Joint Development Agreement
This Joint Development Agreement is made and entered into on August 31, 2001 in
Linze County, Gansu Province by and between:
Party A: Corn Research Institution of Li County in Hebei Province
Address:
Legal Representative:
Party B: Linze Origin Seed Technology Development Limited
Address: Bayi Rd, Linze County, Gansu Province
Legal representative: He Chengquan
For the purpose of accelerating the development 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 Liyu Xx. 0, Xx Xx. 000, Xxxx Xx.
00(0000),Xx Xx. 0000,xxx. new variety of corn which selected and grown by
Party A.
Article Two the Method
2.1 Party A shall provide parent seeds and other relevant technical
materials of Liyu Xx. 0, Xx Xx. 000, Xxxx Xx. 00(0000),Xx Xx. 0000,xxx.,
and be responsible to review and further improvement.
2.2 Party A shall be responsible to the training and instruction to the seed
production personnel from Party B.
Article Three Ownership
3.1 The possession of application right of variety and variety right is owned by
Party A, and Party A shall not transfer aforesaid rights to any Entities or
persons other than Party B.
3.2 Provided that Party is terminated due to dissolution or other causes, the
jointly developed application right of variety and variety right shall be
transferred to Party B automatically without any costs, only if Party B shall
not infract the right of authorship of breeder and other rights incidental to
individuals.
Article Four Responsibilities of Party A
4.1 Party A licenses Party B to have the exclusive use right of listed four
varieties. Without Party B's written consent, Party A shall not license the
right to any other party.
4.2 Party A shall not solely produce the jointly developed corn hybridized seed:
Part A shall follow the common sales policy of Party B.
4.3 Provided that the hybridized seed jointly developed by both parties obtains
the new variety right of plant, Party A shall be responsible for the payment of
annual fee in accordance with the China's policies, to prevent the earlier
termination of the protection term of new variety right.
Article Five Responsibilities of Party B
5.1 Party B shall be responsible for the (2)1/4uademonstration and promotion.
5.2 Party B shall be responsible for the market investigation, planning, and
shall decide and organize the implement of produce, processing, and sales etc.
of the parent propagation and hybridized seed.
Article Six Common Responsibilities
6.1 Both Parties shall neither carry out any corporation or transfer with any
third party nor help any third party on the usage of all jointly developed
variety.
6.2 Both Parties shall strictly keep the all jointly developed parental seeds,
relevant technical materials and its business confidential.
6.3 Both Parties hereby guarantee that the persons who execute this agreement
are the legal representatives or the authorized representatives of both Parties,
and they have authority to execute this agreement on behalf of both Parties.
6.4 Within the term of this agreement, provided that both Parties find any fake
commodities of their products or other conduct which infract their right, they
have the obligation to notify each other and actively take action to prevent
such infraction.
Article Seven Costs
The costs shall be counted of 0.4 RMB for each Kilogram of hybridized seed
produced by Party B from Year 2001. The aforesaid settlement shall be made after
the annual hybridized seed distribution season (at the end of June of next
producing year). It shall be partially made properly ahead of schedule (at the
end of March of next producing year) if Party A's financing operation is
acceptable. Party B shall notify Party A in respect of the material quantity of
production and distribution, while Party A shall keep such information
confidential.
Article Eight Remedy
Provided that other individuals will produce or distribute any hybridized seed
during and after the procedure of application of such variety right (included
but not limitied the term from the date issuing notice of preliminary review
till the date authorizing variety right), Party A shall transfer the right of
recovery in writing to Party B, and grant Party B to recover the damages on its
own. The proceeds from recovery shall be equally obtained by both Parties after
deducting necessary costs incurred to Party.
Article Nine Breach and Liabilities
Any default of any term of this agreement shall be a breach. Breaching Party
shall be liable for actual economic loss that the other Party incurs and shall
compensate the other Party for such loss.
Article Ten Amendment
Any amendment or supplement to this agreement shall be made in writing and shall
be an integral part of this agreement.
Article Eleven Governing Law and Dispute Resolution
11.1 This Agreement shall be governed and protected by laws of the People's
Republic of China.
11.2 The Parties shall strive to settle any dispute arising out of or in
connection with this effectiveness, interpretation or performance of this
Agreement through friendly consultations. If no settlement can be reached
through consultations within sixty (60) days after one Party notice such dispute
to the other, such dispute shall settled by the court with jurisdiction. Unless
otherwise determined by the court, the litigation cost shall be borne by the
losing Party.
Article Twelve Effectiveness and Miscellaneous
12.1 This agreement shall become effective upon its execution and seal by both
Parties.
12.2 This agreement in written in two originals and each Party shall keep one
originals. Each original shall have the same legal validity and effect.
12.3 Either Party shall obtain a written content from the other Party to
terminate this Agreement.
