- 9 - (U.S. Agri) as a party to the contract and the R&D contractor thereunder. The license agreement identified U.S. Agri as a party to the contract and the licensee thereunder. E. U.S. Agri and Eugene Pace As previously indicated, the offering memorandum identified U.S. Agri as the R&D contractor under the R&D contract and as the licensee under the license agreement. U.S. Agri was also the R&D contractor and the licensee for Utah Jojoba, Blythe Jojoba I, Blythe Jojoba II, and Desert Center Jojoba. The president of U.S. Agri was Eugene Pace (Mr. Pace), who was also a member of its board of directors. Mr. Kellen also served as a member of U.S. Agri’s board until he became general partner of Utah Jojoba, Blythe Jojoba I, Blythe Jojoba II, and Desert Center Jojoba in late 1982. Mr. Pace and Mr. Kellen were close personal friends and business associates for a number of years before the formation of San Nicholas in late 1983. In contrast, neither in 1983 nor at any other time relevant to this case did petitioner ever meet Mr. Pace. F. Cautionary Language in the San Nicholas Offering Memorandum The face of the offering memorandum warned, in block letters, that “THIS OFFERING INVOLVES A HIGH DEGREE OF RISK”. The offering memorandum also included the following cautionary language in block letters: PROSPECTIVE INVESTORS ARE CAUTIONED NOT TO CONSTRUEPage: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
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