RUTGERS, THE STATE UNIVERSITY OF NEW JERSEY
OFFICE OF CORPORATE LIAISON AND TECHNOLOGY TRANSFER
STANDARD RESEARCH AGREEMENT
This RESEARCH AGREEMENT is entered into as of 19 November, 1993 by and
between Phytotech, Inc., a corporation organized under the laws of the State of
New Jersey, having a business office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (hereafter "SPONSOR") and RUTGERS, The State University, a
specially chartered New Jersey Educational Institution, having its principal
offices in ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (hereafter "RUTGERS").
WHEREAS, the research program contemplated by this AGREEMENT is of mutual
interest and benefit to RUTGERS and to SPONSOR, will further the instructional
and research objectives of RUTGERS in a manner consistent with its status as a
non-profit, tax-exempt, public, educational institution, and may derive benefits
for both SPONSOR and RUTGERS by advancing knowledge through discovery and by
creating new technologies through invention:
NOW, THEREFORE, the parties mutually agree as follows:
1. DEFINITIONS
As used herein, the following terms shall have the following meanings:
a. "Intellectual Property" shall include, but not be limited to, ideas,
processes, principles, designs, methods, techniques, software,
inventions, improvements and/or discoveries which are conceived and/or
reduced to practice by one or more employees of RUTGERS.
b. "Proprietary Information" shall mean any and all knowledge, know-how,
practices, process, or other information disclosed to one party by the
other party which the disclosing party considers proprietary and which
it identifies in writing as "Proprietary Information."
c. "Protection" shall mean all legal means of establishing rights to
Intellectual Property, including but not limited to patents,
copyrights, Plant Variety Protection Certificates, and plant patents.
2. STATEMENT OF WORK
SPONSOR wishes to have RUTGERS undertake a research project entitled
"Development of Phytoremediation Technology" in accordance with the scope of
work described in the attached Exhibit A (hereafter "RESEARCH PROJECT") .
RUTGERS shall use reasonable efforts to perform the RESEARCH PROJECT as
described in Exhibit A substantially in accordance with the terms and conditions
of this AGREEMENT.
3. PRINCIPAL INVESTIGATOR
RUTGERS will conduct the RESEARCH PROJECT under the direction and
supervision of ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, the PRINCIPAL INVESTIGATOR (PI). If for any
reason the PI is unable to continue the research project, and a SPONSOR
acceptable substitute is not available, SPONSOR may terminate this AGREEMENT
according to the terms of Article 18.
4. PERIOD OF PERFORMANCE
The period during which the RESEARCH PROJECT is to be performed shall run
from September 1, 1993 to June 30, 1994, and may be extended, renewed, or
amended by the mutual written agreement of both parties.
5. REIMBURSEMENT OF COSTS
SPONSOR shall reimburse RUTGERS for all direct and indirect costs incurred
in connection with the RESEARCH PROJECT an amount not to exceed $159,363. Any
costs in excess of the amount specified must be authorized as an amendment to
this AGREEMENT by SPONSOR. RUTGERS shall retain title to equipment and supplies
purchased with funds provided by SPONSOR under this AGREEMENT.
6. PAYMENT SCHEDULE
a. Payments shall be made to RUTGERS by SPONSOR as follows:
(1) First payment of $59,363 on or about the date of signing this
AGREEMENT.
(2) The balance due on:
Date: February 19, ▇▇▇▇ ▇▇▇▇▇▇: $50,000
Date: May 19, ▇▇▇▇ ▇▇▇▇▇▇: $50,000
b. Checks should be made payable to Rutgers, The State University and
sent to Associate Controller, Rutgers University, Division of Grant
and Contract Accounting, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇.
c. For identification purposes, each payment should include the name of
the PI and the title of the RESEARCH PROJECT.
7. REPORTS
The PRINCIPAL INVESTIGATOR shall report periodically to SPONSOR on progress
of the RESEARCH PROJECT. A final report shall be provided by the PRINCIPAL
INVESTIGATOR on behalf of RUTGERS within sixty (60) days of the expiration of
this AGREEMENT.
