If you want to check the terms of the MTA, please review the agreement below.
OPEN INNOVATION PLATFORM AGRO AND
MATERIAL TRANSFER AGREEMENT
This Open Innovation Platform Agro and Material Transfer Agreement (the “Agreement”) is effective on the date of last signature of the parties who agree to the following terms and conditions.
The parties to this Agreement are:
BASF SE, Carl-Bosch-Straße 38, 67056 Ludwigshafen am Rhein, Germany (“BASF”)
Please delete this text and insert here the name as well as the address of the institution, which is the contracting party.
both hereinafter referred to as "Party" or jointly as "Parties".
- BASF is engaged in the research, development, manufacture and marketing of agrochemical products and is interested in further development of compounds suitable for use in agrochemical products (“Agreement Field”). BASF has established an open innovation platform agro to review whether compounds provided by third parties have the potential to be used as a basis for the development of agrochemical products and to endeavor opportunities for collaborations in the Agreement Field (“Open Innovation Platform Agro”) with different partners, mainly from academia and research institutions.
- Partner is interested in providing his compounds to BASF and with this to participate in the Open Innovation Platform Agro (“OIP Agro”). Partner will in the first period of participation in OIP Agro solely provide the Material and does not have to provide any service or work.
- “Affiliate” means any person or entity that directly or indirectly controls, is controlled by, or is under common control with BASF. A person shall be deemed to control any entity in which such person, directly or indirectly, owns or controls 50% or more of the voting stock or interest.
- “BASF Gatekeeper” means a BASF employee having expertise in chemistry or another field of life science, who will not be directly involved in In-Vivo Screenings under the Agreement, nominated by BASF to receive the Chemical Structure from Partner for In-Silico Screening.
- “Confidential Information” means all information disclosed by a Party or an Affiliate to the other Party hereunder including but not limited to the Results and any supporting data and Chemical Structure and information related to Material.
- “Chemical Structure” means the chemical name and structure of the Material.
- “Filtering Results” means results from the In Silico
- “In Silico Screening” means the diversity evaluation, in silico calculations and evaluation of physical properties, molecular descriptors and other virtual screening methods (e.g. including docking, pharmacophore searches) and comparison with BASF’s existing database of chemical compounds based upon the Chemical Structure supplied by Partner.
- “Material” means a physical sample of the novel compound corresponding to the Chemical Structure which BASF has requested for evaluation.Commercially available compounds may be screened in the Preliminary Screening, too. However, in case of commercially available compounds, BASF has no further obligations under this Agreement.
- “Preliminary Screening” means in vivo tests which in case of fungicide and insecticide screens are performed using microtiter plates and a “miniaturized in vivo screen” in high-throughput format in the case of the herbicide screen as well as purity checks.
- “Advanced screening” means further evaluation of the Material in “in vivo” tests, including but not limited to mode of action determination, greenhouse trials or field trials.
- “Results” means Filtering Results and the results of the Preliminary Screening.
IV. REVIEW COMPOUNDS
- Within 2 (two) months after full execution of the Agreement, Partner shall provide a list of compounds from its proprietary compound library, including the related Chemical Structure, in electronic form for evaluation to BASF under the OIP Agro.
The provided list of compounds, including the related Chemical Structure, will in a first step within BASF only be accessed by the BASF Gatekeeper. The BASF Gatekeeper will analyze the list of compounds, including the related Chemical Structure, will apply the In Silico Screening.
In case that Filtering Results are positive, which judgement remains at BASF’s sole discretion, BASF may continue its evaluation with Preliminary Screening to be performed by BASF or its Affiliates.
In case that the results of Preliminary Screening are positive, which judgement remains at BASF’s sole discretion, BASF may continue its evaluation with Advanced Screening to be performed by BASF or its Affiliates.
The Partner acknowledges that the Chemical Structure for those compounds, for which the In Silico Screening has not been positive and no further evaluation will be continued by BASF, will not be taken up into BASF’s corporate database of chemical compounds.
- The Partner shall make reasonable efforts to provide the Material free of charge in quantities necessary (at least 2-8 mg) along with any relevant information required to perform the Preliminary Screening as envisaged. The Material shall be greater than 80% pure as determined by current state-of-the-art analysis. Partner shall provide the Material in BASF tubes (which Partner will receive beforehand) to BASF within 1 (one) month after receiving the notice from BASF on which the selected compounds are listed.
Partner shall make reasonable efforts to re-supply Material (20-50 mg) to BASF on BASF’s request if the respective on-stock amount of the Material is available to Partner e.g. for use in Advanced Screening. Synthesis costs for the re-ordered compound(s) can be reimbursed. If Partner is not capable to provide any or sufficient re-supply amounts of the requested Material to BASF, Partner shall notify BASF accordingly and indicate whether synthesis protocols would be available instead. Any synthesis protocols shall be made available by Partner to BASF upon BASF’s written request within one (1) month after said request.
