1
EXHIBIT 10.32
COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT
No. 58-3K95-M-764
between
USDA'S AGRICULTURAL RESEARCH SERVICE
and
eMERGE VISION SYSTEMS, INC.
and
IOWA STATE UNIVERSITY OF SCIENCE AND TECHNOLOGY
concerning
Methods for Detecting Fecal and Ingesta Contamination on Meat
XXXX NO. 3625-32420-001-00D
Log No. 3630-30-00-16377
Term: 3 years
2
CONTENTS
Objective and Approach ................................................. 5
Scientific Interactions ................................................ 5
Ars' Responsibilities ..................................................
eMERGE's Responsibilities .............................................. 6
Isu's Responsibilities ................................................. 7
Sharing of Research Results ............................................ 7
Research Exclusion ..................................................... 7
Reports and Records .................................................... 8
Regulatory Approvals ................................................... 8
Confidentiality and Proprietary Property ............................... 8
Publications ........................................................... 10
Use of Name or Endorsements ............................................ 10
Manufacture in the United States ....................................... 10
Indemnity and Liability ................................................ 10
Export Control ......................................................... 11
Relationship of Parties ................................................ 11
Availability of Appropriations ......................................... 11
Force Majeure .......................................................... 12
Termination by Mutual Agreement ........................................ 12
Termination by Mutual Agreement ........................................ 12
Scope of Agreement ..................................................... 13
Amendment .............................................................. 14
Notices and Authorized Agents .......................................... 14
Scientific Representatives ............................................. 15
Disputes ............................................................... 15
Limitation on Ars' Scientific Representative's authority ............... 16
Officials Not to Benefit ............................................... 16
Subcontracting Approval ................................................ 16
Entire Agreement ....................................................... 16
Severability ........................................................... 17
Assignments ............................................................ 17
Subject Inventions ..................................................... 17
Ownership of Inventions ................................................ 18
Subject Inventions ..................................................... 18
Subject Invention Information .......................................... 19
Property Protection Applications ....................................... 19
Headings and Titles .................................................... 19
Ambiguities ............................................................ 20
Term ................................................................... 20
Signatures and Effective Date .......................................... 20
3
Certifications ......................................................... 21
Estimated Budget ....................................................... 23
Research Plan .......................................................... 24
4
ARTICLE IV - OBJECTIVE AND APPROACH
4.01 The objective of this Agreement is to evaluate and further develop the
technology described in a US Patent Application Serial No. 09/033, 754,
"Method and System for Detecting Fecal and Ingesta Contamination on the
Carcasses of Meat Animals During and After Xxxxxxxxx Using Visible
Light Fluorescent Spectroscopy," filed 3 March 1999. ARS will provide
microbial and animal expertise. ISU will provide physical chemistry and
spectroscopy expertise. eMERGE will provide design and engineering
expertise and will construct prototype instruments. All parties will
participate in the testing and evaluation of the prototype instruments
for their ability to detect fecal and ingesta contamination on meat.
4.02 The approaches to be used by ARS are to:
Share the knowledge gained thus far on the use of spectroscopy to
detect fecal material and ingesta on meat and to join with ISU and
eMERGE to evaluate and enhance its practical application.
4.03 The approaches to be used by eMERGE are to:
Design and construct prototype instruments adjoin with ARS and ISU to
evaluate its practical application in the detection of fecal material
and ingesta on meat.
4.04 The approaches to be used by ISU are to:
Share the knowledge gained thus far on the use of spectroscopy to
detect fecal material and ingesta on meat and to join with ARS and
eMERGE to evaluate and enhance its practical application.
ARTICLE V - SCIENTIFIC INTERACTIONS
5.01 Frequent and effective communication is essential to the successful
accomplishment of the objectives of this Agreement. To this end, the
scientific representatives of ARS, ISU and eMERGE shall meet at least
once every six (6) months to exchange results, perform critiques and
make plans and recommendations.
a. Any such plan or recommendation that is outside the Scope of
Agreement shall be reduced to writing and referred to the
management of each party for appropriate action.
b. Any such plan or recommendation so referred shall not be
binding on either party unless incorporated into this
Agreement by amendment.
Page 4
5
ARTICLE VI - ARS' RESPONSIBILITIES
6.01 Using approaches herein described in Section 4.02, provide expertise in
the microbiology, physiology and metabolism of the gastrointestinal
tract.
6.02 Provide biological samples and animals as necessary and mutually agreed
upon to evaluate the prototype instrument(s) developed by eMERGE to
detect fecal material and ingesta on meat.
6.03 Permit ISU and eMERGE scientific personnel assigned to this cooperative
effort entrance to and exit from ARS facilities as needed and agreed.
6.04 Assign personnel, equipment, supplies, transportation, and facilities
as needed and available to meet its responsibilities hereunder, such
resources to remain the property of ARS.