12.4 Any other matters shall be revolved by the Parties through consultation.
12.5 This Agreement shall be formally executed on the date written on the first
page in Linzi County, Gansu Province.
Party A: Corn Research Institution of Li County in Hebei Province
Legal Representative: Xxxx Xxxxxx
Party B: Linze Origin Seed Technology Development Limited
Legal representative: He Chengquan
Technology Transfer Agreement
Yuyu No. 22 (Original name: Yudan No. 8703), a new variety of corn gown by Henan
Agriculture University has been approved by the Henan Variety Examination and
Approval Committee, and has been demonstrated in Henan Province, Gansu Province
and Shan'xi Province. Compared with other varieties which are highly promoted at
local areas, it has a distinct advantage on production increase. For the purpose
of promoting such variety, After friendly negotiations, Henan Agriculture
University (Party A) and Beijing Origin Seed Limited (Party B) has entetred into
the following agreements:
I. Right, Responsibilities and Obligations of Party A:
1. Intellectual Property of this variety and parent breeding shall be owned by
Party A.
2. Party A shall be responsible to notify this variety and accomplish the
National reviewing process by 2000.
3. Party A agrees that Party B shall have the right of producing and right of
distribution, and parental propagation right of production of this variety
from 1998i(pound)
4. Party A shall assist Party B on building demonstration base in the areas
which are suitable for the growth within or outside the territory of Henan
Province, and exploiting the seed market.
5. Party A shall be responsible to provide the technical materials and technical
instruction of planting of seed production and hybridized seed.
6. Party shall supervise the seed quality and planting area of this variety.
7. Party A shall accomplish the New Plant Variety Protection Notification
process of this variety.
II. Right, Responsibilities and Obligations of Party B:
1. Party B shall obtain the parental propagation right of production of
hybridized seed and distribution right of Yuyu No. 22 by way of payment of
technology licensing fee.
2. Method of payment of technology licensing fee: Party B shall notify to Party
A the seed production area of Yuyu No.22 according to the facts by the end of
July every year, and make the payment of technology licensing fee by 20RMB
each Mu (a unit of area) ofseed production area by the end of December.
Provided that Party A has any demurrer regarding the seed production area, it
may conduct a spot-test or inspection of aniseed production area at any time,
Party shall actively cooperate.
3. Party B shall be fully responsible for the production of hybridized seed and
the parental propagation right of production, and guarantee the quality of
seed to ensure interests of seed user, and reputation of variety.
4. Party B shall endeavor to support the technical development of Party A and
provide necessary sponsorship.
5. Party B shall respect and maintain intellectual property of new variety and
its parental selection and breeding of Party A. Party B shall guarantee the
propagation of Yuyu No.22 parental inbredline is only used for producing the
hybridized seed of Yuyu No.22. Party B shall use one of the parental group to
mate other hybridized seeds. Both Parties shall enter into other agreements
to stipulate the charge of using and detailed rules.
III. Breach and Liabilities
1. Both Parties shall jointly maintain the intellectual property of new variety
and its parental and all terms stipulated in this agreement. Any default of
any term of this agreement by either Party shall be a breach. Non-Breaching
Party shall be entitled to the remedy of economic damages.
2. This agreement shall become effective upon its execution by both Parties. Any
other matters shall be revolved by the both Parties through consultation.
This agreement shall have two originals and each Party shall keep one
original.
Party A: Henan Agriculture University
Legal Representative:
Party B:Beijing Origin Seed Limited
Legal Representative:
February 28, 1998
Agreement on the Joint Development of Cross Bred Corn E Yu 10
Party A: HUBEI PROVINCE SHIYAN AGRICULTURE SCIENCES INSTITUTE
Party B: BEIJING ORIGIN SEED LIMITED
WHEREAS,
The Agreement on the Joint Development of New Cross Bred Corn E Yu 10 between
Party A and Party B was expired on December 31,2004. Based on the prior
cooperation, after friendly negotiations, with respect to the further joint
development of E Yu 10 ("this Variety"), Party A and Party B hereby agree as
follows:
Article 1. Implementary Method and Sales of this Variety
1.1 Besides Party A has the right to produce and sale this Variety, Party A
licenses Party B the right to produce and sale E Yu 10. Party A shall not
license the right to produce and sale this Variety to any other party.
1.2 The implementary method adopted by the parties for this Variety as
follows: To produce directly by themselves (including their branch
offices) or to appoint a producing entity to produce this Variety on
behalf of the parties; in the event of appointing a producing entity to
produce this Variety, and shall not permit the producing entity to produce
this Variety on behalf of itself.
In the event of sales this Variety, shall sale on behalf of the parties
and/or by their trademark or package, and shall not permit any other party
to sale this Variety on behalf of itself and/or by its trademark or
package.
The activity that any other entity or individual resale this Variety
purchased from Party A or Party B shall be treated as the daily operating
activity of Party A or Party B.