If Partner has analogues of a compound that BASF would like to evaluate further, Partner shall inform BASF about it accordingly. BASF shall be entitled to ask for the provision of such analogues free of charge in quantities of 2-8 mg from Partner.
The Partner acknowledges that, subject to Partner’s written approval, selected hits from the Preliminary Screening or Advanced Screening will be included in BASF’s philanthropic public health programs against pathogens of human health relevance.
- BASF will diligently provide Partner with a report of the Results. The report of the Results may be revised or updated as additional Results become available to BASF. The Parties agree that as long as BASF regards the evaluation of the Chemical Structure as positive, which BASF shall communicate to Partner accordingly, Partner shall treat the Results in relation to such Chemical Structure as Confidential Information in accordance with Article VIII of the Agreement.
V. MATERIAL TRANSFER; SHIPPING AND APPLICABLE LAWS
- The Partner will package, label, and ship Material in compliance with applicable laws, and as reasonably requested by BASF at BASF’s expense.
- When shipping Material to BASF for evaluation hereunder, Partner agrees to assume all risk for any Material that is lost or damaged while in transit. Should any Material be lost or damaged while in transit, Partner will be provided the opportunity to submit replacement Material.
- If any Material is being transferred across international boundaries, Partner may need to communicate with applicable governmental agencies for any regulations which may apply to the export of such Material from its country. Partner is responsible for determining whether an export license or any other approval is required by law for shipping Material to BASF for the evaluation hereunder. Compliance with laws and regulations in connection with the shipment of Material hereunder shall be the sole obligation of Partner and Partner assures BASF that the Material shall be shipped for evaluation hereunder in compliance with all applicable laws and regulatory
- Partner represents and warrants that, in case the Material is bio-based, the supplied Samples comply with all applicable national and international laws, rules and regulations concerning the access to genetic resources, associated traditional knowledge and the fair and equitable sharing of benefits arising from their utilization, expressly including the country/ies of origin, where access to the genetic resources took place from in situ conditions (i.e. natural habitats, self-sustaining in the wild, or agriculture, however, the latter only if the genetic resource in question has been cultivated in said country already before 1994), as well as any applicable legislation implementing compliance measures in accordance with the Convention on Biological Diversity and The Nagoya Protocol on Access to Genetic Resources and the Fair and Equitable Sharing of Benefits Arising from their Utilization to the Convention on Biological Diversity, expressly including EU Regulation 511/2014 and national legislation derived therefrom. Company shall provide any information and documents required for Company or BASF, respectively, under the aforementioned laws, rules and regulations.
- Partner further represents and warrants, in case the Material is bio-based, that Partner holds the unrestricted rights to provide the Material to BASF for utilization of the Material by BASF as further set out hereunder also in compliance with applicable ABS LEGISLATION.
VI. BASF’S USE OF MATERIALS
The Parties agree that BASF or its Affiliates may use the Material only in connection with the OIP Agro set out hereunder and to treat it as Confidential Information.
The Parties agree that BASF may subcontract third party contractors for re-supply of Material provided that such third-party contractor is bound by a separate undertaking as to secrecy and limited use not less stringent as set out in the Agreement.
BASF will destroy eventual left-over amounts of the provided Material; the Partner agrees that no left-over Material will be returned to Partner.
BASF’s use of the Material shall not prevent Partner from further using its Material in internal research or publication of the results of such internal research. This includes collaboration with external partners outside the field of agriculture.
VII. REPRESENTATIONS AND WARRANTIES
- BASF MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE OIP AGRO. BASF MAKES NO EXPRESS OR IMPLIED WARRANTY AS TO THE ACCURACY OF THE REPORT ON THE RESULTS TO THE PARTNER INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE DATA
- UNLESS OTHERWISE SET OUT IN THIS AGREEMENT, BASF AGREES THAT THE MATERIAL IS BEING SUPPLIED WITH NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE MATERIAL WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY
- Partner will not be liable to BASF for any loss, claim, or demand made by BASF, or made against BASF by any other party, due to or arising from BASF’s use of the Material, except if caused by the gross negligence or willful misconduct of Partner.
- Partner warrants and represents that it is entitled to provide the Chemical Structure and Material to BASF for use in the OIP Agro and that it has the right to enter into this Agreement.
- Concerning all Confidential Information which will be obtained from a Party or its Affiliates under this Agreement, each Party undertakes
- to treat this information as confidential and not to disclose it, or make it otherwise available, to any third parties,
- only to use this information for the purposes according to the terms of this Agreement and, in particular, not to otherwise exploit it commercially,
- to make it available only to those of its or its Affiliates employees who need to have access to such information for the purposes of the Agreement and who are contractually or otherwise obligated to keep it confidential.