ARTICLE VII - eMERGE'S RESPONSIBILITIES
7.01 Using approaches herein described in Section 4.03, design and produce a
prototype and a commercially feasible fecal and ingesta detection
instrument and evaluate with ARS and ISU its usefulness under practical
conditions.
7.02 Conduct market surveys in support of a commercialization strategy for
the above mentioned fecal and ingesta detection instrument.
7.03 Explore the regulatory issues regarding the adoption of the
above-mentioned fecal and ingesta detection instrument.
7.04 Permit ISU and ARS scientific personnel assigned to this cooperative
effort entrance to and exit from eMERGE facilities as needed and
agreed.
7.05 Assign personnel, equipment, supplies, transportation, and facilities
as needed and available to meet its responsibilities hereunder, such
resources to remain the property of eMERGE.
7.06 Pay $150,000 to ISU, as follows:
a. $50,000 within thirty (30) days of final signature of this
Agreement;
b. $50,000 within thirty (30) days after the completion of the first
year of this Agreement;
Page 5
6
c. $50,000 within thirty (30) days after the completion of the
second year of this Agreement.
Make checks or money orders out to the "Iowa State University of
Science and Technology," cite Agreement No. 58-3K95-M-764 thereon and
send to:
Contracts and Grants Xxxxxx
000 Xxxxxxxxxx Xxxx
Xxxx Xxxxx Xxxxxxxxxx
Xxxx, XX 00000-0000.
ARTICLE VIII - ISU'S RESPONSIBILITIES
8.01 Using approaches herein described in Section 4.04, provide physical
chemistry and spectroscopy expertise as needed by eMERGE in the design
of the prototype fecal and ingesta detection instrument and participate
with ARS and eMERGE in evaluating its ability to detect fecal
contamination and ingesta on meat.
8.02 Permit ARS and eMERGE scientific personnel assigned to this cooperative
effort entrance to and exit from ISU facilities as needed and agreed.
8.03 Assign personnel, equipment, supplies, transportation, and facilities
as needed and available to meet its responsibilities hereunder, such
resources to remain the property of ISU.
ARTICLE IX - SHARING OF RESEARCH RESULTS
9.01 The results of this Agreement and research data which are collected,
compiled and evaluated under this Agreement shall be shared and
mutually exchanged by ARS, eMERGE and ISU.
ARTICLE X - RESEARCH EXCLUSION
10.01 The results of this Agreement shall be made available to others for
bona find research purposes if confidentiality is not breached and
Subject Inventions or the pending patent application described in
Section 4.01 are not infringed.
Page 6
7
ARTICLE XI - REPORTS AND RECORDS
11.01 Each party shall keep complete records relating to this research. All
such records shall be available for inspection by the other parties at
reasonable times.
11.02 The records, or true copies of them shall be delivered to the other
parties upon request.
11.03 Written progress reports shall be supplied by each party to the other
parties at least fifteen (15) calendar days prior to each semiannual
meeting.
11.04 A final report summarizing all data shall be submitted by each party to
the other parties within sixty (60) days of the completion of this
Agreement.
ARTICLE XII - REGULATORY APPROVALS
12.01 Each party is joined and separately responsible for obtaining
appropriate opinions, permits, or licenses from Federal or State
agencies which research materials that each may contribute to or may
result from the performance of this Agreement.
12.02 eMERGE is responsible for obtaining appropriate opinions, permits, or
licenses from Federal or State agencies which regulate commercial
products that may arise from the research work performed within the
Scope of Agreement.
ARTICLE XIII - CONFIDENTIALITY AND PROPRIETARY PROPERTY
13.01 Trade secrets or commercial or financial information, hereinafter
referred to as Confidential Information, that is privileged or
confidential, under the meaning of 5 USC 552(b)(4), which is obtained
by one party from another in the conduct of research under this
Agreement shall not be disclosed to any third party without prior
written permission of the disclosing party. Each party should use the
same degree or care in safeguarding the Confidential Information of the
other party as it uses for its own Confidential Information, but in no
event less than reasonable care. Also, disclosure of Confidential
Information should be on a need-to-know basis.
13.02 Information and sample materials submitted or created under this
Agreement and permanently labeled "confidential" or "proprietary" but
the submitter or creator shall be deemed to be Confidential
Information.
13.03 To the extent one party orally submits its Confidential Information to
the other parties, the submitting party will prepare a document marked
"CONFIDENTIAL" embodying or
Page 7
8
identifying in reasonable detail such orally submitted Confidential
Information and provide the document to the other parties.
13.04 Confidential Information and sample materials submitted under this
Agreement shall not be disclosed or transferred to a party other than a
party to this Agreement without permission from the submitter or
creator.
