SIPA Anti-Trust Policy

ANTITRUST COMPLIANCE POLICY

A. POLICY

Commitment to full compliance with both the letter and the spirit of the antitrust laws is a fundamental commitment of the Seed IP Education and Enforcement Program (herein “Program”). Because the Program brings competitors together to address industry concerns, we must be especially careful not to agree to actions that might be interpreted as anticompetitive.

Guidelines for the pursuit of this commitment are set forth in this statement. In case of any question, a member should consult the Program’s legal counsel as well as its own legal counsel before taking any action. Each member bears its own responsibility for antitrust compliance.

B. GUIDELINES FOR PROGRAM MEETINGS

Procedures

1. An agenda for all meetings will be prepared in advance, offered for adoption by the group (with any changes) at the outset of a meeting, and carefully adhered to.
2. Minutes of all meetings will be prepared, cleared with the Program’s Denver office and circulated to all members. They will be offered for approval at the next meeting.
3. Legal Counsel for the program and/or members will review agenda and minutes in advance and attend meetings involving antitrust-sensitive subjects.

Generally Allowable Activities

The parties anticipate that they will discuss the following generally permissible subjects:

1. Education concerning the benefits to the public and the agricultural industry of innovation in seed technology and the need for protection of such innovation from piracy or other forms of theft.
2. Exchange of information concerning best practices for educating the public and the agricultural community about the benefits of seed technology innovation and of protecting investments in such innovation by preventing piracy or other forms of theft.
3. Development of best practices related to the education and protection of seed innovations for the benefit of the agriculture community.

Forbidden Activities

The members will refrain from the following activities:

1. Discussion of pricing, promotional policies, individual IP licensing policies, or other terms of sale.
2. Discussion or agreements regarding geographic marketing areas or customer allocation.
3. Discussion of any joint action against an alleged infringer, including how or whether participants will do business with such alleged infringer.
4. Discussion of the participants’ individual commercial relationships with any third parties.
5. Discussion of or engagement in any collective action against any competitor, supplier or customer, including boycotts or refusals to deal with any specific grower, seed company, or other input provider.
6. Discussion of joint enforcement of intellectual property.
7. Any of the foregoing activities outside of official proceedings of the Program.
8. Any other activity, which could create the appearance of joint activity in violation federal or state antitrust laws.

C. MEMBERSHIP

Active membership in this Program is open to any firm which is a member of the American Seed Trade Association and which is substantially engaged, in the U.S., Canada or Mexico, in the growing or selling of seed if it has an established place of business in such country. Continuation of membership is conditioned on continuing eligibility and payment of dues. Membership requests may be denied only on the basis of objectively verifiable pre-determined criteria.

Any questions regarding this policy, as well as any concerns regarding activities or discussions at Program meetings, should be promptly brought to the attention of the Program Chairperson or Executive Director.