8. PROPRIETARY DATA
During the term of the RESEARCH PROJECT, it may be necessary or desirable
for SPONSOR to divulge to RUTGERS certain information which SPONSOR considers to
be proprietary. Such Proprietary Information will be plainly marked in writing
before delivery, where possible. RUTGERS agrees to make a good faith effort to
hold such information in confidence during the term of this AGREEMENT and for
three years beyond the termination of this AGREEMENT. The standards observed by
RUTGERS in its good faith effort are to be the same as would apply to the
security of its own confidential records. RUTGERS reserves the right to refuse
to accept Proprietary Information which it does not consider essential to the
completion of the RESEARCH PROJECT. Furthermore, RUTGERS is not obliged to
treat as proprietary any information which is (i) public information, (ii)
already known to RUTGERS or its personnel, in their capacity as RUTGERS
employees (iii) independently developed at a later time by RUTGERS personnel
without knowledge of SPONSOR's Proprietary Information, (iv) provided to RUTGERS
by a third party without breaching any obligation to SPONSOR, or (v) required to
be disclosed by court order. RUTGERS further agrees to destroy or return any
such Proprietary Information and any and all copies thereof to SPONSOR upon
request.
9. PUBLICATIONS
Publication of research results is one of the primary missions of RUTGERS
and SPONSOR agrees that researchers engaged in the RESEARCH PROJECT shall be
permitted to present at symposia, national or regional professional meetings,
and to publish in journals, theses or dissertations, or otherwise of their own
choosing, methods and results of the project. However, SPONSOR will be
furnished copies of any proposed publication or presentation for review and
comment at least thirty (30) days in advance of the submission of such proposed
publication or presentation to a journal editor, or other third party. During
this 30 day period, SPONSOR may
request: a) that RUTGERS delay publication to allow time for SPONSOR to file a
United States patent applications on RUTGERS' behalf, such period not to exceed
twelve (12) months; and b) that RUTGERS delete from the proposed publication
Proprietary Information obtained from SPONSOR by RUTGERS personnel during the
course of the RESEARCH PROJECT. The submission and cataloging of any thesis or
dissertation prepared by a graduate student in fulfillment of an academic degree
requirement shall be delayed only in accord with procedures approved by RUTGERS.
10. INTELLECTUAL PROPERTY
a. All rights and title to Intellectual Property conceived or discovered
in the performance of this RESEARCH PROJECT shall belong to RUTGERS
and shall be subject to the terms and conditions of this AGREEMENT.
b. RUTGERS will promptly notify SPONSOR once it has identified any
potentially valuable Intellectual Property conceived and/or made
during the term of this AGREEMENT. If SPONSOR directs that a patent
application or application for other Intellectual Property Protection
be filed, RUTGERS shall promptly prepare, file, and prosecute such
U.S. and foreign applications in RUTGERS' name using a firm or
attorney that is chosen by RUTGERS, or at SPONSOR's option, an
attorney selected by SPONSOR subject to RUTGERS approval. SPONSOR
shall bear all costs incurred in connection with such preparation,
filing, prosecution, and maintenance of U.S. and foreign applications
directed to such RUTGERS Intellectual Property. SPONSOR shall be
given the opportunity to review and provide input to such applications
to assure that SPONSOR's interests are covered. RUTGERS shall keep
SPONSOR advised as to all developments with respect to such
applications and shall promptly supply SPONSOR copies of all papers
received and filed in connection with the prosecution.
c. If SPONSOR does not request RUTGERS to file for Protection of
Intellectual Property in a particular country, or decides to
discontinue the financial support of the prosecution or maintenance of
the Protection in that country, RUTGERS may pursue whatever course it
deems necessary to protect its Intellectual Property, and RUTGERS
shall have no further obligation to SPONSOR to option or to license
with regard to that country.
11. GRANT OF RIGHTS
SPONSOR will promptly decide whether to pay for all costs of filing
applications for Protection. If SPONSOR agrees to pay preparation fees and
filing costs, RUTGERS hereby grants SPONSOR an option to a license on
Intellectual Property resulting from the performance of research under this
AGREEMENT. This option will expire six (6) months from disclosure of the
Intellectual Property, evidenced by a dated receipt. Upon exercise of this
option, RUTGERS shall grant to SPONSOR, under a separate agreement, a license
which will include provisions for:
a. An exclusive or nonexclusive worldwide license, with a right to
sublicense, for the duration of the protection afforded by U.S. and
foreign law, in the field(s) of use for which the SPONSOR can
demonstrate commercial intent.
b. A reasonable royalty paid to RUTGERS on the gross sales of any
product, apparatus, or process commercially introduced as a result of
the research work performed, including minimum royalty and due
diligence clause(s).
c. Agreement by RUTGERS and SPONSOR to negotiate in good faith the terms
and conditions of a license agreement which are satisfactory to both
parties. However, in the event of disagreement, the disputed matters
will be submitted for arbitration under the rules and procedures of
the American Arbitration Association.
