1
EXHIBIT 10.1
AMENDING AGREEMENT
--------------------
THIS AGREEMENT made effective as of the 23rd day of June, 1999,
BETWEEN:
AGRIUM INC., a corporation with an office in the City of Calgary in the
Province of Alberta (formerly known as Cominco Fertilizers Ltd.)
(hereinafter called "Agrium")
-and-
PLANET POLYMER TECHNOLOGIES, INC., a corporation with an office in the
City of Xxx Xxxxx, Xxxxx xx Xxxxxxxxxx, Xxxxxx Xxxxxx of America
(hereinafter called "Planet")
WHEREAS a Technology Development and License Agreement was entered into
between Agrium and Planet dated as of January 30, 1995 (the "Agreement");
AND WHEREAS the parties consider it appropriate to amend the Agreement
by changing certain provisions of the Agreement;
NOW THEREFORE in consideration of the foregoing and the mutual
covenants and promises herein contained and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by
the parties hereto, the parties hereto agree as follows:
1. Paragraph 8.1 of the Agreement shall be amended so as to read as
follows:
During the term of this Agreement Planet shall not conduct any
development work of the same nature or type as the Work, for any
third party, except for Agway Consumer Products, Inc. or Agway
Inc. ("Agway"), on any subject if the intended use falls within,
or could reasonably be expected to fall within, Agrium's Field of
Business formerly Cominco's Field of Business, as defined herein.
If Planet enters into any arrangements or agreements with Agway
for a license under any of the Planet Technology, the New
Technology or with respect to new compositions of matter, new
chemical complexes, improved chemical complexes, association
compounds, blends, mixtures or compositions of coating materials,
polymer materials or new products or new processes relating
thereto ("Other New Technology") and which could reasonably be
expected to fall within Agrium's Field of Business or any
agreements or arrangements with Agway for the right to
2
-2-
produce, market or distribute Fertilizer Products, which term,
for purposes of this paragraph 8, shall be as defined in
paragraph 1.1 (but deleting reference to "produced, distributed
or marketed by Cominco from time to time"), or Biological
Products, which term, for purposes of this paragraph 8, shall be
as defined in paragraph 1.2 (but deleting reference to "produced,
distributed or marketed by Cominco from time to time"); under or
with respect to the Planet Technology, the New Technology or the
Other New Technology (the said Fertilizer Products and Biological
Products being collectively called the "New Products") and if
(i) the intended place of use is within the Territory
and
(ii) the intended use falls within, or could reasonably
be expected to fall within Agrium's Field of
Business, or
(iii) if pursuant to such agreements or arrangements,
the intended use falls within, or could reasonably
be expected as falling within Agrium's Field of
Business,
Planet shall provide Agrium with an option, to be exercised by
Agrium within ninety (90) days from receipt of written notice, to
acquire a license and the right to produce, market and distribute
the New Products, on substantially the same terms and conditions
as those contained in this Agreement, including but not limited
to those terms and conditions set out in paragraphs 6.1, 6.2 and
6.3.
Subject to the foregoing exception, during the term of this
Agreement, Planet shall not enter into any arrangement or
agreements with any third party for a license under any of the
Planet Technology, the New Technology or the Other New Technology
if the intended place of use is within the Territory and the
intended use falls within, or could reasonably be expected to
fall within, Agrium's Field of Business, without first offering
such arrangement to Agrium and at terms no less favorable to
Agrium than those offered to a third party.
2. All other provisions of the Agreement not amended by this
Amending Agreement shall be unchanged and remain in full force
and effect.
IN WITNESS WHEREOF the parties hereto have executed this Amending
Agreement as of the date first above written.
Agrium Inc.
Per: /s/ Xxxxxx Xxxxx
----------------------------
Planet Polymer Technologies, Inc.
Per: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
