Industrial Research Assistance Program
Contribution to Firms Agreement
Project No.: 449462
This Agreement is made in duplicate -
Between: National Research Council
Canada
IRAP - Maritimes
0000 Xxxxxx Xxxxxx
Xxxxxxx, XX
X0X 0X0
(herein called the NRC)
And: Naturol (Canada) Limited
Xxxxx 000, 000 Xxxx Xxxxxx
Xxxxxxxxxxxxx, XX
X0X 0X0
(herein called the Firm)
1. This Agreement comes into effect on 2001/11/1 (ccyy/mm/dd) and
terminates on 2002/11/30 (ccyy/mm/dd).
2. The NRC agrees to contribute up to a maximum of $125,000 for
costs incurred in the direct performance of the work undertaken by the Firm
as described in
the attached Statement of Work (hereafter referred to as "the Work") and in
accordance with the
Basis of Payment and Conditions of Contribution.
3. The Firm agrees to undertake the Work and understands and
accepts all the conditions of the
Basis of Payment and the Conditions of Contribution.
4. This Agreement shall become null and void if not signed and
returned to NRC within forty-five
(45) days of the signature date of the authorized officer of the
NRC.
National Research Council Canada
Xxxxx X. Xxxxxx Date (Year - Month - Day)
Regional Director, Maritimes
Naturol (Canada) Limited
Xxxx XxXxxxx
President
Date (Year - Month - Day)
Project Title
Hydrofluorocarbon Solvent Extraction of Lipophilic Bioresource
Materials
Objective(s)
The objective of the project is to demonstrate the efficacy of and
establish a process for the extraction and concentration of hydro-
fluorocarbon solvent extraction of lipophilic compounds leading the
development of a commercial toll processing facility. Specific extractions
will include astaxanthin from lobster, taxane from yew, squalene from dogfish
shark, oleoresins from wild ceps, myristicin from bog myrtle and oil and
phytosterol fractions from oilseed species such as canola, soya, flax and
hemp.
Plan of Work
The firm and its subcontractor will develop a systematic approach to
establish and optimize a hydro-fluorocarbon solvent extraction process for a
series of lipophillic resource materials over a variety of reactor types
using a non-ozone depleting solvent, specifically HFC 134a and tri-fluoro-
iodomethane, in a closed solvent recovery process at atmospheric pressures
approximating 8 bar.
Phase 1 Installation and Commissioning of Equipment
Starting week 1 for a duration of 2 week(s).
The firm and its subcontractor will receive, install and accept for
commissioning, equipment relating to a 2-litre laboratory system, a 20-litre
twin chamber pilot plant system and a 100-litre twin chamber pilot/commercial
scale system with control systems and solvent charges. Test runs will be
conducted to confirm system performance and throughput.
Phase Outcome:
The firm will demonstrate successful commissioning process runs to
establish control over processes and
equipment.
Phase 2 Laboratory-Scale Extraction of Oilseed Target Products
Starting week 3 for a duration of 9 week(s).
The firm and its subcontractor will conduct laboratory scale
extractions of pre-processed (crushed or extruded) canola, soya, flax and
hemp seed. A matrix or
simplex experimental design will be developed to determine the effects
on the oil produced and the yield. The
optimization of procedures will be evaluated by Multisimplex Software
to determine optimal process
parameters. The products will be tested for basic oil quality
parameters (identification and fatty acid
profiles) by HPLC-MS and GC-MS. Changes to solvent mix will be
evaluated in respect to yield.
Phase Outcome:
Complete laboratory scale extraction protocols with confirmatory
analysis for the above oilseed materials.
Extractions protocols will be approximated for pilot scale runs.
Phase 3 Pilot Plant Extraction Trials of Oilseed Crops
Starting week 10 for a duration of 13 week(s).