- The obligations of Article VIII 1) shall not apply to Confidential Information, which the receiving Party can prove:
- was known to it prior to receipt thereof, or
- was publicly known prior to receipt thereof, or
- became publicly known after receipt thereof without breach of this Agreement, or
- was disclosed to it by a third party which (to the best of its knowledge) was authorized to make such disclosure, or
- has been developed independently by it, without access to and regardless of Confidential Information disclosed by the disclosing Party or its Affiliates.
- Notwithstanding the foregoing, BASF may disclose Confidential Information to a limited number of authorized support individuals including contractors necessary to manage the evaluation who may have access to the location that stores the Chemical Structure of the submitted compounds and such individuals are bound by terms of confidentiality and use substantially similar to those contained
- In case BASF reports to Partner that evaluation of the provided Chemical Structure or Material was negative, so that BASF has no further interest in such provided Chemical Structure or Material, the confidentiality obligations as set out herein shall not apply further for the Results provided to Partner from BASF and Partner may publish such Results in its own discretion using the following language: "Open Innovation Platform Agro screening data supplied by courtesy of BASF SE – used with BASF SE's permission”. Otherwise, Results may only be published by Partner with the prior written approval of BASF; Partner shall acknowledge our program using the following language: "Open Innovation Platform Agro screening data supplied by courtesy of BASF SE – used with BASF SE's permission”.
- The obligations set forth in this Article VIII shall survive any termination of the Agreement for a period of three (3) years from the date of any such termination.
IX. INTELLECTUAL PROPERTY
- BASF agrees that all of Partner’s existing intellectual property rights in the Chemical Structure and Material will remain with the Partner except as set forth by this Agreement or unless agreed otherwise by the Parties in writing.
- Partner agrees that BASF will own all Results and all results of the Advanced Screening and that BASF may elaborate intellectual property rights in relation to the Chemical Structure and the Material as a result of BASF’s independent research and as evidenced by BASF. BASF’s competent documentary records may demonstrate that the Material was previously known to BASF or independently developed by or for BASF without the use of Generally, BASF will not start independent research as to develop new intellectual property or modification of the Chemical Structure or the Material for 2 (two) years following the Option Period.
X. LICENSE AND OPTION
- Partner hereby grants to BASF an exclusive option to negotiate an agreement on further research and development of Material or license agreement on Material upon BASF’s informing Partner in writing about the successful evaluation of Material in Advanced Screening. Such exclusivity is limited to the field of agriculture. Any agreement executed pursuant to the exercise of the option granted hereunder shall be negotiated in good faith within one hundred eighty (180) days (the “Negotiation Period”) after BASF has informed Partner on successful evaluation of Material in Advanced Screening. The Negotiation Period may be extended by mutual agreement of the Parties as long as they continue negotiating in good faith. The Parties acknowledge that if the Parties have not completed an agreement within the Negotiation Period (or any extension thereof), the option no longer exists and Partner shall have no further obligations to BASF with respect to the Chemical Structure and Material.
- BASF grants to Partner the non-exclusive right to use the Results subject to Article VIII of the Agreement (confidentiality) for academic, educational, and scholarly non-commercial research
- The term of the Agreement will begin on the date of last signature by the Parties and will continue until the earlier of a) three (3) years after the date of last signature by the Parties or b) until the termination by a Party upon thirty (30) days written notice to the other Party.
- In case of expiry or termination, the provisions of this Agreement shall continue to survive with respect to any Material then held by BASF, but the Parties shall not transfer any new Material hereunder.
- If individual provisions of the Agreement are or become invalid, this shall not affect the validity of the remaining provisions. In such a case, the Parties undertake to replace the invalid provision by a valid provision coming as close as possible to the economic purpose and intent of the invalid provision.
- Amendments or additions to the Agreement shall be made in writing. This requirement for the written form may, in turn, be waived only by written agreement.
- The Parties agree and consent to the use of electronic signatures rendered via PDF image signatures or an electronic signature service (e. g. AdobeSign) for the purposes of executing the agreement or any amendment thereof. Such electronic signature shall be deemed to have the same full and binding effect as a handwritten signature.
- Neither Party may assign this Agreement or any rights or obligations thereto, in whole or in part, without the prior written consent of the other, except that either Party may assign this Agreement in connection with a merger or to an acquirer of all or substantially all such Party’s assets or business unit relevant to this Agreement or, in case of BASF, to an Affiliate.
- Partner shall have the status of an independent contractor under the Agreement and nothing in the Agreement shall be construed as authorization for either Party to act as agent for the other. BASF shall not incur any liability for any act or failure to act by employees of Partner and Partner shall not incur any liability for any act or failure to act by employees of BASF.