Cooperative Research And Development Agreement

COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT

No. 58-3K95-M-764





USDA'S AGRICULTURAL RESEARCH SERVICE





eMERGE VISION SYSTEMS, INC.





IOWA STATE UNIVERSITY OF SCIENCE AND TECHNOLOGY





Methods for Detecting Fecal and Ingesta Contamination on Meat































CRIS NO. 3625-32420-001-00D

Log No. 3630-30-00-16377

Term: 3 years CONTENTS





Objective and Approach ................................................. 5 Scientific Interactions ................................................ 5 Ars' Responsibilities .................................................. eMERGE's Responsibilities .............................................. 6 Isu's Responsibilities ................................................. 7 Sharing of Research Results ............................................ 7 Research Exclusion ..................................................... 7 Reports and Records .................................................... 8 Regulatory Approvals ................................................... 8 Confidentiality and Proprietary Property ............................... 8 Publications ........................................................... 10 Use of Name or Endorsements ............................................ 10 Manufacture in the United States ....................................... 10 Indemnity and Liability ................................................ 10 Export Control ......................................................... 11 Relationship of Parties ................................................ 11 Availability of Appropriations ......................................... 11 Force Majeure .......................................................... 12 Termination by Mutual Agreement ........................................ 12 Termination by Mutual Agreement ........................................ 12 Scope of Agreement ..................................................... 13 Amendment .............................................................. 14 Notices and Authorized Agents .......................................... 14 Scientific Representatives ............................................. 15 Disputes ............................................................... 15 Limitation on Ars' Scientific Representative's authority ............... 16 Officials Not to Benefit ............................................... 16 Subcontracting Approval ................................................ 16 Entire Agreement ....................................................... 16 Severability ........................................................... 17 Assignments ............................................................ 17 Subject Inventions ..................................................... 17 Ownership of Inventions ................................................ 18 Subject Inventions ..................................................... 18 Subject Invention Information .......................................... 19 Property Protection Applications ....................................... 19 Headings and Titles .................................................... 19 Ambiguities ............................................................ 20 Term ................................................................... 20 Signatures and Effective Date .......................................... 20 Certifications ......................................................... 21 Estimated Budget ....................................................... 23 Research Plan .......................................................... 24 ARTICLE IV - OBJECTIVE AND APPROACH



4.01 The objective of this Agreement is to evaluate and further develop the

technology described in a US Patent Application Serial No. 09/033, 754,

"Method and System for Detecting Fecal and Ingesta Contamination on the

Carcasses of Meat Animals During and After Slaughter Using Visible

Light Fluorescent Spectroscopy," filed 3 March 1999. ARS will provide

microbial and animal expertise. ISU will provide physical chemistry and

spectroscopy expertise. eMERGE will provide design and engineering

expertise and will construct prototype instruments. All parties will

participate in the testing and evaluation of the prototype instruments

for their ability to detect fecal and ingesta contamination on meat.



4.02 The approaches to be used by ARS are to:



Share the knowledge gained thus far on the use of spectroscopy to

detect fecal material and ingesta on meat and to join with ISU and

eMERGE to evaluate and enhance its practical application.



4.03 The approaches to be used by eMERGE are to:



Design and construct prototype instruments adjoin with ARS and ISU to

evaluate its practical application in the detection of fecal material

and ingesta on meat.



4.04 The approaches to be used by ISU are to:



Share the knowledge gained thus far on the use of spectroscopy to

detect fecal material and ingesta on meat and to join with ARS and

eMERGE to evaluate and enhance its practical application.





ARTICLE V - SCIENTIFIC INTERACTIONS



5.01 Frequent and effective communication is essential to the successful

accomplishment of the objectives of this Agreement. To this end, the

scientific representatives of ARS, ISU and eMERGE shall meet at least

once every six (6) months to exchange results, perform critiques and

make plans and recommendations.



a. Any such plan or recommendation that is outside the Scope of

Agreement shall be reduced to writing and referred to the

management of each party for appropriate action.



b. Any such plan or recommendation so referred shall not be

binding on either party unless incorporated into this

Agreement by amendment.





