Henan Agriculture University and Henan Origin Seed Technology Development Co., Ltd. Transfer and Technical Cooperation Agreement on Upgrading of the Hybrid Corn Seed, Yuyu No.20
EXHIBIT
4.23
Henan
Agriculture University
and
Henan
Origin Seed Technology Development Co., Ltd.
Transfer and Technical Cooperation Agreement on Upgrading of the Hybrid Corn
Seed, Yuyu No.20
Henan
Agriculture University (Party A) and Beijing Origin Seed Technology Development
Co., Ltd., in respect of the relevant issues of the transfer and
technical cooperation of upgrading of the hybrid corn seed, Yuyu No.20,
through consultations, agree as follows :
| I. |
The
Rights, Responsibilities and Obligations of Party
A
|
| 1. |
The
intellectual property rights of upgraded Yuyu No.20 and its parental
seed,
Gai 221, vest in Party A.
|
| 2. |
Party
A shall complete the re-registration of the upgraded Yuyu No.20 and
its
parental seed before the end of 1999 and obtain the legal qualification
for generalization.
|
| 3. |
Party
A agrees that Party B can take full responsibility of the production
and
sale of the seed of such variety and its inbred propagation and use
“Origin” as the trademark of the seed from 2000; Party A shall not provide
the parental seed of the hybridized variety and its grown technology
to
any third party.
|
| 4. |
Party
A may sell the seed produced by Party B, and Party B shall give Party
A
the 10% to 15% (the substantial discount fluctuates as the price
does)
discount of the uniform sale price of Party A. However, Party A shall
comply with the uniform sale policy made by Party B in order to protect
the market.
|
| 5. |
Party
A shall assist Party B in establishing experimental plantation bases
outside and inside the province where it is suitable for plantation
and
explore the seed market.
|
| 6. |
Party
A shall provide Party B with technical data and guidance in respect
of
growing and plantation of the hybridized
seed.
|
| 7. |
Should
Party B ceases the production and sale of the seed, Party A has the
right
to otherwise transfer the abovementioned rights.
|
| 8. |
Party
A shall provide Party B with 195kg of inbred seed of Gai221 and 500kg
of
the hybridized seed for demonstration in October
1999.
|
| II. |
The
Rights, Responsibilities and Obligations of Party
B
|
| 1. |
Party
B shall obtain the exclusive rights of production and general sale
of the
upgraded Yuyu No.20 by paying onerous use fee to Party
A.
|
| 2. |
Party
B shall pay the onerous use fee to Party A according to plantation
area at
the price of XXX 00 per xxxx (the unchanged price in 1999). Party
B shall
inform Party A of the true plantation area of the year by the end
of July
annually and pay the onerous use fee. Should Party A raises objection
to
the plantation area provided by Party B, Party A has the right to
carry
out sample or overall examination on all the growing
fields.
|
| 3. |
Party
B shall take the full responsibility of the production of the seed
of
hybridized variety and inbred propagation to ensure the quality of
the
seed produced and protect the interests of the user and the reputation
of
the variety.
|
| 4. |
Party
B shall respect and protect Party A’s intellectual property of the new
variety and the selected breeding of its parental variety. “Parental
Gai221 of Upgraded Yuyu No.20 ” is only used for the production of
“Upgraded Yuyu No.20”.
|
| III. |
Liabilities
for Breach of Contract
|
| 1. |
Two
parties shall protect the intellectual property of the new seed and
its
parental seed and ensure the fulfillment of the abovementioned terms.
Should any party breach the contract, the other party has the right
to
claim economic damages.
|
| 2. |
Amendments
should be made by both parties for unsettled
matters.
|
| 3. |
This
agreement comes into effect at the moment it is signed and stamped
by both
parties and terminates once the production of the seed
ceases.
|
Party
A:
Henan Agriculture University
Representative:
/s/ Yang Huiwu
/s/
CORPORATE SEAL
August
16, 1999
Party
B:
Henan Origin Seed Technology Development Co., Ltd.
Representative:
/s/ Xxxx Xxxxxxxx
/s/
CORPORATE SEAL
August
16, 1999