The firm and its subcontractor will use results from task 2 to
establish starting points for the process on a larger scale 20 and 100-litre
system. Process conditions and protocols will be optimized for yield and
quality attributes. The oils will be tested to determine their fatty acid
profiles, peroxide values, iodine values, trace minerals and
phytoextractives. The phytoextractives will be assessed for chlorophyll and
gum content with particular emphasis on lecithin. The reproducibility of the
procedure and the impact of water content in the raw-stock verses other pre-
processing procedures will be evaluated.
Phase Outcome:
Validation of the transfer of starting points for the process from
laboratory scale 2-litre processing to
pilot plant processing and determination of the effects of raw-stock
characteristics, including water
content on the process and the end products.
Phase 4 Laboratory-Scale Extraction of Bioresource Target Products
Starting week 19 for a duration of 9 week(s).
The firm and its subcontractor will prepare research protocols for each
target product, conduct laboratory scale process runs (2-litre system) to
assess the total yield and composition of lipophilic extracts from
bioresource materials. HPLC-MS and GC-MS will be used to identify and
quantify the profile of key components. Changes to the solvent mix will be
evaluated to maximize yield of desired fractions. Bioresource materials and
targets will be astaxanthin from American lobster, Taxane from Canadian Yew,
Squalene from dogfish shark liver, oleoresin wild flavour extracts from wild
ceps, Myristicin extracts from bog myrtle, efficacious macromolecules from
St. John's Wort, oil and phytosterol fractions from oil seed species,
including canola, soya, flax and hemp.
Phase Outcome:
Complete laboratory scale extraction protocols with confirmatory
analysis for the above bioresource
materials. Extraction protocols will be approximated for pilot scale
process runs.
Phase 5 Pilot Plant Extraction Trials of Bioresource Materials
Starting week 24 for a duration of 9 week(s).
The firm and its subcontractor will conduct scale up to pilot-scale
extraction of the bioresource targets using a 20-litre and a 100-litre pilot
system. Trials will establish yield and quality attributes of the
extractives. Process drying techniques will be developed to standardize the
raw input materials and standard processes will be developed for each target
and data recorded to establish process control points. The efficiency of the
solvent system will be evaluated and reproducibility established. The effect
of water content in raw stock versus freezing and air drying will be
evaluated. Process troubleshooting and documentation will be undertaken as
necessary.
Phase Outcome:
Validation of the transfer of starting points from laboratory scale 2-
litre processing to pilot plant and
determination of the effects of pre-preparation, including water
content on the processes and the end
products.
Phase 6 Laboratory Analysis of Composition Profile, Degree of Purity
and Stability of Pilot Plant
Extracts
Starting week 29 for a duration of 17 week(s).
The firm and its subcontractor will use spectrometric methods to
separate, identify and quantify the various extracts resulting from pilot
plant and
laboratory scale production. Purity testing will include pesticide
residues in the concentrates. Product
specification sheets and certificates of analysis will be prepared.
Sub-samples will be evaluated for shelf
stability, particularly oxidative and enzymatic degradation. Microbial
and chemical analysis will be conducted
to verify parameters of shelf life stability.
Phase Outcome:
Complete analytical profiles of products including oilseed extracts and
bioresource extracts will be
prepared and include performance in shelf stability, microbial and
chemical testing. Product specification
sheets will also be prepared.
Phase 7 Reporting and Project Management
Starting week 1 for a duration of 60 week(s).
The firm and its subcontractor will develop a project management plan
prior to the start of phase 1 and prepare interim
and final reports acceptable to the firm and to IRAP. Project
management will track the project performance
regarding schedule and budget and report to the firm and to IRAP on a
monthly basis. Statistical analysis
supporting data collection will be performed according to good
laboratory practice.
Phase Outcome:
At the completion of this task, a complete and acceptable final report
in accordance with guidelines
provided by IRAP will be submitted. The firm is expected to include
plans for the utilization and
commercialization of the techniques developed in the project.
