Exhibit 10.28
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
