Agreement on Joint Incorporation of
Kiwa-CAU Bio-Tech Research & Development Center
between
China Agricultural University and
Kiwa Bio-Tech Products (Shandong) Limited
(1) Kiwa Bio-Tech Products (Shandong)
Limited (hereinafter referred to as ” Kiwa
Shandong.”), a China-based subsidiary company solely-funded
by Kiwa Bio-Tech Products Group Corporation incorporated in China,
engaging in the bio-tech products industry. Kiwa
Bio-Tech Products Group Corporation (hereinafter referred
to as ” Kiwa ”, a company registered
in Delaware, U.S.A. and listed in NASDAQ OTCBB, with bio-tech
industry as its strategic orientation, with bio-fertilizers as its
starting points and gradually extending to bio-feeds,
bio-environment protection, bio-pharmaceuticals, bio-seeds and
bio-energy.
(2) China Agricultural
University (hereinafter referred to as ”
CAU ”) and its subordinated “
CAU Institute of Botany Ecological Engineering”
( hereinafter referred to as ”
Eco-Institute ”) are leading in the world in
the agriculture-related technological fields such as plant
pathology, plant nutrition, Plant Ecology and
microorganism.
(3) In April 2004, Kiwa signed
the Patent Rights Transfer Contract for the patented “High
Efficiency Hybrid Yield-Increasing Fungus and its Manufacturing
Process” With CAU.
(4) Both parties agree to take the market-driven
R & D as the direction of cooperation between Kiwa Group, Kiwa
Shandong and CAU, mutually supplement their advantages, carry out
technical renovation, speed up scientific and technological
achievements transformation and industrialization, and gradually
build the world leading bio-tech R & D Center. This Agreement
is, through friendly discussions, made by and between both parties
on the subject matter of joint incorporating the ”Kiwa-CAU
Bio-Tech Research & Development Center” (hereinafter
referred to as “R & D Center”). Both parties agree
as follows:
Article 1 Investment and Incorporation
of the R & D Center
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Kiwa Shandong
and CAU shall utilize their respective advantage resources to
jointly set up Kiwa-CAU Bio-Tech R & D Center, the R & D
Center shall be an affiliate of Kiwa Shandong.
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Kiwa Shandong
agrees to invest RMB1,000,000 each year as the funds for R & D
to the R & D Center, such R & D funds shall be used for the
following purposes:
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The allowances
and travel expenses for the staff of the R & D
Center;
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The equipment,
instruments and consumables added for the R & D project as
identified by both parties;
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Other costs and
expenses related to the R & D activities of the
Center.
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CAU agrees to
provide the R & D Center with the following
resources:
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The R & D
staff of CAU to join the R & D Center shall not be less than
six, and at least three of them shall be with professor or
doctorate and above title, at least two of them shall be with
master degree;
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The
Eco-Institute shall be used as the base and the carrier to set up
the R & D Center, and the R & D Center shall be allowed to
use the experimental space and the facilities of the Eco-Institute
free of charge, and provide conveniences to the use of other
technical documents, laboratories and research institutes of
CAU.
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Kiwa Shandong
may, according to the circumstances of specific R & D project,
appoint appropriate personnel to join the R & D Center to carry
out the project R & D Center.
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Article 2 Objective and Task of the R
& D Center
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As the R &
D organization of Kiwa Shandong, the R & D Center shall fulfill
the overall R & D functions of Kiwa Shandong, including
technical planning, technical consultancy and new technology and
new products development. The R & D Center shall set its foot
on Microbial fermentation engineering, carry out the research and
development of bio-engineering technology in an all-round way,
gradually bring Kiwa Shandong to enter the industries including
bio-fertilizers, bio-feeds, bio-pharmaceuticals
(bio- pesticides, bio- veterinary, bio-medicines),
bio-energy, bio-environment protection and bio-seeds.
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The R & D
Center shall complete the following R & D tasks each
year:
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Three new
technological achievements get patented;
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Two
technological achievements pass the provincial level or ministerial
level scientific and technological achievements
qualification;
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Develop two new
products which can be industrialized.
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The R & D
Center shall also be responsible for subsequent perfection of the
existing product-related technologies of Kiwa Shandong, Kiwa
Shandong shall be responsible for providing relating production and
process data.
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Both parties
agree to set up the international R & D Center. CAU and the R
& D Center shall provide Kiwa Shandong with the latest
information of bio-techs at home and abroad, and make full use of
its status in the international agriculture research field to
provide the R & D staff of Kiwa Shandong with opportunities to
famous agencies and experts at home and abroad, and assist Kiwa
Shandong in feasibility study on the introduced new technologies
and new products. Kiwa Shandong and its parent shall be responsible
for contacting the international famous scientific research
institutions and universities in the U.S. and other regions,
recruiting expert consultants from home and abroad, creating
conditions for international exchange, and introducing new
technologies and new products from abroad.
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The R & D
Center shall fulfill the function of training quality control
personnel and technicians for Kiwa Shandong, and providing
technical support for the marketing center.
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Article 3 Management and Coordination
of the R & D Center
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The R & D
Center shall adopt the responsibility system of director. The
director of the R &a
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