1.0 Terms of Reimbursement
1.1 NRC agrees to reimburse the Firm for costs incurred in the direct
performance of the Work as
follows:
* 100% of internal supported salaries (excluding benefits) for
Xxxxxxx Xx - Scientist, Xxxxx Xxxxx - Scientist up to a maximum of $22,750.
* 50% of contractor supported fees for FTC Enterprises Inc. to a
maximum of $100,000.
* 50% of travel costs to a maximum of $2,250.
1.2 Neither federal or provincial sales tax will be reimbursed by NRC,
and the Firm must delete any federal
and provincial sales tax costs from claims prior to submission to
NRC for payment.
1.3 All claims, submitted for costs incurred, as specified in clause
1.1 of the Basis of Payment, must be
supported by a status/final report(s) covering the claim period.
1.4 The Firm agrees to provide proof of costs incurred with each claim.
Each claim must contain the
information specified in the attached claim form. When claiming
for salary costs, timesheets are not
required to be submitted with a completed claim form.
1.5 The Firm agrees to provide NRC the reports on the dates outlined
below. The Firm acknowledges that
failure to comply with these requests will cause the payments of
current and subsequent claims to be
delayed or stopped.
1.6 NRC may agree to the reallocation of funds between the above
payment categories provided that NRC is
advised in advance of the reasons for the proposed changes and that
NRC is in agreement with the need
for such changes. This only applies when there is more than one
payment category under clause 1.1.
1.7 Any changes to personnel or contractor(s), or any substitution of
internal expertise or contractor(s)
supported by NRC as specified in clause 1.1 of the Basis of Payment
must be discussed and approved
by NRC prior to invoicing.
2.0 Sources of Funding for the Work
2.1 The Firm agrees that the following table fairly represents the
anticipated sources of funds for the Work.
Source Amount Percentage
IRAP Contribution $125,000 28%
R&D Tax Credits $72,300 16%
Other Government Assistance$20,000 4%
Firm's Contribution $234,300 52%
Total cost of the work $451,600 100%
2.2 The Firm acknowledges that securing any funding for the Work other
than IRAP's contribution, is entirely
a matter between itself and the other sources of funds and that
IRAP cannot give any assurance about the
eligibility, suitability, terms, or amounts.
3.0 Summary of NRC's Support by Federal Fiscal Year
For the year of 2001/2002 $60,000 max.
For the year of 2002/2003 $65,000 max.
NRC Total Contribution $125,000 max.
Claims for reimbursement, in accordance with clause 1.1, in a given
federal fiscal year (April 1 to March
31) must be submitted by April 10 of the following federal fiscal
year. The maximum amount per federal
fiscal year cannot be exceeded without prior approval of NRC.
No unclaimed portion of these maximum annual amounts will be added
to subsequent federal fiscal year
limits without the express written consent of NRC.
4.0 Reports and Meetings Schedule
Date Description
Status Report to be submitted with each Claim
2001/11/30 Project Management Report detailing task reporting
structures and budget tracking
structures and accompanied by a mechanical drawing of
any process equipment
installed.
2002/03/29 Interim report detailing progress of the work and
research findings up to the completion
of task 5 in a format acceptable to the firm and to
IRAP.
2002/11/30 Final report detailing final results and work completed
in a format acceptable to the
firm and to IRAP and accompanied by a completed follow-
up report (blank enclosed).
Final Report required with Final Claim
5.0 Special Conditions
Date Description
N/A Copies of all claims shall be accompanied by proof of
payment and a summary report
detailing findings and progress of the work and costs
incurred for the claim period.
This Agreement is conditional upon the Firm's adherence to all
conditions set out below. A breach of any of the following conditions, or a
submission to NRC of false
or misleading representation or information, is grounds for suspension
or immediate termination of NRC's financial
assistance for the Work, in addition to any other action permitted by
law. NRC will notify the Firm, in
writing, of any such suspension or termination. Failure on the part of
NRC to act on any breach does not
constitute a waiver of NRC's right to act on that or any other breach
of the following conditions.