13.05 A party hereto shall be bound by confidentiality unless the information
or sample material received from another party:
a. Already are available to the public or known to the recipient;
b. Become available to the public through no fault of the recipient, or
c. Are nonconfidentialy received from another party legally entitled to
them.
13.06 Proprietary Material Property
a. Proprietary Material Property means individually and
collectively, without limitation, computer software, computer
simulations, arrays, germplasm, cultures, cell lines, plants,
plant parts, seeds, pollen, proteins, peptides, and
metabolites, DNA and RNA sequences, genes, probes and
plasmids.
b. Any Proprietary Material Property which is supplied under this
agreement by a party, including materials embodying or
embodied by such Proprietary Material Property, shall remain
the sole property of the supplying party and no right or
license to any such Proprietary Materials Property will be
created by virtue of this Agreement, EXCEPT: as authorized by
15 USC 3710a(a)(2).
c. With respect to Proprietary Material Property supplied to the
Agreement by any party and as authorized by 15 USC
3710a(c)(7)(A):
(1) Such Proprietary Material Property is
supplied and may be used, solely for
research purposes and only as expressly
provided herein;
(2) Such Proprietary Material Property shall not
be transferred to any third party without
the prior written consent of the supplying
party; and
(3) At expiration or termination of this
Agreement, all Proprietary Material Property
shall be returned or destroyed, at the
option of the supplying party, and the
receiving party shall cease using and make
no further use of all Proprietary Material
Property provided by the supplying party,
unless otherwise agreed in writing by both
parties.
Page 8
9
ARTICLE XIV - PUBLICATIONS
14.01 Subject to the requirements of the confidentiality and preservation of
invention rights, any party hereto may publish the results under the
Agreement, PROVIDED;
a. The other parties are allowed to review the manuscript at
least sixty (60) days prior to submission for publication;
b. Such publications shall acknowledge this Agreement and the
contributions of each party's personnel.
14.02 The final decision as to the publication content rests with the author of
the publication.
14.03 Publication and/or other disclosure of the results of this Agreement
shall be delayed as necessary to preserve both United States of America
and foreign patent rights in a Subject Invention, PROVIDED: the
requesting party demonstrates promptness and diligence in seeking
patent protection on the Invention.
ARTICLE XV - USE OF NAME OR ENDORSEMENTS
15.01 By entering into this Agreement, neither ARS nor ISU directly or
indirectly endorse any product or service provided or to be provided,
whether directly or indirectly related to this Agreement or the results
of this Agreement.
15.02 No party shall in any way state or imply that this Agreement or the
results of this Agreement are an endorsement of its organizational
units, employees, products, or services except to the extent permission
is specifically granted by the Authorized Agents of ARS and ISU.
ARTICLE XVI - MANUFACTURE IN THE UNITED STATES
16.01 Any product embodying Subject Inventions or produced through the use of
such Inventions used or sold by eMERGE or any licensee or sublicensee
in the United States of America shall be manufactured substantially in
the United States of America.
ARTICLE XVII - INDEMNITY AND LIABILITY
17.01 ISU will hold ARS and eMERGE harmless from any liability arising from
the negligent acts or omissions of an employee, agent, or officer or
ISU, EXCEPT: to the extent
Page 9
10
aforesaid liability arises from the negligent acts or omissions of ARS
or eMERGE, their employees, agents, or contractors and employees or
agents of the contractor.
a. ISU's liability is limited to that available under IOWA State Law.
17.02 ARS will hold eMERGE and ISU harmless from any liability arising rom
the negligent act or omission of a federal Government officer or
employee acting within the scope of his or her employment, EXCEPT: to
the extent aforesaid liability arises from the negligent acts or
omissions of eMERGE of ISU, their employees, agents, or contractors and
employees or agents of the contractor.
a. ARS' liability is limited to that available pursuant to the
Federal Tort Claim Act, 28 USC 2671, et seq.
17.03 eMERGE will hold ARS and ISU harmless from any liability arising from
the negligent act or omission of an eMERGE officer or employee acting
within the scope of his or her employment, EXCEPT; to the extent
aforesaid liability arises from the negligent acts or omissions of ARS
or ISU, their employees, agents or contractors and employees or agents
of the contractor.
ARTICLE XVIII - EXPORT CONTROL
18.01 ARS, eMERGE and ISU understand that materials resulting from the
performance of this Agreement may be subject to export control laws and
regulations.
18.02 Each party is separately responsible for compliance with such laws.
ARTICLE XIX - RELATIONSHIP OF PARTIES
19.01 ARS, eMERGE and ISU act in their independent capacities in the
performance of their respective functions under this Agreement and no
party is to be considered the officer, agent, or employee of another
party.