ARTICLE VI - ARS' RESPONSIBILITIES



6.01 Using approaches herein described in Section 4.02, provide expertise in

the microbiology, physiology and metabolism of the gastrointestinal



6.02 Provide biological samples and animals as necessary and mutually agreed

upon to evaluate the prototype instrument(s) developed by eMERGE to

detect fecal material and ingesta on meat.



6.03 Permit ISU and eMERGE scientific personnel assigned to this cooperative

effort entrance to and exit from ARS facilities as needed and agreed.



6.04 Assign personnel, equipment, supplies, transportation, and facilities

as needed and available to meet its responsibilities hereunder, such

resources to remain the property of ARS.





ARTICLE VII - eMERGE'S RESPONSIBILITIES



7.01 Using approaches herein described in Section 4.03, design and produce a

prototype and a commercially feasible fecal and ingesta detection

instrument and evaluate with ARS and ISU its usefulness under practical



7.02 Conduct market surveys in support of a commercialization strategy for

the above mentioned fecal and ingesta detection instrument.



7.03 Explore the regulatory issues regarding the adoption of the

above-mentioned fecal and ingesta detection instrument.



7.04 Permit ISU and ARS scientific personnel assigned to this cooperative

effort entrance to and exit from eMERGE facilities as needed and



7.05 Assign personnel, equipment, supplies, transportation, and facilities

as needed and available to meet its responsibilities hereunder, such

resources to remain the property of eMERGE.



7.06 Pay $150,000 to ISU, as follows:



a. $50,000 within thirty (30) days of final signature of this

Agreement;



b. $50,000 within thirty (30) days after the completion of the first

year of this Agreement;







c. $50,000 within thirty (30) days after the completion of the

second year of this Agreement.



Make checks or money orders out to the "Iowa State University of

Science and Technology," cite Agreement No. 58-3K95-M-764 thereon and

send to:



Contracts and Grants Office

213 Beardshear Hall

Iowa State University

Ames, IA 50011-2041.





ARTICLE VIII - ISU'S RESPONSIBILITIES



8.01 Using approaches herein described in Section 4.04, provide physical

chemistry and spectroscopy expertise as needed by eMERGE in the design

of the prototype fecal and ingesta detection instrument and participate

with ARS and eMERGE in evaluating its ability to detect fecal

contamination and ingesta on meat.



8.02 Permit ARS and eMERGE scientific personnel assigned to this cooperative

effort entrance to and exit from ISU facilities as needed and agreed.



8.03 Assign personnel, equipment, supplies, transportation, and facilities

as needed and available to meet its responsibilities hereunder, such

resources to remain the property of ISU.





ARTICLE IX - SHARING OF RESEARCH RESULTS



9.01 The results of this Agreement and research data which are collected,

compiled and evaluated under this Agreement shall be shared and

mutually exchanged by ARS, eMERGE and ISU.





ARTICLE X - RESEARCH EXCLUSION



10.01 The results of this Agreement shall be made available to others for

bona find research purposes if confidentiality is not breached and

Subject Inventions or the pending patent application described in

Section 4.01 are not infringed.







ARTICLE XI - REPORTS AND RECORDS



11.01 Each party shall keep complete records relating to this research. All

such records shall be available for inspection by the other parties at

reasonable times.



11.02 The records, or true copies of them shall be delivered to the other

parties upon request.



11.03 Written progress reports shall be supplied by each party to the other

parties at least fifteen (15) calendar days prior to each semiannual



11.04 A final report summarizing all data shall be submitted by each party to

the other parties within sixty (60) days of the completion of this





ARTICLE XII - REGULATORY APPROVALS



12.01 Each party is joined and separately responsible for obtaining

appropriate opinions, permits, or licenses from Federal or State

agencies which research materials that each may contribute to or may

result from the performance of this Agreement.



