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others, under the terms of this Agreement in the course
of its Contractor's * * * [U.S. Agri's] work for the
Partnership, * * * [Utah I] or any Inventions so made
at any time which is an improvement on any invention
covered by a patent application or patent acquired by
the Partnership * * * [Utah I] shall be the sole and
exclusive property of the Partnership * * * [Utah I].
Section 10 of the R&D agreement granted Utah I an option,
exercisable after receipt of a written report from U.S. Agri,
that the plantation was ready for commercial development:
At such time as the Jojoba plantation on which the
research and development is being conducted has reached
a stage of commercial development, the Contractor * * *
[U.S. Agri] * * * shall give the Partnership * * *
[Utah I] a written report to that effect and the
Partnership * * * [Utah I] will have the option to
require the Contractor * * * [U.S. Agri] to enter into
a License Agreement for the purpose of commercially
exploiting the technology developed pursuant to this
Agreement. The License Agreement, if the Partnership *
* * [Utah I] so elects, shall be in the form of the
License Agreement attached hereto and made a part of
this Agreement. This option shall be solely at the
discretion of the Partnership * * * [Utah I].
In section A, paragraph 3 of the license agreement attached to
the R&D agreement, the "technology" is described as "written
reports delivered by the Licensee * * * [U.S. Agri] to Licensor *
* * [Utah I] during the term of the Research and Development
Agreement, all of which, taken together in the aggregate, will
comprise the technology and shall remain the sole property of the
Licensor * * * [Utah I]."
Section B, paragraph 1 of the license agreement granted U.S.
Agri the exclusive right to utilize the technology:
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