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specific performance, but further payments due under
the Notes may not be withheld. No part of any sums
paid by the Partnership to HJI shall be refundable for
any reason, nor shall the Partnership be entitled to
withhold payment to HJI * * *.
The R & D Agreement stated that the parties did not
contemplate that the R & D Program would result in any inventions
or patents. However, the agreement indicated further:
It is contemplated that the R & D Program will result
in discoveries, technology and other information which
may or may not be proprietary. In any case, either
party to this Agreement may use any information,
discovery or technology resulting from the R & D
Program in any manner and for any purpose desired.
The R & D Agreement also provided that it "is contemplated
by the parties that if the R & D Program produces successful
results, the small plantation will be converted into a commercial
jojoba farm and thereafter operated for profit by or on behalf of
* * * JDP" pursuant to certain option agreements entered into
simultaneously with the R & D Agreement. The R & D Agreement
stated further that all property of any kind, real, personal, or
mixed, acquired by HJI in connection with the R & D Program would
be the property of HJI, and that JDP would have no interest in or
rights to such property arising from the R & D Agreement or
otherwise.
The R & D Agreement stated also that HJI made no
representation or guarantee of any kind with respect to the R & D
Program or the results thereof. In addition, the R & D Agreement
provided that HJI had not agreed to conduct the R & D Program on
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