ARTICLE XX - AVAILABILITY OF APPROPRIATIONS
20.01 ARS continuance of its obligations in this Agreement Is subject to the
passage by the Congress of the United States of an appropriation of
funds from which expenditures may legally be made to cover ARS'
contributions.
Page 10
11
20.02 ISU's continuance of its obligations in this Agreement is subject to
the passage by the Legislature of the State of Iowa of an appropriation
of funds from which expenditures may legally be made to cover ISU's
contributions.
ARTICLE XXI - FORCE MAJEURE
21.01 No party shall be liable for any unforeseeable event beyond its
reasonable control not caused by the fault or negligence of such p.
a. Which causes the party to be unable to perform its obligations
under this Agreement; and
b. Which it has been unable to overcome by the exercise of due
diligence.
c. This includes, but is not limited to, floods, drought,
earthquake, storm, fire, pestilence, lightning and other
natural catastrophes, epidemic, war, riot, civil distance or
disobedience, strikes, labor dispute, failure, or sabotage of
a party's facilities or any order or injunction made by a,
court or public agency.
21.02 In the event of the occurrence of such force majeure. events, the party
unable to perform shall promptly notify the other parties.
a. It shall also use its best efforts to resume performance as
quickly as practicable;
b. It shall suspend performance only for such period of time as
is reasonably necessary as a result of the force majeure
event.
ARTICLE XXII - TERMINATION BY MUTUAL AGREEMENT
22.01 This Agreement or parts thereof, is subject to termination at any time by
mutual consent.
22.02 Pledges of confidentiality and rights accruing in intellectual property
shall survive such termination.
ARTICLE XXIII - TERMINATION BY MUTUAL AGREEMENT
23.01 ARS, eMERGE or ISU may unilaterally terminate its participation in this
Agreement at any time for material breach by another by giving other
parties written notice not less than ninety (90) calendar days prior to
the desired termination date.
Page 11
12
23.02 Pledges of confidentiality and rights accruing in intellectual property
shall survive such termination.
23.03 If ISU unilaterally terminates this Agreement pursuant to this Clause,
ISU:
a. Shall return to ARS and eMERGE any and all data and materials
originated or provided by ARS and eMERGE in ISU's possession;
and
b. Shall retain no rights to use or publish said material or data
after the effective date of ISU's unilateral termination.
23.04 If ARS unilaterally terminates this Agreement pursuant to this Clause,
ARS:
a. Shall return to ISU and eMERGE any and all data and materials
originated or provided by ISU and eMERGE in ARS' possession;
and
b. Shall retain no rights to use or publish said material or data
after the effective date of ARS' unilateral termination.
23.05 If eMERGE unilaterally terminates this Agreement pursuant to Clause,
eMERGE:
a. Shall return to ISU and ARS any and all data and materials
originated or provided by ISU and ARS in eMERGE's possession;
and
b. Shall retain no rights to use or publish said material or data
the effective date of eMERGE's unilateral termination.
ARTICLE XXIV - SCOPE OF AGREEMENT
24.01 Scope of Agreement means objectives, duties and responsibilities forth
in Articles 4, 6, 7 and 8 and Schedule 3.
24.02 Any time a hereto believes their work progress hereunder dictates; a
substantial change in the work described herein, all parties shall make
a good faith effort to agree on any necessary change in this Agreement.
24.03 Any change in this Agreement shall be by written amendment
Page 12
13
ARTICLE XXV - AMENDMENT
25.01 If a party hereto desires a modification in this Agreement, the other
pes shall confer in good faith to determine the desirability of such
modification.
25.02 Such modification shall not be effective until a written amendment is
signed by the Authorized Agents of all pes.
ARTICLE XXVI - NOTICES AND AUTHORIZED AGENTS
26.01 Notices and copies of correspondence among the scientific
representatives of the parties that interpret or may have a bearing on
the legal effect of this Agreement's terms and conditions shall be sent
to the Authorized Agents.
26.02 Referencing Agreement Number 58-3K95-M-764 thereon, send to Authorized
Agents:
If to ARS:
Xxxxxxx X. Xxxxxx
USDA/ARS/XXX
0000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Tel.: (000) 000-0000
FAX: (000) 000-0000
Email: xxx@xxx.xxxx.xxx;
If to eMERGE:
Xxxxxxx Xxxxxx
eMERGE Vision Systems, Inc.
00000 000xx Xxxxxxx
Xxxxxxxxx XX 00000-0000
Tel.: (000) 000-0000
FAX: (000) 000-0000;
If to ISU:
Xxxxxxx X. Xxxxxxxx
Contracts & Grants Officer
000 Xxxxxxxxx
Xxxx Xxxxx Xxxxxxxxxx
Xxxx XX 00000-0000
Tel.: (000) 000-0000
FAX: (000) 000-0000
Email: xxxxxx@xxxxxxx.xxx;
Page 13
14
ARTICLE XXVII - SCIENTIFIC REPRESENTATIVES
27.01 The Scientific Representative of ARS is:
Xxxx X. Xxxxxxxxx
USDA/ARS/NADC
X.X. Xxx 00
Xxxx XX 00000-0000
Email: xxxxxxx@xxxx.xxx.xxxx.xxx.
