Exhibit 10.30
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: Song Xianxin
Legal Representative
Date: January 25, 2005
Party B: Xxxxx Xxxxx
Legal Representative
Date: January 25, 2005
