Joint Development Agreement on the New Variety of Corn, Liyu No.35
EXHIBIT
4.20
Joint
Development Agreement on the New Variety of Corn,
Liyu
No.35
Party
A:
Shi Jiazhuang Liyu Technology Development Co., Ltd
Address:
Xx.00 Xxxxxxxxxx Xxxx, Xxxxxxxxxxx Xxxx, Xxx Jiazhuang
Party
B:
Beijing Origin Seed Joint Stock Limited Company
Address:
Xx.00 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxx
For
the
purpose of accelerating the generalization and application of new variety of
corn, Liyu No.35, and through equal and friendly negotiation, the Parties agreed
as follows:
Article
One The
Purpose
| 1. |
The
Parties shall jointly develop the new variety of corn, Liyu No. 35,
which
is selected and grown by Party A.
|
| 2. |
The
Parties shall strengthen the generalization of the new variety, Liyu
No.
35, and shall attempt to realize the objective that the aggregate
generalization of the variety of Liyu No. 35 can reach 200, 000, 000
kg
within 5 to 7 years.
|
Article
Two The
Cooperative Mode
| 1. |
Party
A shall provide parental seeds and other relevant technical materials
(including the hybridized seeds of Liyu No. 35 already obtained) of
Liyu
No. 35, and shall be responsible for the further
improvement;
|
| 2. |
Party
B shall obtain the exclusive use right of producing and operating the
new
variety of corn, Liyu No. 35, by paying Party A the fees for the use
right
of producing and operating the variety;
|
| 3. |
During
the term of this Agreement, should the output of Liyu No.35 of Party
A is
below 3,000,000 kg for 3 consecutive years (excluding when such result
is
caused by self-manifestation of such variety or force majeure), this
Agreement shall terminate automatically;
|
| 4. |
When
the aggregate generalization of the variety of Liyu No. 35 reaches
200,
000, 000 kg, Party A shall not terminate this Agreement unilaterally
and
shall provide Party B with premium;
|
| 5. |
Should
Party A considers that it is of no value for it to generalize Liyu
No. 35
and is not willing to generalize the variety of Liyu No.35 any more,
it
shall release its exclusive use right of producing and operating the
new
variety of corn, Liyu No. 35;
|
| 6. |
Party
A shall be responsible for training and supervising the seed production
personnel from Party B;
|
| 7. |
As
of the effective date of this Agreement, Party A shall be fully
responsible for such variety’s trial, demonstration, development, and
approval application etc. and the expenses of the said actions shall
be
borne by Party B. Party A shall be responsible for the further improvement
of the district trial (the number of national pre-trial and Hebei district
trial is Lishi 2406; the participation trial number of Shanxi, Henan,
Shandong is Lishi 2416; the participation trial number of Anhui is
Lishi
2236), participation of which is applied for by Party A before 2006,
and
Party B shall provide necessary assistance; the relevant expenses incurred
shall be borne by Party A.
|
Article
Three Ownership
| 1. |
Application
right and the variety right of such variety and its inbred new plant
variety are owned by Party A, and Party A shall not transfer the said
rights to any entities or persons other than Party B; should it is
necessary for Party A to transfer the said rights, Party B shall, under
the same condition, have the preemptive right;
|
| 2. |
Should
Party A is terminated due to dissolution or other reasons, the application
right and variety right of such variety and its inbred new plant variety
shall be disposed of by the entity who dissolves Party A.
|
Article
Four Responsibilities of
Party A
| 1. |
Party
A authorizes Party B to have the exclusive right to produce and manage
Liyu No.35. Without Party B’s written consent, Party A shall not authorize
any other third party to produce and manage such
variety;
|
| 2. |
Party
A warrants that the final approved name of such variety in all the
districts of participation trial is Liyu No.
