RUTGERS, THE STATE UNIVERSITY OF NEW JERSEY
Office of Corporate Liaison and Technology Transfer
ALTERNATIVE CROPS RESEARCH AGREEMENT
This Alternative Crops Research Agreement ("Agreement") is entered into as of
May 15, 1999 by and between CGP, Inc., a corporation organized under the laws
of the State of California, having a business address at ▇.▇. ▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (hereafter "CGP") and RUTGERS, The State
University, a specially chartered New Jersey Educational Institution, having
its principal offices in ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (hereafter "RUTGERS").
WHEREAS, the program in the development of improved alternative crops,
particularly hemp (hereafter "Hemp") through biotechnological approaches
which are described in Exhibit 1 (hereafter "Research") to this
Agreement, is of mutual interest and benefit to RUTGERS and to CGP, will
further the instructional and research objectives of RUTGERS and the public
interest in a manner consistent with its status as a non-profit, tax-exempt,
public, educational institution, and will result in benefits for both CGP and
RUTGERS by advancing knowledge through discovery and by creating new Hemp
technologies through invention;
NOW, THEREFORE, the parties mutually agree as follows:
1. SCOPE OF WORK AND FUTURE COLLABORATIONS
CGP grants to RUTGERS and RUTGERS accepts support for the Research.
2. COMPENSATION
In consideration of RUTGERS' substantially conducting the Research, CGP will
pay RUTGERS $1,200,000 for Research during the time periods with ending dates
set forth in Article 3 hereof.
May 15, 1999 $350,000
May 15, 2000 $400,000
May 15, 2001 $450,000
CGP will pay RUTGERS one half of the amount due for the first year upon the
execution of this Agreement, and the remaining payments will be made
at three-month intervals in advance.
Checks should be made payable to Rutgers, The State University and should
identify CGP and the Principal Investigators and be sent to:
Rutgers, The State University
Division of Grant and Contract Accounting
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RUTGERS will not be obligated to expend funds in excess of those provided under
this Agreement to conduct the Research. Similarly, CGP shall not be required
to contribute funds in excess of this Agreement.
3. PERIOD OF PERFORMANCE
Research under this Agreement will be performed during the period May 15, 1999
through May 14, 2002.
4. PRINCIPAL INVESTIGATORS
Dr. ▇▇▇▇▇ ▇▇▇ and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ will act together as Principal
Investigators under this Agreement. RUTGERS will appoint ▇▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, an employee of CGP, as a Visiting Research Professor at the
Biotechnology Center for Agriculture and the Environment, ▇▇▇▇ College.
RUTGERS will conduct the Research under the oversight of Dr. ▇▇▇▇▇ ▇▇▇ who will
also act as Faculty Mentor, advisor, and collaborator to ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
during his appointment. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ will act as CGP's Technical
Representative on the Research and will undertake to manage the Research.
1. During this Agreement, ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ will remain an employee of
CGP, which shall be responsible for all compensation and employee benefits
before, during and after the term of this Agreement.
5. COMMUNICATION WITH CGP'S REPRESENTATIVES
During the period of this Agreement, CGP's Representatives may have reasonable
access personally or by telephone to discuss the Research informally with
RUTGERS' Principal Investigators. Access to work performed in RUTGERS
laboratories and at other RUTGERS' premises in the course of the Research will
be entirely under the control of RUTGERS personnel; CGP's representatives are
permitted to visit such laboratories and premises only during usual hours of
operation as is mutually agreeable.
6. TECHNICAL REPORTS
The Principal Investigators shall make up to four (4) oral reports each year if
requested by CGP and will provide written project reports twice each year.
Within sixty (60) days after the expiration of this Agreement, the Principal
Investigator shall submit a comprehensive final written report to CGP.
7. PUBLICITY
Neither party will use the name or trademarks of the other in any form of
advertising or promotion without the prior written approval of the other,
which consent shall not be unreasonably withheld. The parties may, however,
acknowledge CGP's support for, and the nature of, the investigations being
pursued under this Agreement. In any such statement, the relationship of the
parties will be accurately and appropriately described.
