EXHIBIT 10.9
MATERIAL TRANSFER AGREEMENT
THIS AGREEMENT, dated as of the ___ day of ______, 20__, by and
between
Archer-Daniels-Midland Company, with its principal place
of business located at
4666 Faries Parkway, Decatur, Illinois
62526 ("Recipient"),
and Eugene Science,
Inc., with its principal place of business located at 8th Fl., LG Palace
Building, Donggyo-Dong, 165-8, Mapo-Gu, Seoul, 121-817, Korea ("EUGENE
SCIENCE").
W I T N E S S E T H:
WHEREAS, EUGENE SCIENCE owns and/or controls certain material
described
as a proprietary blend containing phytosterol and emulsifying agent (the
"Original Material");
WHEREAS, EUGENE
SCIENCE may deliver
samples of the Original Material
but desires to protect the confidential,
proprietary and trade
secret status of
the Original Material; and
WHEREAS, Recipient is
desirous of receiving and reviewing the Original
Material for the limited purpose of formulation, stability, and analytical
testing (the "Intended Purpose");
NOW, THEREFORE,
in consideration of the premises and the mutual
promises contained herein, the parties
agree as follows:
1.
DEFINITIONS. For the purposes of this Agreement, the following
terms are described as set forth below:
(a) "Material"
shall
mean
Original
Material,
Unmodified
Derivatives, and Modifications, and any substances created by the Recipient
through the use of the Material.
(b)
"Modifications" shall mean substances created by the Recipient
that contain, incorporate or are derived
from the Material.
(c)
"Unmodified
Derivatives" shall mean substances created by the
Recipient that constitute an unmodified functional subunit or substances
contained in the Original Material.
(d)
"Commercial Purpose" means the sale, lease, license, or other
transfer of the Material to any third party. Commercial purposes shall also
include use of the Material by any
organization,
including the
Recipient,
to
perform any research, to screen compound libraries, to produce or manufacture
products, or to conduct research activities that result in any sale,
lease,
license or transfer of the Material.
2.
MATERIAL Recipient
and its employees and agents agree
that,
without the written consent from EUGENE
SCIENCE, the Recipient:
(a) shall use
the Material only for the Intended Purpose;
<PAGE>
(b)
notwithstanding anything to the contrary, Recipient shall not
use the Material for any Commercial
Purpose, except to the
extent authorized by EUGENE SCIENCE;
(c) shall only
use the Material at
the Recipient's
organization
and only in Recipient's facilities under
the direction of _____________ ___ (the
"Recipient Scientist") or others working
under his or her supervision, except to
the extent authorized by EUGENE
SCIENCE;
(d) shall not
transfer the Material to anyone else within the
Recipient's organization, except to the
extent authorized by EUGENE SCIENCE;
(e) shall not
provide the Material to any third parties; and
(f) shall not
disclose the Material to any third party.
3.
DISCLOSURE IN
JUDICIAL OR ADMINISTRATIVE PROCEEDING. If
Recipient is required to produce the
Material by law, governmental proceeding or
court order. Recipient may disclose such
Material without liability hereunder;
provided, however, before producing any
Material, Recipient
shall notify EUGENE
SCIENCE promptly of any such proceeding or court order in order to provide
EUGENE SCIENCE with a reasonable
amount of time so that
EUGENE SCIENCE may seek
an appropriate protective order or other appropriate remedy and/or waive the
Recipient's compliance with the provisions
of this Agreement. IN
the event that
such protective order or other remedy is not
obtained, or that
EUGENE SCIENCE
grants a waiver hereunder, the Recipient may furnish that portion of the
Material which, in the opinion of the Recipient's counsel, it is legally
required by applicable law to disclose and
will reas