1. The Firm must demonstrate, to the satisfaction of NRC, acceptable
performance of the Work, and
the capability of continuing to perform the Work. The Firm must
permit NRC to inspect the
facilities used by the Firm in the performance of the Work, and must
agree to discuss the Work
with NRC representatives.
2. In its performance of the Work, the Firm must maintain adequate
environmental protection measures,
including those for biohazardous materials, to satisfy the
requirements of all relevant regulatory
bodies.
3. If the Work involves human subjects, the related activities must be
reviewed by the NRC's Research Ethics Board (Ottawa) and the written approval
of NRC must be obtained by the
Firm before any human trials are conducted. If the Work involves
experiments with animals, the Firm must obtain, before any animal
experiments begin, the written approval of protocols by a local
Animal Care Committee (ACC)
operating in accordance with the IRAP Terms of Reference for Local
ACCs. In the course of
experimentation, the Firm must rectify any conditions judged
unacceptable by the ACC or by the
NRC Research Ethics Board (Ottawa) to the satisfaction of the
relevant body.
4. Any significant change proposed to the Statement of Work or the
Basis of Payment must be agreed
to in writing by both the Firm and NRC.
5. The Firm must indicate in writing, or by a clear label, the
confidentiality of any specific
information which it wishes to be treated as confidential by NRC.
Protection from third-party
access to confidential business information supplied to NRC is
provided by the federal Access to
Information Act.
6. The Firm must maintain data relating to the economic and job
creation benefits traceable to this
Agreement for at least the first five years after the completion of
the Work, and must provide NRC
with such data upon request.
7. The Firm must notify NRC in writing if it receives financial
assistance for the Work, from any level
of government, beyond that indicated in the Basis of Payment. In
such cases, NRC reserves the
right to reduce the amount of its contribution.
8. If the Firm has not contributed its share, as identified in clause
2.1 of the Basis of Payment, NRC's total contribution may be reduced
proportionately to reflect its original agreed percentage of
contribution and the resulting reduction
shall constitute an overpayment by NRC to the Firm. If NRC
reimburses the Firm for costs
claimed which are not covered in the Basis of Payment, the amount of
the costs may constitute
an overpayment by NRC to the Firm. Any overpayments by NRC to the
Firm are debts due to the
Crown.
9. The Firm must submit reports and claims to NRC as specified in the
Basis of Payment. Payment of
claims is contingent upon receipt of those reports.
10. The Firm must maintain adequate records and accounts related to its
performance of the Work supported by this Agreement, in accordance with
generally
accepted accounting principles. Upon reasonable notice by NRC, the
Firm must make such records available to
authorized representatives of NRC for inspection, auditing, or
copying and must permit authorized
representatives of NRC to have access to the Firm's facilities and
personnel for the purpose of
inspection and interviewing. This clause remains in effect for three
(3) years after the termination
date of this Agreement.
11. The Firm shall give written notice to NRC if there are significant
changes in ownership of the Firm.
12. The Firm shall give written notice of any changes to the Firm's
name or address and provide the
appropriate legal documents for the name change.
13. Any notice required under this Agreement shall be sent to the
addresses stated at the beginning of
this Agreement or the last address provided by the Firm or NRC.
14. The Firm shall endeavour to exploit the results of the Work to the
socio-economic benefit of
Canada.
15. For purposes of the Conditions of Contribution: Intellectual
Property (IP) means any intellectual
component produced in the course of the Work including, without
limitation, software and chemical
formulae, that could be protected by the Firm through patents,
copyrights, industrial designs,
trademarks, trade secrets, or any other available means.
16. The Firm must obtain prior written consent from NRC if, during the
life of this Agreement, it
intends to do part of the Work outside of Canada. This would be
approved if the Firm could
demonstrate to NRC's satisfaction that no suitable Canadian
collaborator was available.
