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Agri did not develop any proprietary technology with respect to
or for Utah I. U.S. Agri did present four pages of an incomplete
patent application that had been prepared with respect to a
tissue culture process. However, this application was never
filed or completed, nor did it concern Utah I.
d. The License Agreement
Concurrently with the execution of the R&D agreement between
Utah I and U.S. Agri, on December 31, 1982, Kellen, on behalf of
Utah I, executed an exclusive license agreement with U.S. Agri.
The license agreement granted U.S. Agri for 40 years "the
exclusive right to utilize the technology developed for the
account of the Licensor * * * [Utah I]," in exchange for which "a
royalty shall be paid by Licensee * * * [U.S. Agri] to Licensor *
* * [Utah I]." The amount of the royalty "shall be eighty-five
percent (85%) of all products produced on the Plantation and
intended to be sold or moved from the Plantation by the Licensee
* * * [U.S. Agri]."
e. The Amended Research and Development Agreement
On February 4, 1983, Kellen on behalf of Utah I, and Pace on
behalf of U.S. Agri, executed an addendum to the original R&D
agreement that set forth a "Research Plan" regarding the 80-acre
plantation allocated to Utah I. The stated objectives of the
amended research plan were:
(1) to develop cultural information on how to manage
Jojoba plantations in semi-arid regions of Southern
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