International Rice Genome Sequencing Project. Member Institution Registration Agreement between Genoscope ("Principal Investigator") and Pharmacia Corporation (Extract of contract provided)

 

ARTICLE II
Data Access

2.1. Transfer of Data. Pharmacia has transferred the Monsanto RGS Data to NIAR. The IRGSP Program Manager will only allow Member Institutions which are signatories to this Agreement to have access to the Monsanto RGS Data. Pharmacia will pay all expenses to transfer "Monsanto RGS Data" to NIAR. After the receipt of the "Monsanto RGS Data" by NIAR, NIAR will pay all expense to store and manage the "Monsanto RGS Data."

2.2. Password The IRGSP Program Manager will provide a secure mechanism by which the Principal Investigator will access the MONSANTO RGS Data. Upon execution of this Agreement, Pharmacia agrees to provide a password to the Principal Investigator. The password will be assigned to an approved Principal Investigator at a specific email account, and will be used solely by the Principal Investigator or Project Participants who have also agreed in writing (as provided in Appendix A) to abide by the terms of this Agreement. The Member Institution agrees that the Principal Investigator and Project Participants shall not be allowed to disclose or transfer their Password to any third party without the prior written consent of Pharmacia.

2.3. Search Results. Results obtained from accessing the MONSANTO RGS Data will be communicated specifically to the email account identified by the Principal Investigator.

2.4 RGS Data. It may be possible that some of the data and/or equivalent materials in the MONSANTO RGS Data may also be obtained by the Principal Investigator or Project Participants from public sources. Such users of the MONSANTO RGS Data are encouraged to search alternate databases prior to their use of the MONSANTO RGS Data. Pharmacia will not undertake a survey of which materials were available elsewhere (or when they were available). All uses, search results and analyses obtained from the MONSANTO RSG Data, whether available from public sources or not, are subject to the terms of this Agreement.

2.5. Warranty.

(a) PHARMACIA represents and warrants that PHARMACIA is the sole and exclusive owner of the MONSANTO RGS Data.

(b) Member Institution and Pharmacia acknowledge that the MONSANTO RGS Data are experimental in nature, and that THE PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY OR FITNESS OF ANY MATERIALS FOR A PARTICULAR PURPOSE. Neither party represents that the use of such information or any product or process derived from the MONSANTO RGS Data will not infringe any patent, copyright or other rights of third parties.

 

ARTICLE III
Publications

3.1. MONSANTO RGS Data. The MONSANTO RGS Data are the confidential property of Pharmacia. Except as provided in Sections 3.3 and 4.3, Member Institution agrees that MONSANTO RGS Data or search results will be maintained as confidential by Institution, Principal Investigator and Project Participants until otherwise made public. Monsanto RGS Data will only be shared with the IRGSP, its Member Institutions and Principal Investigators which have signed this IRGSP Member Institution Registration Agreement. If materials from the Monsanto RGS Data (for example, BACs) are obtained, the Member Institution agrees that Principal Investigator and Project Participants will not transfer such materials to any third party. Member Institutions and Principal Investigators shall obtain all Monsanto RSG Data only from National Institute of Agrobiological Resources (MAFF, Japan) or other approved entity.

3.2 Publicity. Neither party shall use the name of the other party, including the names of any director, officer, employee, student or other party, without the written permission of other party.

3.3. Publication. Pharmacia and the Member Institution agree that the Principal Investigator may publish on the IRGSP web site, on other public databases, in widely circulated publications, or present in an open public forum, the results of the research, including information obtained from a search of the MONSANTO RGS Data. Member Institution further agrees that any publication resulting from this research will be published in such a way that the MONSANTO RGS Data is not published alone but only published combined with other IRGSP data. Moreover, Member Institution agrees that any publication shall be part of an intact BAC or PAC insert according to the current IRGSP guidelines (http://demeter.bio.bnl.gov/Guidelines.html) and shall meet sequencing quality, accuracy and finishing standards therein. In the case of written publications, Member Institution shall provide one copy to the Pharmacia Representative as soon as such publication is available. Publications resulting from this program shall contain an appropriate acknowledgement of the use of the MONSANTO RGS Data. In the case of publication of the IRGSP web site, acknowledgement will be displayed on the web page.

 

ARTICLE IV
Allocation of Proprietary Rights

4.1 Pharmacia Grant. Pharmacia hereby grants to Member Institution a non-exclusive license to access the MONSANTO RGS Data for non-commercial research purposes only. Access shall be solely for non-commercial, publicly funded research which is not supported directly or indirectly by commercial organizations.

4.2 Intellectual Property. By accessing the MONSANTO RGS Data, Member Institution agrees that any inventions, discoveries, or other intellectual property discovered, conceived, or reduced to practice by the Principal Investigator or Project Participants and resulting from the use of the Monsanto RGS Data shall be subject to the terms of this Article. Ownership of any patents, copyrights, processes, inventions and other proprietary intellectual property of any nature conceived or reduced to practice in performance of the research by the Principal Investigator or Project Participants under this Agreement shall vest in the Member Institution. Except as provided for in this Agreement, the Member Institution shall have the right to use it for any commercial purposes.

4.3 Patents. Member Institution is under no obligation to file for intellectual property protection. However, in cases for which such protection is applied, Member Institution agrees to the following:

(a) Upon the filing for patent protection in any country, Member Institution shall promptly notify Pharmacia and provide information relating to the patent filing, including a summary of the invention, filing date and serial number, to the Pharmacia Representative no later than Member Institution provides such information to any other parties. Pharmacia will hold the information provided under this Article 4.3 (a) in confidence for a period of 5 years, or until made public by publication, whichever is sooner. Member Institution shall promptly notify Pharmacia all patent filing which are conceived or reduced to practice within two (2) years from the access of the Monsanto RGS Data contained in such patent filing.

(b) Member Institution shall be responsible at its sole discretion and expense for making applications for any patents resulting from the research performed under this Agreement.

4.4 Grant Option for Patent License.

(a) In consideration of the license grant of Section 4.1, the Member Institution agrees to grant and hereby grants to Pharmacia and its affiliate Monsanto a right to negotiate a royalty-bearing, world-wide, non-exclusive license to patents on inventions which are conceived or reduced to practice within two (2) years of accessing the Monsanto RGS data that led directly to the specific invention. Such license shall include the right to make, have made, use, sell, offer for sale and import products embodying such patents and enter into contracts with growers, seed companies and distributors for doing the same.

(b) Member Institution agrees that Pharmacia and its affiliate Mondanto may use Member Institution's research results in internal fundamental research programs. This paragraph shall not require disclosure of research results to Pharmacia other than as provided in paragraph 3.3.

(c) For each patent filing, Pharmacia's right to negotiate a license shall remain in effect for a period of twelve (12) months from the date of that the Member Institution provides Pharmacia with a complete copy of a patent application that has been filed in a patent office. Upon Pharmacia's election of its right in writing, the parties agree to negotiate in good faith the terms and conditions of a license as are customary in the industry for agreements of that type. Resulting license terms shall be no less favorable than those granted to other commercial licensees. The parties shall agree to a reasonable arbitration system if any agreement as to terms cannot be reached.

 

ARTICLE V
Miscellaneous

5.1. Assignment. This Agreement shall not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that Pharmacia may assign all or part of this Agreement without the consent of the Member Institution as part of the reorganization, sale or transfer of all or substantially all of its business or of that line of business to which this Agreement relates.