8. PUBLICATION
RUTGERS has the right to copyright and publish and otherwise publicly disclose,
and make technical presentations containing information and data it has gained
in the course of the Research. In order to permit CGP an opportunity to
determine if patentable inventions are disclosed, the Principal Investigators
will provide CGP with copies of articles written by project personnel reporting
on the Research prior to submission for publication. If CGP wishes to have
the article delayed so that a patent application may be filed on an invention
disclosed in such article, CGP shall so notify RUTGERS' Principal Investigator
in writing, and RUTGERS shall withhold publication for a reasonable time, not
to exceed ninety (90) days.
9. INTELLECTUAL PROPERTY
All rights in inventions, discoveries, biological material, and software
created during the term of this Agreement in the course of and within the scope
of the Research and associated intellectual property shall be the property of
RUTGERS, subject to the terms set forth in paragraphs 9(a) through 9(e).
RUTGERS shall promptly report any such inventions, discoveries, biological
material or software to CGP upon receipt by its Office of Corporate Liaison and
Technology Transfer of a completed written disclosure thereof from the
Principal Investigator. RUTGERS will assure that all such inventions,
discoveries, biological materials and software will be assigned to RUTGERS.
a) Patents and PVP Certificates
RUTGERS will promptly notify CGP once it has identified any inventions or
discoveries which it considers potentially valuable and patentable conceived
and reduced to practice during the term of this Agreement in the course of
and within the scope of the Research. If, within ninety (90) days of the
date such notice is given CGP directs that a patent or PVP application be
filed on such inventions or discoveries, RUTGERS agrees to cause patent or
PVP applications to be filed and prosecuted in its name at CGP's expense.
After filing, RUTGERS will promptly advise CGP and provide CGP a copy of any
such patent or PVP application. In consideration of the Research payments
made by CGP to RUTGERS and payment of expenses on patent or PVP applications,
from the date of such notice, CGP shall receive an exclusive option for a six
(6) month period to negotiate the terms of a license agreement and RUTGERS
agrees to negotiate these license terms in good faith. During this period
RUTGERS will not offer a commercial license to any other party. If the
parties do not execute a license agreement within this six (6) month period,
RUTGERS is free to offer a license to such inventions or discoveries to
others. In the event CGP does not agree, within ninety (90) days after
such notice, to support the filing of a patent or PVP application on such
invention or discovery, RUTGERS may file a patent or PVP application on such
invention or discovery at its own expense, and CGP shall have no further
rights in that invention or discovery, that patent or PVP application, or in
related unpatented technology.
b) Unpatented Technology
All rights in proprietary technology and materials (such as biological
materials) created during the term of this Agreement in the performance
of and within the scope of the Research for which RUTGERS does not seek
patent protection will also be owned by RUTGERS. After a written description
or sample of such technology or materials has been sent to CGP (promptly
after such technology or materials are developed), and subject to the
provisions of Article 9(a) above, CGP shall have six (6) months to negotiate
the terms of a license agreement and RUTGERS agrees to negotiate these
license terms in good faith. During this period RUTGERS will not offer a
commercial license to any other party.
c) Software
Copyright and all other rights in any software created during the term of
this Agreement in the course of and within the scope of the Research shall
be owned by RUTGERS. After a description or copy of such software have been
sent to CGP (promptly after such software has been developed), subject to the
provisions of Article 9(a) above, CGP shall have six (6) months to negotiate
the terms of a license agreement and RUTGERS agrees to negotiate these
license terms in good faith. During this period RUTGERS will not offer a
commercial license to any other party.
d) License Terms
Subject to the provisions of Article 9(a), 9(b) and 9(c), RUTGERS agrees to
grant to CGP an exclusive worldwide license, with a right of sublicense, for
all and any patent or PVP applications to be filed and prosecuted in its
name at CGP's expense under provision 9(a).
Any licenses granted to CGP are subject to RUTGERS policies and RUTGERS'
agreements with other sponsors and will provide (i) for CGP (and its sub-
licensees, if any) to diligently exert its best efforts to introduce
products utilizing the licensed technology into public use as rapidly as
practicable on terms acceptable to both RUTGERS and CGP; (ii) for a royalty
and other consideration that is usual and customary in the trade; (iii) for
termination in the event CGP has not introduced licensed products into
public use within a time period commensurate with industry standards that is
acceptable to RUTGERS; (iv) for indemnity and insurance terms acceptable to
RUTGERS' insurance carrier; (v) for RUTGERS to retain a non-exclusive
license, with the right to grant sub-licenses, for publication, research to
academic and nonprofit agencies, and internal use purposes only; (vi) that
the rights of the United States of America as set forth under Public Laws
96-517 and 98-620 are specifically reserved. (These rights include,
without limitation, a royalty free license to the U.S. Government of results
of research which it sponsors).
e) Confidential Information
All information given by CGP to RUTGERS or RUTGERS to CGP under this
Agreement shall be used only for the purposes given and shall be held in
confidence by the receiving party so long as such information (i) remains
unpublished by the giving party or does not otherwise comes into the public
domain, (ii) is not lawfully received by the receiving party from a third
party, or (iii) is independently developed by the receiving party without
the benefit of such information.
