Stephen H. Glassley and Judith Glassley, et al. - Page 56

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          In our view the R & D Agreement was designed and entered into               
          solely to provide a mechanism to disguise the capital                       
          contributions of the limited partners as currently deductible               
          expenditures and thus reduce the cost of their participation in             
          the farming venture.                                                        
               As the transaction was structured, JDP could obtain no                 
          economic benefit solely from the putative research or                       
          experimentation apart from the potential tax benefits.  No                  
          patents or inventions were expected to be developed.  In                    
          addition, any "discoveries" obtained through HJI's efforts were             
          to be shared, without compensation, with other jojoba growers.              
          Consequently, JDP could receive no marketable asset from HJI's              
          putative research or experimentation activities.  Plainly, no               
          unrelated party would have paid HJI for a similar research and              
          development contract under circumstances like those presented in            
          this case.                                                                  
              Petitioners, nonetheless, contend that the R & D Agreement             
          had independent value.  They assert that, as of December 31,                
          1981, the R & D Agreement had a fair market value of $382,000,              
          and that the value of the anticipated benefits of the research              
          was greater than the $360,000 JDP paid HJI under the R & D                  
          Agreement.  In addition, they contend that the value of the cost            
          savings to the jojoba industry as a whole resulting from the                
          nutrient studies exceeded the amount JDP paid HJI under the R & D           
          Agreement.  Petitioners contend further that the parties to the             




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