definiens: ( as defined below ) to license any GeneDexPatent Rights, solely for transgenic applications in the [COMPANY] Crops and solely in respect of ( i ) anyCollaboration Hit Homolog belonging to the specific Collaboration Hit Set containing the specific Collaboration HitHomolog or ( ii ) Special Collaboration Hit, in respect of which [COMPANY] delivered the Preferred Mode of Use whichcontained such GeneDex Recommendation . [COMPANY] expressly acknowledges that any such GeneDexRecommendation identified in the preceding sentence is included under the [COMPANY] license grant of EvogeneKnow - How provided in Sections 3.1.1 through 3.1.3 for all transgenic applications in the [COMPANY] Crops . Theprocess applicable to such right of first offer ( ) is as set forth below . Within forty - five ( 45 ) days afterEvogene files a patent application that may constitute a GeneDex Patent Right, [COMPANY] shall inform Monsantothereof in writing and offer [COMPANY] a license to such filing as set forth above in this Section 3.1.5 . Monsantoshall inform [COMPANY] in writing, within one hundred twenty ( 120 ) days of receiving each such offer, whether or notMonsanto wishes to negotiate such a license . In the event that [COMPANY] notifies [COMPANY] that [COMPANY] wishesto enter into such negotiations, the parties shall promptly commence negotiations, exclusively and in good faith, regarding the commercial and economic terms of any such license . If the parties are unable to agree to the termsof any such license after reasonable and good faith negotiations for not less than ninety ( 90 ) days, then Evogeneshall be entitled to enter into a license with a third party, provided such license is on economic and license rightsterms no less favorable to [COMPANY] than the last offer by [COMPANY] to [COMPANY], and provided such third partylicense is executed within six ( 6 ) months of the date the negotiations between [COMPANY] and [COMPANY] areterminated ; thereafter, [COMPANY] ’s GeneDex ROFO applies again, provided that after a period of three ( 3 ) yearsfrom [COMPANY] ’s first notice of a GeneDex ROFO under this Subsection 3.1.5 with respect to a particularGeneDex Recommendation, such GeneDex ROFO shall terminate