12. INDEPENDENT CONTRACTOR
a. In the performance of all services hereunder, RUTGERS shall be deemed
an independent contractor and, as such, RUTGERS and its faculty,
students, and staff shall not be construed to be employees or agents
of SPONSOR and shall not be entitled to any benefits applicable to
employees of SPONSOR.
b. Neither party is authorized or empowered to act as agent for the other
for any purpose and shall not on behalf of the other enter into any
contract, warranty, or representation as to any matter. Neither shall
be bound by the acts or conduct of the other.
13. PUBLICITY
Neither party shall use the name of the other party, nor of any member of
the other party's staff, in connection with any publicity without the prior
written approval of the other party. This shall not include RUTGERS internal
documents, annual reports and databases which are available to the public and
which identify the existence of the RESEARCH PROJECT by title, PRINCIPAL
INVESTIGATOR, SPONSOR, period of funding, amount of award, and an abstract of
project.
14. WARRANTIES
RUTGERS makes no warranties, expressed or implied, as to any matter
whatsoever, including, without limitation, the condition of the research or any
invention (s) or product (s) , whether tangible or intangible, conceived,
discovered, or developed under this AGREEMENT; or the ownership,
merchantability, or fitness for a particular purpose of the research or any such
invention or product. RUTGERS shall not be liable for any direct,
consequential, or other damages suffered by any licensee or any others resulting
from the use of the research or any such invention or product.
RUTGERS makes no representation or warranty regarding actual or potential
infringement of patents or copyrights of third parties, and SPONSOR acknowledges
that the avoidance of such infringement in the design, use, and sale of products
and processes related to this RESEARCH PROJECT shall remain the responsibility
of SPONSOR.
15. INDEMNIFICATION
SPONSOR agrees to indemnify and hold harmless RUTGERS, its employees and
agents against any liability, damages, loss or expense (including reasonable
attorney fees and expenses of litigation) arising out of the actions of the
SPONSOR, its employees or any Third Party acting on behalf of or under
authorization from SPONSOR in the performance of this AGREEMENT, except for the
sole negligent acts of RUTGERS, its employees and agents.
Without limiting the foregoing, SPONSOR agrees to hold harmless, indemnify
and defend RUTGERS from all liabilities, demands, damages, expenses and losses
(including reasonable attorney fees and expenses of litigation) arising out of
the use by SPONSOR, or by any party acting on behalf of or under authorization
from SPONSOR, of RUTGERS technical development or out of any use, sale or other
disposition by SPONSOR, or by any party acting on behalf of or under
authorization from SPONSOR, of products made or developed as a result of
information or materials received from RUTGERS. The provisions of this
paragraph shall survive termination of this AGREEMENT.
16. COMPLIANCE
RUTGERS and SPONSOR agree that they will comply with all applicable
federal, state and local laws, codes, regulations, rules and orders. This
AGREEMENT shall be governed by the laws of the State of New Jersey.
17. ASSIGNMENT
Neither party shall assign or transfer any interest in this AGREEMENT
without the prior written consent of the other party, except for claims for
money due or to become due under this AGREEMENT.
18. TERMINATION
This AGREEMENT may be terminated by either party by giving written notice
to the other party at least ninety (90) days in advance of the specified date of
termination. By such termination, neither party may nullify the rights and
obligations of the parties accrued prior to the effective date of termination of
this AGREEMENT. Upon termination, RUTGERS will be reimbursed for all costs and
noncancelable commitments incurred in the performance of the research and not
yet paid for, such reimbursement together with other payments not to exceed the
total estimated project cost specified in Article 5.