35;
|
| 3. |
Party
A shall not, at its discretion, produce the hybridized seeds of Liyu
No.35, but it may sell without repackaging the hybridized seeds of
Liyu
No.35 produced by Party B, subject to its compliance with the sales
policy
of Party B;
|
| 4. |
Party
A shall apply for the variety right of Liyu No.35 and its inbred variety
in accordance with relevant regulations in a timely manner. Provided
that
the new
|
| 5. |
variety
right of plant is obtained, Party A shall be responsible for the payment
of annual fee in accordance with the country’s relevant regulations in
order to prevent the earlier termination of the protection term of
the new
variety right. Should the variety right becomes invalid due to Party
A,
Party A shall be responsible for Party B’s economic
losses.
|
Article
Five Responsibilities of
Party B
| 1. |
Party
B shall be responsible for the trial, demonstration, development, extended
-district approval, market development, production and distribution
etc.
of Liyu No.35; without Party A’s written consent, Party B shall not, at
it’s discretion, change the name of such variety;
|
| 2. |
Party
B shall be responsible for market research, planning and shall decide
and
organize the implementation of the production, processing, and sales
etc.
of the parental propagation and hybridized seeds;
|
| 3. |
When
Party B makes its annual production plan, it shall consult with Party
A,
and only upon Party A’s written consent, such plan can be
implemented;
|
| 4. |
Party
B shall inform Party A of the specific amount of the production and
sale
of Liyu No.35, and Party A shall keep the said information confidential.
Should the amount provided by Party B is different from the actual
amount
of the production and sale, Party A has the right to investigate and
Party
B shall provide assistance.
|
Article
Six Common
Responsibilities
| 1. |
Neither
Party shall, in respect of Liyu No.35, carry out any corporation with
any
entity or individual, transfer, or assist any third party in using
it;
|
| 2. |
The
Parties shall strictly prevent the parental seeds of Liyu No.35 and
its
technical materials from being disclosed, and shall together keep the
parental seeds and the business
confidential;
|
| 3. |
During
the term of this Agreement, either Party shall notify the other Party
of
any fake or inferior commodities of their products or other conducts
which
constitute an infringement of their rights which come to the attention
of
such Party, and shall actively take effective measures;
|
| 4. |
The
Parties hereby warrant that the undersigned who execute this Agreement
on
behalf of the Parties are the legal representatives or the duly authorized
representatives of the Parties, and they have the authorization to
execute
this Agreement on behalf of the Parties.
|
Article
Seven Fees
| 1. |
The
investment of the early breeding of Liyu No.35 is calculated RMB1,000,000
only and Party A shall provide Party B with the parental seeds and
relevant materials (including the hybridized seeds already obtained)
of
No.35 before the end of March 2003 (the price of hybridized seeds,
RMB10/kg; the price of parental inbred seedsôRMB16/kg
). Party B shall pay Party A the said amount in a lump sum upon
examination;
|
| 2. |
The
fees for the use right of production and operation paid by Party B
to
Party A shall be paid in accordance with the production royalty; the
royalty is RMB0.5/kg. Such amount shall be paid by Party B to Party
A in a
lump sum after the annual distribution season (before the end of July
of
the next producing year);
|
| 3. |
Party
B shall inform Party A, in writing, of the grown area and place of
such
variety in the current year before the end of May of every year, and
of
the output at the end of March of the next year; Party A shall confirm
the
said information in writing;
|
| 4. |
Should
Party A raises an objection to the output of Party B, it shall inform
Party B within 10 working days upon the receipt of the written notice
from
Party B and have the right to examine such output; Party B shall provide
active assistance. Party A shall keep the trade secret of Party B
confidential. Should Party A does not raise any written objection against
Party B within the said time period, Party A shall be deemed to have
acknowledged the output informed by Party
B.
|
Article
Eight Remedies
| 1. |
Provided
that any other person produces or distributes any hybridized seeds
of such
variety for commercial purpose during and after the process (including
but
not limited to the period from the date of public notice of preliminary
review to the authorization date of the variety right) of application
of
the variety right, in respect of Liyu No.35 and its inbred seeds, Party
A
shall transfer the right of recourse to Party B in writing, and shall
permit Party B to claim the damages against others in the name of Party
B.