27.02 The Scientific Representative of eMERGE is:
Xxxxx Xxxxxx
AMERGE - Vision Systems, Inc.
00000 000xx Xxxxxxx
Xxxxxxxxx XX 00000-0000
27.03 The Scientific Representative of ISU is:
Xxxxx X. Xxxxxxx
000 Xxxxxx Xxxx
Xxxx Xxxxx Xxxxxxxxxx
Xxxx XX 00000-0000
Email: xxx@xxxxxxx.xxx.
ARTICLE XXVIII - DISPUTES
28.01 Any dispute arising under this Agreement which cannot be readily
resolved shall be submitted to Authorized Agents for resolution.
28.02 Each party agrees to seek in good faith to resolve the issue through
negotiation or other forms of nonbinding dispute resolution processes
mutually acceptable to the parties.
28.03 A joint decision of ft Authorized Agents, or their designees, shall be
dispositive of such dispute.
28.04 Pending the resolution of any dispute or claim pursuant to this Clause,
the parties agree that performance of all obligations shall be pursued
diligently.
Page 14
15
ARTICLE XXIX - LIMITATION ON ARS' SCIENTIFIC REPRESENTATIVE'S
AUTHORITY
29.01 ARS' Scientific Representative, also known as the Authorized
Departmental Officer's Designated Representative, is authorized to
perform the research, development, testing, and evaluation falling
within the Scope of Agreement. That individual is not authorized to
change or interpret with authority the terms and conditions of this
Agreement.
ARTICLE XXX - OFFICIALS NOT TO BENEFIT
30.01 No Delegate to or Member of the Congress of the United States of
America shall have a of or fit from this Agreement,
30.02 This requirement does not include corporations if this Agreement is
entered into for the corporation's general benefit.
ARTICLE XXXI - SUBCONTRACTING APPROVAL
31.01 A party hereto desiring to cont or otherwise award a substantial
portion of the, research and development described herein shall give
prior notice to the other parties, including details of the contact or
award and receive their permission, which permission shall not be
unreasonably withheld or delayed.
31.02 This requirement is to assure confidentiality is not breached, Subject
inventions are not infringed, and rights to Subject Inventions
compromised.
ARTICLE XXXII - ENTIRE AGREEMENT
32.01 Agreement constitute the entire agreement among ARS, eMERGE, and ISU
and supersedes all prior Agreements and understandings among them with
respect to its subject matter.
32.02 Any representation, promise, or condition in correction with such
subject matter which is not incorporated in this Agreement shall not be
binding upon the parties.
32.03 No modification, renewal, extension, waiver, or termination of this
Agreement or any of its provisions shall be binding upon The party or
parties against whom enforcement of such modification, renewal,
extension, waiver, or termination is sought, unless made in writing and
signed on behalf of such party or parties by a Authorized Agent.
Page 15
16
32.04 As used herein, the word "termination" includes any and all means of
bringing to an end prior to its expiration by its own terms this
Agreement, or any provision thereof, whether by release, discharge,
abandonment, or otherwise.
ARTICLE XXXIII - SEVERABILITY
33.01 The illegality or invalidity of any provision of this Agreement shall
not impair, affect or invalidate the other provisions of this
Agreement.
ARTICLE XXXIV - ASSIGNMENTS
34.01 Neither this Agreement nor any rights or obligations of the parties
hereto shall be assigned or otherwise transferred by a party without
the prior written consent of the other parties, which consent shall not
be unreasonably withheld or delayed.
34.02 Notwithstanding the foregoing, eMERGE may assignees of a substantial
portion of eMERGE's business interests to which this Agreement
pertains.
34.03 ARS is an agency of the U.S., Government and any rights or data creased
under this Agreement are freely transferable within the U.S. Government
and shall not be deemed an "assignment" as contemplated by this Clause.
34.04 Iowa State University Research Foundation is a nonprofit organization
associated with Iowa State University which has the right to manage
intellectual property and receive assignment of intellectual property
developed under this Agreement.
ARTICLE XXXV - SUBJECT INVENTIONS
35.01 "Subject Inventions" shall mean any invention or other intellectual
property conceived or first reduced to practice under this Agreement
which is patentable or otherwise protectable under title 35 of the
United States Code, under 7 USC 232 1, et seq., and foreign
intellectual property laws.
35.02 "SUBJECT INVENTIONS" DOES NOT MEAN INVENTIONS MADE OUTSIDE
THE SCOPE OF AGREEMENT OR PRIOR TO THE EXECUTION OF THIS
AGREEMENT.