19. AGREEMENT MODIFICATION
Unless otherwise specified, this AGREEMENT embodies the entire
understanding between RUTGERS and the SPONSOR for this RESEARCH PROJECT and
supersedes any prior and/or contemporaneous discussions, representations, or
agreements, written or oral, regarding this matter. Any changes to the terms of
this AGREEMENT shall be valid only if the change is made in writing and approved
by mutual written agreement of authorized representatives of both parties.
20. NOTICES
Notices and communications hereunder shall be deemed made if given by
registered or certified envelope, postage prepaid, and addressed to the party to
receive such notice, invoice, or communication at the address given below, or
such other address as may hereafter be designated by notice in writing:
If to SPONSOR: Phytotech, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
ATTENTION: ▇▇▇▇ ▇. ▇▇▇▇▇▇
If to RUTGERS: Office of Corporate Liaison
and Technology Transfer
Rutgers, The State University
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Director
If Technical Matter: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇
Center for Agricultural Molecular
Biology
Environmental and Natural Resources
Bldg.
Rutgers, The State University
▇▇▇▇ College, ▇.▇. ▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
IN WITNESS WHEREOF, the parties have duly executed this AGREEMENT through
their duly authorized representatives as of the day and year written above.
RUTGERS, The State University Phytotech, Inc.
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ By: ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------- --------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------ ------------------------
Title: Associate Vice President Title: President
------------------------ -----------------------
for Research Policy and
------------------------
Administration
------------------------
Date: 11/19/93 Date: November 19, 1993
------------------------ -----------------
RUTGERS, THE STATE UNIVERSITY OF NEW JERSEY
OFFICE OF CORPORATE LIAISON AND TECHNOLOGY TRANSFER
RESEARCH AGREEMENT
Modification No. 1
Research Agreement dated November 19, 1993 between Phytotech, Inc. and Rutgers,
The State University of New Jersey related to the work of ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ on the
Development of Phytoremediation Technology.
DELETE: Maximum Allowable Cost: $159,363
SUBSTITUTE: Maximum Allowable Cost: $159,973
DELETE: Payment due February 19, 1994: $50,000
SUBSTITUTE: Payment due February 19, 1994: $50,610
DELETE: Contract Period: September 1, 1993 to June 30, 1994
SUBSTITUTE: Contract Period: October 15, 1993 to August 14, 1994
The purpose of this modification is to revise the Agreement to include
adjustments to the period of performance, cost reimbursement and payment
schedule as mutually agreed to by Rutgers and Phytotech.
All other terms and conditions remain as originally stated.
RUTGERS, The State University PHYTOTECH, INC.
of New Jersey
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ By: ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------- ---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Associate Vice President
for Research Policy and
Administration
Date: 12/16/93 Date: 1/13/93
------------------------- -------------------------
RUTGERS, THE STATE UNIVERSITY OF NEW JERSEY
OFFICE OF CORPORATE LIAISON AND TECHNOLOGY TRANSFER
RESEARCH AGREEMENT
Modification No. 2
Research Agreement dated November 19, 1993 between Phytotech, Inc. and
Rutgers, The State University of New Jersey related to the work of ▇▇. ▇▇▇▇
▇▇▇▇▇▇ on the Development of Phytoremediation Technology.
The purpose of this modification is to continue the Research Agreement for
three (3) years in accordance with the changes shown below and are referenced to
the corresponding paragraph number in the Agreement:
4. PERIOD OF PERFORMANCE
The period during which the RESEARCH PROJECT is to be performed shall run
from October 15, 1993 to August 14, 1994 and shall be extended from August 15,
1994 to August 14, 1997, and may be extended, renewed, or amended by the mutual
written agreement of both parties.
5. REIMBURSEMENT OF COSTS
SPONSOR shall reimburse RUTGERS for all direct and indirect costs incurred
in connection with the RESEARCH PROJECT each year pursuant to the costs shown in
the attached three (3) year budget (Attachment A), a total amount not to exceed
$1,100,000. Any costs in excess of the yearly amounts specified must be
authorized as an amendment to this AGREEMENT by SPONSOR. RUTGERS shall retain
title to equipment and supplies purchased with funds provided by SPONSOR under
this AGREEMENT.
6. PAYMENT SCHEDULE
Payments shall be made each year to RUTGERS by SPONSOR as follows:
(1) First payment representing 40% of the total yearly amount on or about
the date of signing this Modification No. 2 and by August 15 of each
year thereafter.