17. The Firm will normally own the IP, and be responsible for
protecting it. This could include, without limitation, requiring third
parties to sign confidentiality
agreements before disclosure by the Firm of trade secrets. If some
or all of the IP is owned by another person or
organization, or if some or all of the IP will be owned by another
person or organization
collaborating with the Firm, the Firm must enter into an agreement
which, in the opinion of NRC,
gives the Firm a licence to use all such IP. The licence shall
include the right to sublicense,
including a sublicense to NRC as may be necessary under clause 18.
18. Upon NRC's request, the Firm must report to NRC on its efforts to
exploit the IP. Exploiting the IP refers to the manufacture of products,
provision of services and sale of products or services to meet market demand.
If
NRC determines, based on these reports and any additional follow-up
by NRC, that the Firm is not exploiting the IP, either directly or through
licensing, NRC
may request the Firm to find a licensee and to licence the IP upon
reasonable commercial terms and conditions within
ninety (90) days of NRC's request. NRC will not make this type of
request before the completion of
the Work. If the Firm does not meet NRC's request, the Firm shall
grant NRC a non-exclusive,
perpetual, royalty-free licence to use the said IP for any purpose.
The licence shall include the right
to grant sublicenses.
19. During the life of this Agreement and within five (5) years after
the end of this Agreement, the Firm
shall obtain NRC's prior written consent to:
a) enter into third party agreements including, without
limitation, changes in ownership of the Firm,
that would limit the Firm's control of the IP,
b) manufacture or cause the manufacture outside of Canada any
products, services or processes
that incorporate the IP,
c) sell or otherwise dispose of the IP to any person or
organization outside of Canada,
d) license the IP for the purpose of manufacturing or producing
outside of Canada any products or
services that incorporate the IP.
NRC consent to the above will not be unreasonably withheld.
20. Except as limited by Clause 19, the Firm may disclose or license
the IP, including, without
limitation, software, when necessary to permit generally accepted
use by authorized customers
or users.
21. The Firm warrants and covenants that:
a) it has not, nor has any person on its behalf, offered or
promised to any official or employee
of Her Majesty the Queen in right of Canada any bribe, gift or
other inducement for or with
the view of obtaining this Agreement; and
b) it has not directly or indirectly paid or offered to pay and
will not directly or indirectly
pay to any person a commission or contingency fee dependent upon
the signing of this
Agreement by both parties.
22. No member of the House of Commons shall be admitted to any share or
part of this Agreement or to any benefit to arise therefrom. No person will
receive a
direct benefit from this contract if that person is subject to, and
not in compliance with, a Conflict of Interest
and Post-Employment Code, either the one for public office holders,
for the public service, or
for NRC employees. (NOTE: post-employment rules mainly affect
persons in the NRC "Management"
category, the federal public service categories "Senior Manager"
and above, ministerial staff,
and Governor in Council appointees.)
23. Nothing in this Agreement shall be construed as creating a
partnership, joint venture, or agency
relationship between NRC and the Firm.
24. The Firm must not use the name of the National Research Council in
any manner that may imply
endorsement or approval of a product, process, or business without
the express written consent
of the NRC. The Firm must obtain the written consent of the IRAP
Regional Director prior to
including the NRC name in any promotional materials, including
press releases and
advertisements.
25. The Firm shall indemnify NRC in respect of any claim against NRC by
a third party resulting directly or indirectly from the Firm's
performance of the Work or use by the Firm or a third party of the
results arising from the Work
funded under this Agreement. The Firm shall not take action
against NRC for failure or delay in
performance caused by circumstances beyond NRC's reasonable
control, or for incorrectness of
data supplied, advice given, or opinions expressed in relation to
the Work.
26. This Agreement shall not be assigned in whole or in part, nor shall
any amount thereunder be
assigned by the Firm without prior written consent of NRC.
27. NRC may terminate this Agreement immediately if the Firm ceases
operations, enters into
receivership, or becomes insolvent or bankrupt.