12.02 eMERGE is responsible for obtaining appropriate opinions, permits, or

licenses from Federal or State agencies which regulate commercial

products that may arise from the research work performed within the

Scope of Agreement.





ARTICLE XIII - CONFIDENTIALITY AND PROPRIETARY PROPERTY



13.01 Trade secrets or commercial or financial information, hereinafter

referred to as Confidential Information, that is privileged or

confidential, under the meaning of 5 USC 552(b)(4), which is obtained

by one party from another in the conduct of research under this

Agreement shall not be disclosed to any third party without prior

written permission of the disclosing party. Each party should use the

same degree or care in safeguarding the Confidential Information of the

other party as it uses for its own Confidential Information, but in no

event less than reasonable care. Also, disclosure of Confidential

Information should be on a need-to-know basis.



13.02 Information and sample materials submitted or created under this

Agreement and permanently labeled "confidential" or "proprietary" but

the submitter or creator shall be deemed to be Confidential



13.03 To the extent one party orally submits its Confidential Information to

the other parties, the submitting party will prepare a document marked

"CONFIDENTIAL" embodying or





identifying in reasonable detail such orally submitted Confidential

Information and provide the document to the other parties.



13.04 Confidential Information and sample materials submitted under this

Agreement shall not be disclosed or transferred to a party other than a

party to this Agreement without permission from the submitter or

13.05 A party hereto shall be bound by confidentiality unless the information

or sample material received from another party:



a. Already are available to the public or known to the recipient;



b. Become available to the public through no fault of the recipient, or



c. Are nonconfidentialy received from another party legally entitled to



13.06 Proprietary Material Property



a. Proprietary Material Property means individually and

collectively, without limitation, computer software, computer

simulations, arrays, germplasm, cultures, cell lines, plants,

plant parts, seeds, pollen, proteins, peptides, and

metabolites, DNA and RNA sequences, genes, probes and



b. Any Proprietary Material Property which is supplied under this

agreement by a party, including materials embodying or

embodied by such Proprietary Material Property, shall remain

the sole property of the supplying party and no right or

license to any such Proprietary Materials Property will be

created by virtue of this Agreement, EXCEPT: as authorized by

15 USC 3710a(a)(2).



c. With respect to Proprietary Material Property supplied to the

Agreement by any party and as authorized by 15 USC

3710a(c)(7)(A):



(1) Such Proprietary Material Property is

supplied and may be used, solely for

research purposes and only as expressly

provided herein;



(2) Such Proprietary Material Property shall not

be transferred to any third party without

the prior written consent of the supplying

party; and



(3) At expiration or termination of this

Agreement, all Proprietary Material Property

shall be returned or destroyed, at the

option of the supplying party, and the

receiving party shall cease using and make

no further use of all Proprietary Material

Property provided by the supplying party,

unless otherwise agreed in writing by both







ARTICLE XIV - PUBLICATIONS



14.01 Subject to the requirements of the confidentiality and preservation of

invention rights, any party hereto may publish the results under the

Agreement, PROVIDED;



a. The other parties are allowed to review the manuscript at

least sixty (60) days prior to submission for publication;



b. Such publications shall acknowledge this Agreement and the

contributions of each party's personnel.



14.02 The final decision as to the publication content rests with the author of the publication.



14.03 Publication and/or other disclosure of the results of this Agreement

shall be delayed as necessary to preserve both United States of America

and foreign patent rights in a Subject Invention, PROVIDED: the

requesting party demonstrates promptness and diligence in seeking

patent protection on the Invention.





ARTICLE XV - USE OF NAME OR ENDORSEMENTS



15.01 By entering into this Agreement, neither ARS nor ISU directly or

indirectly endorse any product or service provided or to be provided,

whether directly or indirectly related to this Agreement or the results

of this Agreement.



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