(2) Second payment representing 30% of the total yearly amount by December
15.
(3) Third payment representing 30% of the total yearly amount by April 15.
10. INTELLECTUAL PROPERTY
a. All rights and title to Intellectual Property conceived and reduced to
practice in the performance of this RESEARCH PROJECT shall belong to
RUTGERS and shall be subject to the terms and conditions of this
AGREEMENT.
b. RUTGERS will promptly notify SPONSOR once it has identified any
potentially valuable Intellectual Property conceived and/or made or
reduced to practice during the term of this AGREEMENT. If SPONSOR
requests in writing within ninety (90) days of such notification that
a patent application or application for other Intellectual Property
Protection be filed in the United States, RUTGERS shall promptly
prepare, file, and prosecute such applications in RUTGERS' name using
a firm or attorney that is chosen by RUTGERS, or at SPONSOR's option,
an attorney selected by SPONSOR subject to RUTGERS approval. SPONSOR
shall bear all costs incurred in connection with such preparation,
filing, prosecution, and maintenance of such applications.
SPONSOR shall be given the opportunity to review and provide input on
such applications to assure that SPONSOR's interests are covered.
RUTGERS shall keep SPONSOR advised as to all developments with respect
to such applications and shall promptly supply SPONSOR copies of all
papers received and filed in connection with the prosecution.
c. If SPONSOR does not request RUTGERS to file a patent application in
the United States within said ninety (90) day period, or decides to
discontinue the financial support of any patent prosecution, or fails
to pay or agree to pay all patent costs in any country in a reasonable
period of time before a bar date occurs for that country, RUTGERS may
pursue whatever course it deems necessary to protect its Intellectual
Property and RUTGERS shall have no further obligations to SPONSOR with
regard to such Intellectual Property in such country. In such event,
such Intellectual Property shall not be subject to the terms of this
AGREEMENT; provided, however, that if SPONSOR has made a timely
request to file in the United States, but does not make such a request
with respect to one or more other countries, and if RUTGERS decides to
file a patent application in such other countries, RUTGERS shall
provide written notice within a reasonable amount of time of such
election to SPONSOR and a reasonable period of time thereafter in
which to reconsider its support of Intellectual Property Protection.
11. GRANT OF RIGHTS
a. If SPONSOR requests that a patent application be filed pursuant to
section 10.b and 10.c., and if SPONSOR requests a license relating to
such patent application within six (6) months of such request, RUTGERS
hereby grants SPONSOR, to the extent it has the legal right to do so
and commencing on the date of such request, subject to the provisions
of section 11.b., a license relating to such Intellectual Property
providing it does not unreasonably impair RUTGERS' rights to use and
publish as set forth in Article 9.
b. During such six (6) month period, RUTGERS and SPONSOR agree to
negotiate in good faith the terms and conditions of a license
agreement which are satisfactory to both parties. Such license
agreement shall include a provision granting SPONSOR an exclusive or
nonexclusive worldwide license, with a right to sublicense, for the
duration of the protection afforded by United States and foreign law,
in the field(s) of use for which the SPONSOR can demonstrate
commercial intent. However, in the event of disagreement, the
disputed matters will be submitted for arbitration under the rules and
procedures of the American Arbitration Association.
18. TERMINATION
This AGREEMENT may be terminated by either party by giving written notice
to the other party at least ninety (90) days in advance of the anniversary date
of each year which shall be August 15 of each year. By such termination,
neither party may nullify the rights and obligations of the parties accrued
prior to the effective date of termination of this AGREEMENT. Upon termination,
RUTGERS will be reimbursed for all costs and noncancelable commitments incurred
in the performance of the research and not yet paid for, such reimbursement
together with other payments not to exceed the total estimated project cost
specified in Article 5.
All other terms and conditions remain as originally stated.
RUTGERS, The State University PHYTOTECH, INC.
of New Jersey
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------- -------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Director President
DATE: 12/6/94 DATE: 12/7/94
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RUTGERS, THE STATE UNIVERSITY OF NEW JERSEY
OFFICE OF CORPORATE LIAISON AND TECHNOLOGY TRANSFER
RESEARCH AGREEMENT
Modification No. 3
Research Agreement dated November 19, 1993 between Phytotech, Inc. and
Rutgers, The State University of New Jersey related to the work of ▇▇. ▇▇▇▇
▇▇▇▇▇▇ on the Development of Phytoremediation Technology.