Page 16
17
ARTICLE XXXVI - OWNERSHIP OF INVENTIONS
36.01 All rights, title and interest in any Subject Invention will be vested
in equal share to the parties hereof by which the inventors thereof are
employed,
ARTICLE XXXVII - SUBJECT INVENTIONS
37.01 ISU grants to eMERGE an option to obtain a worldwide, royalty-bearing
exclusive license to make, use and sell any ISU owned or Co-owned
Subject Inventions. The option will expire unless:
a. eMERGE informs ISU within sixty (60) days of its receipt of
Subject Invention disclosure that it desires to exercise its
option; or
b. A license is si within ninety (90) days of eMERGE's
notification.
37.02 eMERGE shall grant ARS, on behalf of the U.S. Government, a
royalty-free, nonexclusive, worldwide, irrevocable, nontransferable
license on any eMERGE wholly owned or co-owned Subject Invention. The
purpose of this license shall be to practice the Subject Invention or
have it practiced, by or on behalf of the Government, for research or
other Government purposes 15 USC 3710 a(b)(2).
37.03 ISU is granted an option for a royalty-free, non-exclusive, worldwide,
irrevocable license to practice and use eMERGE's or ARS' solely owned
Subject Invention for ISU research purposes.
37.04 eMERGE is granted an option for an exclusive to an exclusive
commercialization license in each Subject Invention owned or co-owned
by ARS. This license shall be consistent with the requirements of 35
USC 209(a), 209(b), and 209(f) and other such terms and conditions as
may be reasonable under the circumstances, as agreed upon through good
faith negotiations between eMERGE and ARS. The right of first refusal
shall terminate whenever eMERGE fails to:
a. Submit a complete application for an exclusive license within
sixty (60) days of being notified by ARS of an Invention's
availability for licensing; or
b. Submit a good faith written response to a written proposal of
licensing terms within ninety (90) days of such proposal.
Page 17
18
ARTICLE XXXVIII - SUBJECT INVENTION INFORMATION
38.01 Each party shall promptly make written disclosure to the Authorized
Agents of the other parties of each Subject Invention.
38.02 This information shall be treated in confidence by the receiving party.
38.03 Each party shall provide, when requested by the other patties, all
information in its possession, or true copies thereof, pertaining to a
Subject Invention which may be necessary or useful in the preparation,
filing, and prosecution of patent applications covering the Subject
Invention.
ARTICLE XXXIX - PROPERTY PROTECTION APPLICATIONS
39.01 ARS, eMERGE, and ISU agree to cooperate with each other in the
preparation, filing, and prosecution of patent or other intellectual
property applications in the United States of America and any other
country on Subject Inventions.
39.02 The Authorized Agents or designees of each party shall provide the
other parties with a copy of any patent application or other
intellectual property application on a Subject Invention filed in the
United States of America and any other country within sixty (60)
calendar days after filing.
39.03 The filing party shall furnish the other parties a power of attorney to
inspect said patent or other intellectual property application.
39.04 ARS shall have the first option to prepare and prosecute patent
applications on Subject Inventions that are owned or co-owned by the
U.S. Government, which option may be waived in whole or in part. ARS
shall decide to exercise or waive its option within sixty (60) days
after agreement that a Subject Invention has been made.
ARTICLE XL - HEADINGS AND TITLES
40.01 The headings and titles to the articles and paragraphs in this
Agreement are intended solely for convenience and shall be given no
effect in the construction or interpretation of this Agreement.
Page 18
19
ARTICLE XLI - AMBIGUITIES
41.01 ARS, eMERGE and ISU agree that each party has reviewed this Agreement
and that any rule of construction to the effect that ambiguities are to
be resolved against the drafting party shall not apply to the
interpretation of this Agreement.
ARTICLE XLII - TERM
42.01 This Agreement shall become effective on the date of signature and
continue in effect unless otherwise terminated as provided for
elsewhere herein, for a term of three (3) years.
ARTICLE XLIII - SIGNATURES AND EFFECTIVE DATE
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives in triplicate.
