Joint Development Agreement
EXHIBIT
4.21
This
Joint Development Agreement is made and entered into on January 31, 2002 in
Beijing by and between:
Party
A:
Corn Research Institution of Li County in Hebei Province
Address:
2 kilometres in the South of Li Gang, Hebei Province
Party
B:
Beijing Origin Seed Technology Development Co., Ltd
Address:
Xx.00 Xxxxxxx Xxxxxx 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. 16, 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.16 already obtained) of
Liyu
No.16, and shall be responsible for the further
improvement;
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2.2 |
Party
A shall be responsible for training and supervising the seed production
personnel from Party B;
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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.
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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
variety
right and/or the application right of such variety and its inbred
new
plant variety to any entities or persons other than Party
B;
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3.2 |
Should
Party A is terminated due to dissolution or other reasons, the application
right and/or 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 breeder’s right of authorship and other
propriety interests incidental to
person.
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Article
Four Responsibilities
of Party A
4.1 |
Party
A authorizes Party B to have the exclusive right to produce and operate
Liyu No.16. Without Party B’s written consent, Party A shall not authorize
any other third party to produce and operate such
variety;
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4.2 |
Party
A shall not, at its discretion, produce the hybridized seeds of Liyu
No.16, but it may sell without repackaging the hybridized seeds of
Liyu
No.16 produced by Party B, subject to its compliance with the sales
policy
of Party B;
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4.3 |
Party
A shall apply for the variety right of Liyu No.16 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.
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Article
Five Responsibilities
of Party B
5.1 |
Party
B shall be responsible for the trial, demonstration, development,
and
approval application of Liyu No.16;
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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;
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5.3 |
Party
B shall inform Party A of the specific amount of the production and
sale
of Liyu No.16, 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.
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Article
Six Common
Responsibilities
6.1 |
Neither
Party shall, in respect of Liyu No.16, carry out any cooperation
with any
entity or individual, transfer or assist any third party in using
it;
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6.2 |
The
Parties shall strictly prevent the parental seeds of Liyu No.16 and
its
technical materials from being disclosed and shall together keep
the
parental seeds and the business secret
confidential;
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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
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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.
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Article
Seven Fees
7.1 |
The
investment of the early breeding of Liyu No.16 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.16
before the end of February 2002. 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;
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7.2 |
Should
such variety can not be approved by the competent authority of 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;
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7.3 |
Upon
the approval of such variety and obtaining of the legal variety right,
Party B shall pay Party A another
RMB100,000;
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7.4 |
The
fees shall be counted as RMB0.4 /kg of the produced by Party B from
2002.
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.
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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.16 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;
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9.2 |
Should
the dispute is caused by the property rights of the variety right
of Liyu
No.16 and its inbred seeds, Party A shall assume full responsibilities
and
compensate Party B for such losses.
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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 Governing
Law and Dispute Resolution
11.1 |
This
Agreement shall be governed by laws of the People’s Republic of China.
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11.2 |
In
the event of any
dispute arising out of or in connection with the validity, interpretation
or performance hereof, the Parties shall attempt in the first instance
to
resolve such dispute through friendly consultations. After sixty
(60) days
upon either Party’s notice of such dispute to the other Party, such
dispute may be submitted to the court where this Agreement is executed,
unless otherwise determined by such court. The litigation fees shall
be
borne by the losing Party.
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Article
Twelve Effectiveness
and Miscellaneous
12.1 |
This
Agreement shall become effective as of the date of execution and
stamping
by the Parties.
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12.2 |
This
Agreement is executed in two copies, with each Party holding one,
and each
copy shall have the same legal
effect.
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12.3 |
Either
Party shall obtain a written content from the other Party before
terminating this Agreement.
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12.4 |
Any
other issue which is not provided by this Agreement shall be resolved
by
the Parties through friendly
consultations.
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12.5 |
This
Agreement shall be duly executed by the Parties as of the date first
written above in Beijing.
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(No
text
hereof)
Party
A:
Corn Research Institution of Li County in Hebei Province
Representative:
/s/ Xxxx Xxxxxx
/s/
CORPORATE SEAL
Party
B:
Beijing Origin Seed Technology Development Limited
Representative:
/s/ Yang Yasheng
/s/
CORPORATE SEAL