The purpose of this modification is to continue the Research Agreement for
an additional period and increased funding in accordance with the changes shown
below and are referenced to the corresponding paragraph number in the Agreement:
2. STATEMENT OF WORK
The RESEARCH PROJECT under this Modification Number 3 shall be an extension
of the work described in Exhibit A of the original Agreement dated November 19,
1993, except as otherwise agreed by the parties in writing from time to time.
4. PERIOD OF PERFORMANCE
The period during which the RESEARCH PROJECT is to be performed shall run
from October 15, 1993 to August 14, 1997 as agreed upon in the original
contractual document and subsequent Modification Numbers 1 and 2; extended
through August 13, 2002 by this Modification Number 3; and upon completing an
annual review, may be extended, renewed, or amended for an additional five (5)
year period by the written agreement of both parties.
5. REIMBURSEMENT OF COSTS
SPONSOR shall reimburse RUTGERS for all additional costs incurred in
connection with the RESEARCH PROJECT each year, a total amount not less than
$499,133, pursuant to the costs shown in the five (5) year budget incorporated
into this Modification No. 3 as Exhibit A and in accordance with RUTGERS' ▇▇.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇'▇ memorandum dated July 25, 1997 incorporated herein as
Exhibit B. Any costs in excess of the yearly amounts specified in Exhibits A
and B must be authorized as a subsequent modification to this AGREEMENT by
SPONSOR and the parties agree to review these costs annually for possible
funding increase(s). RUTGERS shall retain title to equipment and supplies
purchased with funds provided by SPONSOR under this AGREEMENT.
6. PAYMENT SCHEDULE
Payments shall be made each year to RUTGERS by SPONSOR as follows:
(1) First payment representing 40% of the total yearly amount on or about
the date of signing this Modification No. 3 and by August 15 of each
year thereafter.
(2) Second payment representing 30% of the total yearly amount by December
5.
(3) Third payment representing 30% of the total yearly amount by April 15.
11. GRANT OF RIGHTS
(a) If SPONSOR requests that a patent application be filed pursuant
to section 10.b. and 10.c. of the revised terms as agreed upon in
Modification Number 2., and if SPONSOR requests a license relating to
such patent application within six (6) months of such request, the
terms of the license will be identical to those in the License
Agreement between the parties made as of March 1, 1997.
(b) Delete this section entirely as a result of the License Agreement
in 11.a. above.
All other terms and conditions remain as originally stated.
RUTGERS, The State University PHYTOTECH, INC.
of New Jersey
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------- ---------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Director
Date: 9/8/97 Date: 9/9/97
---------------------- -----------------------
Exhibit A
Rutgers University/AgBiotech Center PHYTOTECH PROPOSAL BUDGET
▇▇▇▇▇▇, Phytotech - 8/97
DIRECT COSTS YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 CUMULATIVE
Personnel % time
PI-▇.▇▇▇▇▇▇ 11.11% 8,173 8,418 8,671 8,931 9,199 43,392
Postdoctoral Assoc. 100% 28,000 28,840 29,705 30,596 31,514 148,655
Technician 70% 18,746 19,308 19,887 7,377 7,598 35,840
Graduate Assist 50% 6,750 6,953 7,162 20,484 21,099 99,524
----- ----- ----- ------ ------ ------
Total Salaries & 61,669 63,519 65,425 67,388 69,410 327,471
Wages
Fringe Benefits 9,396 10,780 11,108 11,437 11,780 54,496
----- ------ ------ ------ ------ ------
Total Salaries & 71,065 74,299 76,528 78,825 81,190 381,907
Wages & Fringes
Equipment 0 0 0 0 0 0
Travel 2,000 2,000 2,000 2,000 2,000 10,000
Other Direct Costs
Materials and 14,000 14,000 14,000 14,000 14,000 70,000
Supplies
Publication 500 500 500 500 500 2,500
Tuition 0.5 3,000 3,180 4,255 4,510 4,781 19,726
Other-Lab Services 0 0 0 0 0 0
Other-Equipment 1,000 1,000 1,000 1,000 1,000 5,000
Maintenance
Other-Greenhouse/Growth Chamber 2,000 2,000 2,000 2,000 2,000 10,000
----- ----- ----- ----- ----- ------
Subtotal Other 20,500 20,680 21,755 22,010 22,281 107,226
Direct Costs