FOR THE UNITED STATES DEPARTMENT OF AGRICULTURE:
-------------------------------
XXXXXXX X. XXXXXX
Authorized Departmental Officer Date:
FOR eMERGE VISION SYSTEMS, INC.:
-------------------------------
XXXXXXX XXXXXX
Chief Financial Officer Date:
FOR IOWA STATE UNIVERSITY OF SCIENCE AND TECHNOLOGY:
-------------------------------
XXXXXXX X. XXXXXXXX
Contract & Grants Officer Date:
Page 19
20
CERTIFICATIONS
ISU certifies that it:
a. is not a small business concern;
b. is not a minority business;
c. opera as a public, educational institution.
d. has not paid or agreed to pay any company or person (other
than a bona fide employee working solely for ISU) any fee,
commission, percentage, or brokerage fee, consent upon the
award of this Agreement, and if so, agrees to furnish
information relating thereto, as requested, by the Authorized
Departmental officer.
e. its Principal Officers are not listed on the U.S. Government's
list of debarred and suspended organizations and individuals;
shall notify the Authorized Departmental Officer if so listed;
and shall not subcontract or otherwise award to any
organization or individual so listed;
f. agrees to comply with the provisions of the Civil Rights Act
of 1964, as amended, and Executive Order 11246, addressing
equal opportunity and affirmative action;
g. agrees to comply with the provisions of Title IX of the
Education Amendment of 1972, 20 USC 1681, et seq.; Section 504
of the Rehabilitation Act of 1973, as amended, 29 USC 704; Age
Discrimination Act of 1975, 43 USC 6101-6107; and Drug-Free
Workplace Act of 1988, 41 USC 701, et seq.; and
h. is in a position to undertake, perform, and complete this
Agreement and will diligently perform work in accordance with
its provisions.
Page 20
21
CERTIFICATIONS
eMERGE cities that it:
a. is not a small business concern;
b. is not a minority business;
c. operates as a corporation, incorporated in the State of
Delaware.
d. has riot paid or agreed to pay any company or person (other
than a bona fide employee working solely for the Cooperator)
any fee, commission, percentage, or brokerage fee, contingent
upon award of this Agreement, and if so, agrees to furnish
information relating thereto, as requested by the Authorized
Departmental officer.
e. its Principal Officers are not listed on the U.S. Government's
list of debarred and suspended organizations and individuals;
shall notify the Authorized Department Officer if so listed;
and shall not subcontract or otherwise award to any
organization or individual so listed;
f. agrees to comply with the provisions of the Civil Rights Act
of 1964, as amended, and Executive Order 11246, addressing
equal opportunity and affirmative action;
g. agrees to comply with the provisions of Title IX of the
Education Amendment of 1972, 20 USC 1681, et seq.; Section 504
of the Rehabilitation Act of 1973, as amended, 29 USC 794; Age
Discrimination Act of 1975, 43 USC 6101-6107; and Drug-Free
Workplace Act of 1988, 41 USC 701, et seq.; and
h. is in a position to undertake, perform, and complete this
Agreement and will diligently perform work in accordance with
its provisions,
Page 21
22
ESTIMATED BUDGET
ISU
To Receive ARS eMERGE ISU
Funds For In-House In-House In-House
YEAR 1
a. Salaries and Wages ................... $ 39,300 15,000 178, 500 17,100
b. Equipment ............................ 0 10,000 20,000 0
c. Material and Supplies ................ 8,700 5,000 10,000 0
d. Travel
a. Domestic .......................... 2,000 2,000 22,000 0
b. Foreign ........................... 0 0 0 0
e. Facilities ........................... 0 0 35,522 0
f. Other direct Costs ................... 0 6,400 0 0
g. TOTAL DIRECT COST .................... 50,000 38,400 266,022 17,100
h. Indirect Cost ........................ 0 0 343,650 7,600
i. TOTAL COSTS (G+H) .................... 50,000 38,400 690,672 24,700
YEAR 2
a. Salaries and Wages ................... $ 39,300 15,000 295,500 17,100
b. Equipment ............................ 0 10,000 0 0
c. Material and Supplies ................ 8,700 5,000 125,000 0
d. Travel
a. Domestic .......................... 2,000 2,000 22,000 0
b. Foreign ........................... 0 0 0 0
e. Facilities ........................... 0 0 58,805 0
f. Other direct Costs ................... 0 6,400 100,000 0
g. TOTAL DIRECT COST .................... 50,000 38,400 601,305 17,100
h. Indirect Cost ........................ 0 0 580,200 7,600
i. TOTAL COSTS (G+H) .................... 50,000 38,400 1,181,505 24,700
YEAR 3
a. Salaries and Wages ................... $ 39,300 25,000 226,700 17,100
b. Equipment ............................ 0 10,000 0 0
c. Material and Supplies ................ 8,700 5,000 45,000 0
d. Travel
a. Domestic .......................... 2,000 2,000 32,000 0
b. Foreign ........................... 0 0 0 0
e. Facilities ........................... 0 0 45,113 0
f. Other direct Costs ................... 0 6,400 1,000 0
g. TOTAL DIRECT COST .................... 50,000 38,400 349,813 17,100
h. Indirect Cost ........................ 0 0 437,480 7,600
i. TOTAL COSTS (G+H) .................... 50,000 38,400 787,293 24,700
SUMMARY
a. Salaries and Wages ................... 117,900 55,000 700,700 51,300
b. Equipment ............................ 0 20,000 20,000 0
c. Material and Supplies ................ 26,100 15,000 15,000 0
d. Travel
a. Domestic .......................... 6,000 6,000 6,000 0
b. Foreign ........................... 0 0 0 0
e. Facilities ........................... 0 0 139,439 0
f. Other direct Costs ................... 0 19,200 101,000 0
g. TOTAL DIRECT COST .................... 150,000 115,200 1,217,139 51,300
h. Indirect Cost ........................ 0 0 1,361,330 22,800
i. TOTAL COSTS (G+H) .................... 150,000 115,200 2,578,469 74,100
Page 22
23
RESEARCH PLAN
For successful completion of this Agreement all parties agree to the following
research objectives and research responsibilities.
