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be paid with the execution of the R&D agreement. Subsequent
installments of nine payments of $121,941 each, including
interest on the unpaid balance at the rate of 7 percent, were to
be paid annually starting on July 31, 1983. The final sum of
$232,921 representing the balance of the payments at 7 percent
and 2 percent of deferred interest not previously paid was to be
paid on July 31, 1992. The record does not include evidence
concerning actual payment of any of these amounts except for Utah
I's 1982 and 1983 tax returns and Pace's testimony that he
recovered the amounts he advanced to start U.S. Agri from Utah I
funds.
The R&D agreement also specified that U.S. Agri was entitled
to "retain any and all amounts paid to it by the Partnership * *
* [Utah I], whether or not the R&D Program is successful and
accomplishes the results contemplated hereunder. * * * [U.S.
Agri] does not guarantee that its work will be successful and the
Partnership * * * [Utah I] shall have no rights of refund." The
R&D agreement further provided that "Any real property and
tangible personal property acquired or improved" by U.S. Agri in
connection with the research and development program was to
remain U.S. Agri's sole property and that "no ownership rights in
such property will be transferred to the partnership * * * [Utah
I]." The R&D agreement also stated that no income from the
jojoba plantation was anticipated during the research and
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