plants"
Filed: June 19, 2001
[**]
[**]
14
DHS Applications:
[**]
Title: "DNA Encoding a Plant Deoxyhypusine Synthase, a Plant Eukaryotic
Initiation Factor-5A, Transgenic Plants and a Method for Controlling
Senescence Programmed Cell Death in Plants"
Filed: June 19, 2000
[**]
[**]
Title: "DNA Encoding a Plant Deoxyhypusine Synthase, a Plant Eukaryotic
Initiation Factor-5A, Transgenic Plants and a Method for Controlling
Senescence Programmed Cell Death in Plants"
Filed: July 6, 2000
[**]
[**]
15
[**]
Title: "DNA Encoding a Plant Deoxyhypusine Synthase, a Plant Eukaryotic
Initiation Factor-5A Transgenic Plants and a Method for Controlling
Senescence Programmed Cell Death in Plants"
Filed: November 29, 2000
[**]
[**]
Title: "DNA Encoding a Plant Deoxyhypusine Synthase, a Plant Eukaryotic
Initiation Factor-5A, Transgenic Plants and a Method for Controlling
Senescence Programmed Cell Death in Plants"
Filed: November 29, 2001
[**]
16
APPENDIX C
TIMELINE
PHASE I - DEFINED AS [**]
Transgenic plant(s) must be obtained using a [**], with subsequent verification
that the event resulted from a [**], and that there are no [**] in the
transgenic plant(s).
Duration of Phase I is expected to be from [**] to [**] following the Effective
Date of this Agreement. Cal/West responsibilities will be for [**]. STI
responsibility will be to provide technical expertise and know-how in the areas
of [**].
PHASE II - DEFINED AS [**]
This phase includes [**]. It also includes [**].
Duration of Phase II is expected to be from [**] to [**] following completion of
Phase I of this Agreement. Cal/West responsibilities will be for [**]. STI
responsibility will be to provide technical expertise and know-how [**].
PHASE III - DEFINED AS [**].
This phase results in [**]. (We do not anticipate requirement to [**])
Duration of Phase III is expected to be from [**] to [**] following completion
of Phase II of this Agreement. Cal/West responsibilities will be for [**]. STI
responsibility will be to provide technical expertise and know-how [**].
17
APPENDIX D
CONFIDENTIALITY AGREEMENT
-------------------------
1. The Parties acknowledge and agree that during the term of this Agreement
and in the course of the discharge of (his/her) duties hereunder, employee
shall have access to and become acquainted with information concerning the
operation of employer, including but not limited to plant breeding and
research, data processing, sales, seed conditioning, seed analysis,
operational techniques and production techniques, (without limitation,
financial, personnel, sales, planning), and other information that is owned
by the employer and regularly used in the operation of employer's business,
and that this information constitutes employer's Trade Secrets.
2. Employee agrees that (he/she) shall not disclose any Trade Secrets,
directly or indirectly, to any other person or use them in any way, either
during the term of this Agreement or at any time thereafter, except as is
required in the course of (his/her) employment with employer.
3. Employee further agrees that all breeding materials, files, records,
documents, equipment, and similar items relating to employer's business,
whether prepared by employee or others, are and shall remain exclusively
the property of employer and that they shall be removed from the premises
of employer only with the express prior consent of employer's senior
management.
4. Employee will not, without employer's prior consent, either during
(his/her) employment by employer or for [**] after termination of that
employment, directly or indirectly disclose to any third person any such
confidential information or trade secrets.
--------------------------------- -----------------------------
Cal/West Seeds Employee Signature Witness Signature
--------------------------------- -----------------------------
Date Date
18