OBJECTIVES
1. To achieve 0% visual positive detection of fecal or ingesta contamination on
meat carcasses at the final rail inspection station. By using fluorescent
detection instrumentation to assist in the achievement of 0% visual goal, all
partners agree that instrument will be designed and constructed that are 10 fold
more sensitive than visual detection limits.
2. To investigate promising carcass conation intervention technology that can be
used in conjunction with the fecal detection system. The intervention technology
must be capable of removing or significantly reducing or make nonviable
microbial contamination on carcasses and other meat products.
3. To investigate the potential use of fluorescent spectroscopic methods of
fecal and ingests detection for applications other than detecting contamination
on animal carcasses and meat products.
A. Fecal Detection System
Detector Design - The following design parameters are agreed to and will be
used for the construction of test detection devices for the meat industry,
1. Targeted sensitivity: 10x more sensitive than unaided human vision.
2. Device mug be capable of operation at normal xxxxxxxxx plant chain
speeds (450 had) per hour, plant; 1100 head per hour, pork plant, or
90 birds per minute, poultry plant).
3. Device must be capable of a 360 degree inspection field.
4. Device must provide positional output information with a circular
error probability of 1 inch.
5. Instrument must be shielded from environment for safe and trouble free
operation.
6. Instrument must be light shielded or baffled to minimize external
light contamination and maximize worker safety.
7. Device must be capable of multi wavelength operation and be capable of
detecting light emissions particularly at 490 and 675 mm.
It will be, the responsibility of eMERGE to design, select, procure and assemble
component parts necessary for prototype instrument manufacture. Testing will be
the responsibility of all parties with each party contributing their own
expertise. For example: 1) eMERGE would be responsible for testing electronic
and optical Fort, 2) ISU would co-responsibility for optical
Page 23
24
function; 3) ARS would be responsible for testing performance of instrument on
organic samples such as feces and meat. All parties will participate in
obtaining access to packing plants for instrument testing in industrial
settings.
B. Sensitivity Analysis - To evaluate the targeted instrument sensitivity (10x
unaided visual exam), the following research is agreed to:
1. ISU and ARS will establish dilution and inspection protocols which can
be used to quantify and compare the sensitivity of visual exam versus
instrument examination.
2. eMERGE and/or ISU will provide instruments for sensitivity studies.
C. Signal Diversity of Animal Samples - To determine the extent of few
Fluorescent signal variation that can be expected to be found in field settings,
the following is agreed to:
1. ISU and ARS will collect, analyze and provide data on the wavelengths
useful for fecal detection and the extent to which those signals vary
between animals on a range of diets that are expected to be
encountered in field settings.
2. eMERGE will use the wavelength and signal variation information
collected in its instrument design criteria.
D. Dietary Fluorescent Signal Additives
If it is determined by mutual agreement that fluorescent signal
additives would be beneficial to the overall success of the project, all three
parties maybe responsible for identifying and procuring adequate amounts of
potential signal compounds for testing in animals. It will be the responsibility
of the ARS to test these compounds in animal diets and collect feces for
spectroscopic analysis by ISU or eMERGE.
E. Intervention Techniques Following Detection
Recognizing that a detection system for fecal contamination will be more
valuable to the meat industry if it is coupled with an intervention system that
disposes of the detected contamination, this research plan also includes a
research objective to study selected intervention techniques. Potential
techniques under consideration include; (1) a making system which identifies
contamination after detection for subsequent manual trimming by plant workers;
and (2) high intensity pulsed light and photodynamic antimicrobial treatments.
By mutual agreement other intervention techniques may be included in this
research plan as they are conceived if they are deemed valuable to the overall
objectives of the project.
In pursuit of a suitable intervention technique: eMERGE and ISU will be
responsible for procurement of materials and construction of prototype
intervention systems including lighting
Page 24
25
systems necessary to test the photodynamic antimicrobial concept. ARS and ISU
will be responsible for identification and testing of candidate photodynamic
compounds for their antimicrobial properties and evaluating their safety
suitability for food use.
Page 25