1.3 Party A and Party B carry their marketing development activities through
their own sales channels and in the Variety names "E Yu 10" and "Lin Ao 4
(E Yu 10)" respectively.
"Their own sales channels" in this provision refers to the parties' direct
sales or producing, processing and packaging this Variety's productions
and providing to their distributors directly. The first level distributors
of the parties can sale their purchased seeds through their own channel.
1.4 For the purpose of regulating the market operation and maintaining the
market system, the parties agree to call a meeting for coordinating market
before annual market start-up (October 10), by this means to agree on the
sales price and channel and supervise each other to implement.
Article 2. Upholding the Rights and Cracking down on Counterfeiting
Offenses
2.1 Both parties have the responsibilities of upholding the right and cracking
down on counterfeiting offenses to this Variety.
2.2 Party A grant Party B to carry on the responsibility of upholding the
rights and cracking down on counterfeiting offenses over the whole
country's producing bases (including parental propagation, producing
seeds); this Agreement could be presented to enforcement office as the
proof of Party B's upholding the rights and cracking down on
counterfeiting offenses;
Party A carries on the responsibility of upholding the rights and cracking
down on counterfeiting offenses over the whole country's sales market; All
cases of infringements of producing right detected by each party shall be
delivered to Party B, and all cased of infringements of sales right or
counterfeits shall be delivered to Party A; Both parties shall settle down
their responsible cases (The standard for cracking down on counterfeiting
offenses over the producing bases is neither entering markets nor entering
litigation process; the standard for cracking down on counterfeiting
offenses over the sales market is not to sale this Variety any more); in
the event that the full efforts are not applied to upholding the rights
and cracking down on counterfeiting offenses, this party shall pay the
other party 10,000 RMB for each time's damage.
2.3 the cost of upholding the rights and cracking down on counterfeiting
offenses and the beneficial interest shall refer to the principle of " who
is the party to uphold the rights and crack down on counterfeiting
offenses, it is the party to attribute it, then it is the beneficiary".
2.4 In all activities of upholding rights and cracking down on counterfeiting
offenses, both parties shall act in the interests of both parties, support
each other, assistant each other and ensure the succeed of upholding
rights and cracking down on counterfeiting offenses.
Article 3. Producing seeds
3.1 In the term of this Agreement, Party B shall take the full responsibility
of the reproducing of Party B self-used parental inbredline seeds,
however, in accordance with the second year's dosage of production, Party
B shall pay the parental fee (8 RMB/Kg) to Party A;
3.2 Party B shall reproduce parentalal inbredline on behalf of Party A, Party
A pay Party B the cost of parental inbredline.
3.3 In the term of this Agreement, the cross bred seed of this Variety shall
be produced by Party B and guarantee the qualification of the seeds.
3.3 Both parties shall hold a meeting for producing coordination before
February 10 every year, They shall report and confirm the Cross Bred
Seed's Production Plan respectively, propose the following year's seed
production plan and the required quantity of parental seeds plan.
Article 4. The Charge for Using This Variety
4.1 Party B shall pay the charge for using this Variety on time; in the term
of this Agreement both parties shall enjoy the right of using this Variety
equally;
4.2 The charge for using this Variety shall base on the sales revenue upon the
rate of 0.65 RMB/ Kg.
4.3 Once every year's sales is closed, Party B shall report the quantity sold
and the quantity of parental seeds used in the last year to Party a in
writing, and after Party A confirm it in writing, all payment shall be
paid in 7 working days.
4.4 Party B shall report Party A the actual area for parental propagation and
producing seeds; at the same time Party A can inspect the production area
and quantity of sales and Party B shall fully cooperate with Party A.
Article 5. Liabilities for Breach of this Agreement
5.1 Party A guarantee that it will not license the right of using this Variety
to any third party, otherwise Party A will afford the direct economic loss
and receivable benefit's loss to Party B; the formula for receivable
benefit is: other party's quantity of production or quantity of sales X
half a kilogram of this Variety's sales revenue of Party B.
5.2 Party B shall fully pay the using fee of this Variety to Party that it is
due to pay, and the fine for delaying payment to Party A is 0.5 percentage
of the amount per day.
Article 6. Miscellaneous
6.1 Both parties shall keep confidential to their knowledge of the other
party's trade secrets such as production plan and market launch for this
Variety and its parental autocopulation.
6.2 The period of validity of this Agreement is three operating year, it is
from January 10, 2005 to January 10, 2008 (the actual period for implement
of this Agreement is until the seeds produced in 2007 be sold out).
6.3 Any other matters shall be revolved by the Parties through consultation.
6.4 This Agreement includes four counterparts and each party holds two of
them, and all of them will be effective on the executive date.
Party A:
Legal Representative
Date
Party B
Legal Representative
Date
