Joint Development Agreement
EXHIBIT
4.22
Joint
Development Agreement
Party
A:
Li County Corn Research Institute
Address:
2 kilometres in the South of Li Gang, Hebei Province
Party
B:
Beijing Origin Seed Technology Development Co., Ltd
Address:
Xx.00 Xxxxxxx Xxxxxxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx
For
the
purpose of accelerating the generalization and application of new variety of
corn, and through equal and friendly negotiation, the Parties agreed as
follows:
Article
One The
Purpose
The
Parties shall jointly develop the new variety of corn, Liyu No. 26, which is
selected and grown by Party A.
Article
Two The
Cooperative Mode
| 2.1 |
Party
A shall provide parental seeds and other relevant technical materials
(including the hybridized seeds of Liyu No.26 already obtained) of
Liyu
No.26, and shall be responsible for the further
improvement;
|
| 2.2 |
Party
A shall be responsible for training and supervising the seed production
personnel from Party B;
|
| 2.3 |
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 district trial
and
approval shall be borne by Party A.
|
Article Three
Ownership
| 3.1 |
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;
|
| 3.2 |
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 transferred to Party B without consideration, subject to
Party
B’s guarantee of the right of authorship and the due interests of the
breeder.
|
Article
Four Responsibilities of
Party A
| 4.1 |
Party
A authorizes Party B to have the exclusive right to produce and operate
Liyu No.26. Without Party B’s written consent, Party A shall not authorize
any other third party to produce and operate such
variety;
|
| 4.2 |
Party
A shall not, at its discretion, produce the hybridized seeds of Liyu
No.26, but it may sell without repackaging the hybridized seeds of
Liyu
No.26 produced by Party B, subject to its compliance with the sales
policy
of Party B;
|
| 4.3 |
Party
A shall apply for the variety right of Liyu No.26 and its inbred
variety
in accordance with relevant regulations in a timely manner. Provided
that
the new variety right of plant is obtained, Party A shall be responsible
for the payment of annual fee in accordance with the relevant state
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
| 5.1 |
Party
B shall be responsible for the trial, demonstration, development,
and
approval application of Liyu No.26;
|
| 5.2 |
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;
|
| 5.3 |
Party
B shall inform Party A of the specific amount of the production and
sale
of Liyu No.26, 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
| 6.1 |
Neither
Party shall, in respect of Liyu No.26, carry out any cooperation
with any
entity or individual, transfer, or assist any third party in using
it;
|
| 6.2 |
The
Parties shall strictly prevent the parental seeds of Liyu No.26 and
its
technical materials from being disclosed and shall together keep
the
parental seeds and the business secret
confidential;
|
| 6.3 |
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;
|
| 6.4 |
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
| 7.1 |
The
investment of the early breeding of Liyu No.26 is calculated in
RMB200,000, and Party A shall provide Party B with the parental seeds
and
relevant materials (including the hybridized seeds already obtained)
of
No.26 before the end of February 2003. Party B shall pay Party A
RMB100,
000 only upon examination. It shall be otherwise agreed on the price
for
and relevant issues of the hybridized seeds and parental inbred
seeds;
|
| 7.2 |
Should
such variety can not be approved by the competent authority above
the
provincial level, or the legal certificate of the variety right can
not be
obtained and such variety can not be generalized legitimately, Party
A
shall repay Party B the RMB100,000 paid by Party
B;
|
| 7.3 |
Upon
the approval of such variety and obtaining of the legal variety right,
Party B shall pay Party A another
RMB100,000;
|
| 7.4 |
The
fees shall be counted as RMB0.4 /kg produced by Party B from 2003.
The
said settlement shall be basically made after the annual distribution
season of the produced hybridized seeds (at the end of June of next
producing year). However, the advance shall be properly made ahead
of
schedule (January of next producing year), and the specific amount
shall
be made through the Parties’
consultations.
|
Article
Eight Remedies
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.26 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.
Article
Nine Liabilities for
Breach of Contract
| 9.1 |
Violation
of any provision of this Agreement shall constitute a breach. The
Breaching Party shall be liable for the Non-breaching Party’s economic
losses caused by its breach and shall compensate the Non-Breaching
Party
for such losses and keep the Non-breaching Party undamaged;
|
| 9.2 |
Should
the dispute is caused by the property rights of the variety right
of Liyu
No.26 and its inbred seeds, Party A shall assume full responsibilities
and
compensate Party B for such losses.
|
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 Effectiveness and
Miscellaneous
| 11.1 |
This
Agreement shall become effective as of the date of execution and
stamping
by the Parties. This Agreement is executed in two copies, with each
Party
holding one, and each copy shall
have the same legal effect.
|
| 11.2 |
Either
Party shall obtain a written content from the other Party before
terminating this Agreement.
|
| 11.3 |
Any
other issue which is not provided by this Agreement shall be resolved
by
the Parties through friendly
consultations.
|
Party
A:
Corn Research Institution of Li County
Representative:
/s/ Xxxx Xxxxxx
/s/
CORPORATE SEAL
Party
B:
Beijing Origin Seed Technology Development Limited
Representative:
/s/ Xxxxx Xxxxx
/s/
CORPORATE SEAL
Place
of
Execution: Beijing
Date
of
Execution: January 9, 2003