10. COLLABORATION
It is understood that the RUTGERS investigators will be free to discuss the
Research with other investigators at academic institutions and nonprofit
agencies and to collaborate with them. Notwithstanding RUTGERS' commitments
in Section 9 of this Agreement, in the event any inventions, discoveries,
biological material, or software result from such collaboration, RUTGERS will
grant to CGP the rights outlined above to the extent these are not in conflict
with obligations to another party as a result of the involvement of the other
investigator(s). In this latter case, RUTGERS shall exert its good faith
efforts to enable CGP to obtain rights from the other investigator similar to
those set forth in section 9 hereof.
11. INDEPENDENT CONTRACTOR
For the purposes of this Agreement and all services to be provided hereunder,
each party is, and will be deemed to be, an independent contractor and not an
agent or employee of the other party. Neither party shall have authority to
make any statements, representations or commitments of any kind, or to take any
action, which is binding on the other party, except as may be explicitly
provided for herein or authorized by the other party in writing.
12. WARRANTIES
RUTGERS MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, AS TO ANY MATTER WHATSOEVER,
INCLUDING, WITHOUT LIMITATION, THE CONDITION, ORIGINALITY, OR ACCURACY 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 WILL NOT BE LIABLE FOR ANY DIRECT,
CONSEQUENTIAL, OR OTHER DAMAGES SUFFERED BY CGP, 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, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY OF THIRD
PARTIES, AND CGP ACKNOWLEDGES THAT THE AVOIDANCE OF SUCH INFRINGEMENT IN THE
DESIGN, USE AND SALE OF PRODUCTS AND PROCESSES RELATED TO THIS RESEARCH WILL
REMAIN THE RESPONSIBILITY OF CGP.
13. INDEMNIFICATION
CGP hereby agrees to indemnify, defend, and hold harmless RUTGERS and its
present and former officers, directors, governing board members, employees,
agents, and students from any claim, loss, cost, expense, or liability of any
kind including reasonable attorney's fees and expenses arising out of or
connected with only this Agreement or the Research, except to the extent such
claim is due to the sole negligence or willful misconduct of RUTGERS.
Without limiting the foregoing, CGP 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 CGP, or by any party acting on behalf of or under authorization from
CGP, of RUTGERS technical developments or out of any use, sale or other
disposition by CGP, or by any party acting on behalf of or under authorization
from CGP, 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.
RUTGERS agrees to indemnify and hold harmless CGP, its employees and agents
against any liability, damages, loss or expenses (including reasonable
attorney fees and expenses of litigation) for damage to RUTGERS property or
bodily injury, death or property damage to employees of RUTGERS or to any
third party, acting on behalf of or under authorization from RUTGERS, arising
out of the performance of this Agreement at RUTGERS, except for the negligent
acts of CGP, its employees and agents.
14. GOVERNING LAW
The validity and interpretation of this Agreement and the legal relations of
the parties to it will be governed by the laws of the State of New Jersey
applicable to the agreements entered into, and to be fully performed in, the
State of New Jersey, without regard to its conflicts of laws provisions.
15. ASSIGNMENT
This Agreement is not assignable by either party without the prior written
consent of the other party. Any and all assignments not made in accordance
with this section are void.
16. TERM AND TERMINATION
This Agreement will expire on the date specified in Article 3, Period of
Performance, unless extended or sooner terminated in accordance with the
provisions of this section.
Either party may terminate this Agreement upon any anniversary date by giving
the other party one year prior written notice of its election to terminate.
In addition, RUTGERS may terminate this Agreement immediately if
circumstances beyond its control preclude continuation of the Research, and in
the event RUTGERS terminates this Agreement under this provision, RUTGERS shall
refund to CGP any research funds provided by CGP under this Agreement which
remain in excess of expenses and commitments incurred or committed to as of the
date of termination.