The proceeds shall be equally distributed between the Parties after
deducting necessary expenses incurred to Party
B;
|
| 2. |
When
the aggregate generalization of the variety of Liyu No. 35 by Party
B
reaches 2, 000, 000, 000 kg, Party A shall provide Party B with premium
and the proportion of the royalty shall be reduced from RMB0.5/kgto
RMB0.4/kg.
|
Article
Nine Liabilities for
Breach of Contract
|
1.
|
Party
B shall pay Party A the fees for the variety’s use right at the stated
time. Should Party B fails to pay the said amount, it shall pay
Party A
0.5% overdue fine per overdue day;
|
|
2.
|
Should
Party B makes any concealment in respect of the output, it shall
pay Party
A five times of its due profits as compensation based on the profit
which
is concealed;
|
|
3.
|
Should
Party B fails to comply with the third paragraph of Article 2 hereof,
Party A has the right to revoke Party B’s exclusive use right of
production and operation of Liyu No.
35.
|
|
4.
|
Should
any other person propagates such variety due to Party B’s disclosure,
Party B shall assume the liabilities for breach of the Agreement.
The
method of computing the compensation is as follows: the amount
of the
compensation = average output of one acre of the grown area ×
the grown acreage of such other person ×
(the market price where Party B is located in the current year
- Party B’s
cost price);
|
|
5.
|
During
the term of this Agreement, Party B is not allowed to authorize
any other
person to have the exclusive use right of the parental seeds of
such
variety; otherwise, Party A shall be responsible for any losses
incurred
and take the corresponding legal consequences.
|
|
|
Should
Party A discloses the confidential information, or, at his discretion,
permits any other person or itself to produce or manage such variety,
Party A shall assume the liabilities for breach of this Agreement.
The
method of computing the compensation is as follows: the amount
of the
compensation = average output of one acre of the grown area ×
the grown acreage of Party A or such other person ×
(the market price where Party B is located in the current year
- Party B’s
cost price).
|
Article
Ten Amendment
Any
amendment or supplement to this Agreement shall be made in writing and shall
constitute an integral part of this Agreement.
Article
Eleven Governing Law and
Dispute Resolution
| 1. |
This
Agreement shall be governed by laws of the People’s Republic of China.
|
| 2. |
In
the event of any dispute arising out of or in connection with the
validity, interpretation or performance hereof, the Parties shall attempt
in the first instance to resolve such dispute through friendly
consultations. Should such dispute can not be resolved through
consultations or either Party is not willing to resolve such dispute
through consultations, such dispute may be submitted to the court where
this Agreement is executed, unless otherwise determined by such court.
The
litigation fees shall be borne by the losing Party.
|
Article
Twelve Effectiveness and
Miscellaneous
| 1. |
This
Agreement shall become effective as of the date of execution and stamping
by the Parties.
|
| 2. |
This
Agreement is executed in four copies, with each Party holding two,
and
each copy shall have the same legal
effect.
|
| 3. |
Either
Party shall obtain a written content from the other Party before
terminating this Agreement.
|
| 4. |
Any
other issue which is not provided by this Agreement shall be resolved
by
the Parties through friendly
consultations.
|
Party
A:
Shi Jiazhuang Liyu Technology Development Co., Ltd
Authorized
Representative: /s/ Xxxx Xxxxxx
March
30,
2006
/s/
CORPORATE SEAL
Party
B:
Beijing Origin Seed Joint Stock Limited Company
Authorized
Representative: /s/ Xxxxx Xxxxx
March
30,
2006
/s/
CORPORATE SEAL
Place
of
Execution: Shi Jiazhuang