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
TOTAL DIRECT COSTS* 93,565 96,979 100,283 102,835 105,471 499,133
* Subject to charging and paying Indirect Costs in
accordance with Rutgers' ▇▇. ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇'▇ memorandum dated July 25, 1997
(Exhibit B)
----------------------------------
THE STATE UNIVERSITY OF NEW JERSEY
RUTGERS
----------------------------------
Associate Vice President for Research Policy and Administration
July 25, 1997
TO: ▇▇▇▇▇ ▇▇▇
FROM: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
SUBJECT: Special Indirect Cost Return for Phytotech Agreement
-----------------------------------------------------------------
I am pleased to inform you that the University will return generated
indirect costs on the second 5-year contract from Phytotech, Inc. These special
returns will be distributed as follows. In consonance with the University's
current plan to provide the Advanced Technology Centers with transition support
during the NJCST's phase out of support, 100% of generated indirect costs will
be returned during years FY 98 and 99, corresponding to years 1 and 2 of the
Phytotech agreement. You have indicated that you will use all available funds in
the Phytotech agreement to support that program of research in project years one
and two.
In FY 2000, FY 2001 and FY 2002, indirect costs will be charged against the
research contract, however, the University will return 2/3 of the generated IDC
to the project. If Phytotech chooses to increase the annual amount of the
research agreement, this will result in no reduction of the research effort.
Otherwise, the direct costs available to the project for Project years 3-5 will
be reduced by an amount equivalent to 1/3 of the generated indirect costs.
Phytotech may provide the additional funds necessary to pay indirect costs in
project years 3-5.
In either case, all indirect costs not paid in years 3-5 will be due in
equal amounts over the 3 years corresponding to "project years 6, 7 and 8,"
independent of any other agreements the University has with Phytotech at the
time. If at any time during project years 3-5 products sales occur such that
they trigger royalty payments to the University under the licensing agreement
dated _____________, then all unpaid indirect cost amounts will be due
immediately.
The attached table outlines the IDC payment schedule.
Agreed and accepted,
▇▇▇▇ ▇▇▇▇▇▇
----------------------------
▇▇▇▇ ▇▇▇▇▇▇
President
Phytotech, Inc.
cc: ▇▇▇▇▇▇ ▇. Seneca
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇
RUTGERS, THE STATE UNIVERSITY OF NEW JERSEY
ASSOCIATE VICE PRESIDENT FOR RESEARCH POLICY & ADMINISTRATION
IDC Payment Schedule
----------------------------------------------------------------------------------------------------------------------------------
OPTION 1 (PHYTOTECH INCREASES FUNDING TO MAINTAIN RESEARCH EFFORT:
Project Year Cumulative
1 2 3 4 5 1-5 6-8
Direct Cost $ 83,565 $96,979 $100,283 $102,835 $105,471 $499,133
*IDC return to project (Note 1) -- -- 37,439 38,392 39,376 115,207
*IDC to RU -- -- 16,719 19,196 19,688 57,803
----------------------------------------------------------------------------------------------
Total Project Cost to Phytotech $ 93,585 $96,979 $156,441 $160,423 $164,535 $671,943
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
NOTE 1 - A portion of these funds will need to be set aside for incremental operation
and maintenance costs.
Funds Owed by Phytotech to RU as deferred IDC: $38,402/YEAR
OPTION 2 (No increase in gross funds available):
Project Year Cumulative
1 2 3 4 5 1-5 6-8
Direct Cost $93,585 $96,979 $64,283 $65,920 $67,610 $388,357
*IDC return to project - - 24,000 24,610 25,241 73,851
----------------------------------------------------------------------------------------------
Total Project Funds Avail. $93,585 $96,979 $88,283 $90,530 $92,851 $462,208
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
*IDC to RU - - 12,000 12,305 12,620 36,925
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
Funds Owed by Phytotech to RU as deferred IDC: $24,617/YEAR
*IDC calculated @ 56% of MTDC. Actual amounts will vary according to MTDC
base and actual Federal negotiated IDC rate.