In the event RUTGERS' Principal Investigators are unavailable or unable to
continue direction of the Research for a period in excess of ninety (90) days,
RUTGERS shall notify CGP and may nominate a replacement; if RUTGERS does not
nominate a replacement or if that replacement is unsatisfactory to CGP, CGP may
terminate this Agreement upon thirty (30) days written notice and such right to
terminate shall be CGP's sole remedy at law or in equity, except that RUTGERS
shall refund to CGP any research funds provided by CGP under this Agreement
which remain in excess of expenses and commitments incurred or committed to as
of the date of termination.
If CGP fails to meet any of its obligations under this Agreement and fails to
remedy any such failure within sixty (60) days after receipt of written notice
thereof, RUTGERS shall have the option of terminating this Agreement upon
written notice thereof, and may terminate any licenses or options granted to
CGP. In the event RUTGERS fails to meet its obligations under this Agreement
and fails to remedy any such failure within sixty (60) days after receipt of
written notice thereof, CGP will have the option of terminating this Agreement
upon written notice thereof, and such right to terminate shall be CGP's sole
remedy at law or in equity, except that RUTGERS shall refund to CGP any
research funds provided by CGP under this Agreement which remain in excess of
expenses and commitments incurred or committed to as of the date of
termination.
Upon termination of this Agreement, CGP shall reimburse RUTGERS for all
reasonable expenses and uncancellable commitments incurred or committed as of
the date of termination and not paid for by CGP previously, provided that the
cumulative reimbursement responsibility of the CGP may not exceed the total
amount committed under this Agreement.
Termination or expiration of this Agreement, for reasons other than an
unremedied failure to meet the material obligations under this Agreement, will
not affect the rights and obligations of the parties accrued prior to
termination.
17. NO ORAL MODIFICATION
No change, modification, extension, termination, or waiver of this Agreement,
or any of the provisions herein contained, shall be valid unless made in
writing and signed by duly authorized representatives of the parties hereto.
18. TITLE TO EQUIPMENT
RUTGERS shall retain title to all equipment purchased and/or fabricated by it
with funds provided by CGP under this Agreement.
19. NOTICES
Any notice or report required or permitted to be given under this Agreement
shall be deemed to have been sufficiently given for all purposes if sent by
first class certified or registered mail to the following addresses of either
party:
Office of Corporate Liaison and Technology Transfer
Rutgers, The State University
ASB Annex II
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ATTN: Director
CGP, Inc.
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or to such other address as is hereafter furnished by written notice to the
other party.
20. PARAGRAPH HEADINGS
The section headings are provided for convenience and are not to be used in
construing this Agreement.
21. SURVIVORSHIP
The provisions of Sections 7, 9, 12, 13, 14, and 18 survive any expiration of
termination of this Agreement.
22. INSURANCE
Throughout the term of this Agreement, each party shall maintain, at its own
cost and expense, commercial insurance or a program of self-insurance with
funded reserves, covering worker's compensation benefits in accordance with the
law of the state of hire, employer's liability, automobile liability and
comprehensive or commercial general liability insurance to include its research
activities.
23. EXCUSABLE DELAYS
RUTGERS or CGP will be excused from performance of the Research if a delay is
caused by inclement weather, fire, flood, strike or other labor dispute, acts
of God, acts of governmental officials or agencies, or any other cause beyond
the control of RUTGERS or CGP. The excusable delay is allowed for the period
of time affected by the delay. If a delay occurs, the parties will revise the
performance period or other provisions, as appropriate.
24. ENTIRE AGREEMENT
This instrument contains the entire Agreement between the parties hereto. No
verbal agreement, conversation or representation between any officers, agents,
or employees of the parties hereto before or after the execution of this
Agreement or contemporaneous therewith, shall affect or modify any of the terms
or obligations herein contained.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives.
SIGNED ON BEHALF OF CGP, INC.
/s/ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
Date 5/23/99
SIGNED ON BEHALF OF THE BIOTECHNOLOGY CENTER FOR
AGRICULTURE AND THE ENVIRONMENT
/s/ ▇▇▇▇▇ R DAY
▇▇▇▇▇ ▇. Day, Ph.D.
Director
Date 5/12/99
SIGNED ON BEHALF OF RUTGERS, THE STATE UNIVERSITY OF NEW JERSEY
/s/ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Director, OCLTT
Date 6/1/99
