Exhibit 10.3


 


Confidential Treatment has been requested for
portions of this exhibit. The copy filed herewith omits the information subject
to the confidentiality request. Omissions are designated as “***”. A complete
version of this exhibit has been filed separately with the Securities and
Exchange Commission.


 


LICENSE AGREEMENT


 


 


between


 


 


BAYER CROPSCIENCE AG


 


 


and


 


 


SENESCO TECHNOLOGIES, INC.


 


	
  Initials LICENSEE:

  	
   

  	
  Initials SENESCO:

  



 


1

















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  INTRODUCTION OF THE PARTIES

  	
   

  	
  2

  
	
  2.

  	
   

  	
  PREAMBLE

  	
   

  	
  2

  
	
  3.

  	
   

  	
  DEFINITIONS

  	
   

  	
  2

  
	
  4.

  	
   

  	
  LICENSE GRANT

  	
   

  	
  4

  
	
  5.

  	
   

  	
  IMPROVEMENT

  	
   

  	
  5

  
	
  6.

  	
   

  	
  SUBLICENSE GRANT

  	
   

  	
  5

  
	
  7.

  	
   

  	
  REPORTS

  	
   

  	
  6

  
	
  8.

  	
   

  	
  TRANSFER OF TANGIBLES AND INFORMATION

  	
   

  	
  6

  
	
  9.

  	
   

  	
  MAINTENANCE AND ENFORCEMENT OF PATENTS

  	
   

  	
  6

  
	
  10.

  	
   

  	
  BEST EFFORTS

  	
   

  	
  8

  
	
  11.

  	
   

  	
  CONSIDERATION

  	
   

  	
  8

  
	
  12.

  	
   

  	
  LIMITED WARRANTY. LIMITATION OF LIABILITY

  	
   

  	
  10

  
	
  13.

  	
   

  	
  CONFIDENTIALITY – PUBLICATIONS

  	
   

  	
  11

  
	
  14.

  	
   

  	
  GENERAL PROVISIONS

  	
   

  	
  12

  
	
  15.

  	
   

  	
  TERMINATION DURATION

  	
   

  	
  15

  



 


 


	
  ANNEX I:

  	
   

  	
  Licensed Patents

  
	
  ANNEX II:

  	
   

  	
  Licensed Know-How

  



 


2

















 


LICENSE AGREEMENT


 


1.             INTRODUCTION OF THE PARTIES


 


This Agreement is made
effective the 17th day of September 2007, (the “Effective Date”), by and
between:


 


Bayer CropScience AG,

having its registered office at

Alfred-Nobel-Strasse 50,

40789 Monheim,

Germany

(hereinafter referred to as “LICENSEE”)


 


and


 


Senesco Technologies, Inc.,

having its registered office at

303 George Street, Suite 420

New Brunswick, NJ 08901

United States of America

(hereinafter referred to as “SENESCO”)


 


2.             PREAMBLE


 


WHEREAS SENESCO has
developed certain technology related to conferring useful traits, particularly
increased seed Yield, in plants based on modulating the gene expression of
eukaryotic translation initiation factor 5A (“eIF-5A”);


 


WHEREAS LICENSEE desires to
obtain an exclusive license under the Patents and Know-How as hereinafter
defined for research and development and for commercialization of certain
Products as hereinafter defined;


 


NOW THEREFORE, in consideration
of the mutual covenants and agreements set forth below, the Parties HEREBY
AGREE as follows:


 


3.             DEFINITIONS


 


In this Agreement the
following words and expressions shall have the following meaning:


 


3.1           “Agreement”: this agreement, which includes
the preamble and the ANNEXES.


 


3.2           “ANNEX”: the documents marked “ANNEX” and
which form part of this Agreement.


 


3.3           “Affiliate”: any company controlled by, or
under common control with, or controlling LICENSEE, “control” meaning in this
context the direct or indirect ownership of at least forty-nine per cent (49 %)
of the voting stock/shares of a company, or the power to nominate at least half
of the directors, or the power otherwise to determine the policy of a company.


 


3.4           “Effective Date”: the date first written
above.


 


3

















 


3.5           “Genes”: the eIF-5A gene described in the
Licensed Patents filed by SENESCO, and its Orthologs in the form of a chimeric
gene to be introduced in Rice. “Ortholog” means any protein having *** or more
overall identity with the protein encoded by the selected base Gene.


 


3.6           “Hybrid”: a BAYER’s best considered hybrid
rice.


 


3.7           “Licensed Patents”: all Patents a) owned by
SENESCO and b) licensed-in, with the right to grant sublicenses, by SENESCO,
which relate to the Licensed Technology, including, without limitation, those
Patents listed in ANNEX I.


 


3.8           “Licensed Know-How”: all information,
sequences, data, results, knowledge, biological material, processes, protocols
and/or algorithms in the possession of SENESCO existing on or before the
Effective Date which a) is not generally available, b) that relates to the use
of Licensed Technology in Arabidopsis and RICE and c) is transferred to
LICENSEE identified as “Know How”. Licensed Know How will be listed in ANNEX
II and will be subject to the confidentiality obligations as set out in
Article 13.


 


3.9           “Licensed Technology”: methods and means to
modulate expression of eIF-5A.


 


3.10         “License Income”: the amounts of royalties
and/or lump sum fees effectively received by LICENSEE from a third party other
than an Affiliate as a remuneration for the grant of a sublicense, without
transfer of biological materials, under the Licensed Patents and/or the
Licensed Know-How.


 


3.11         “Net Sales”: the total amounts received by
LICENSEE for the sale of a Product to any third party (namely, not a LICENSEE
entity) ***.


 


3.12         “Parties”: the parties to this Agreement and “Party”
means one of them.


 


3.13         “Patent”: any pending patent application(s)
and unexpired patent(s) in any country, and any unexpired patent that
subsequently issues upon any patent application and including all patents that
issue on all divisions, continuations, continuations-in-part, reissues,
reexaminations, extensions, Supplementary Protection Certificates, which have
not been adjudicated to be invalid or unenforceable in an unappealable or
unappealed decision of the applicable patent office or court of competent
jurisdiction.


 


3.14         “Product”: any and all Hybrid RICE which
contains the Gene, and which would infringe at least one Valid Claim of the
Licensed Patents in the absence of a license under this Agreement.


 


3.15         “Product Launch”: first commercial sale to a
third party of the first Product to be commercialized.


 


3.16         “Proof of Phenotype”: ***.


 


3.17         “Regulatory Clearance”: ***.


 


3.18         “Rice”: Oryza sativa sp.


 


4

















 


3.19         “Territory”: worldwide.


 


3.20         “Valid Claim”: any claim of an issued and
unexpired Patent that has not been finally rejected or declared invalid by a
patent office or court of competent jurisdiction by a decision which is
unappealable or unappealed, or which has not been revoked by an agency of
competent jurisdiction.


 


3.21         “Value Captured”: ***.


 


3.22         “Yield”: The grain quantity harvested from
the field per unit area.


 


3.23         “Yield Increase Percentage”: ***.


 


4.             LICENSE GRANT


 


4.1           SENESCO hereby grants to LICENSEE, an
exclusive worldwide license for RICE under the Licensed Patents and the
Licensed Know-How to use the Licensed Technology to make, have made, sell, have
sold, offer for sale, have offered for sale, import, and use Products in the
Territory and, to otherwise practice and use Licensed Technology.


 


4.2           For the avoidance of doubt, it is stated
expressly that the license granted in Article 4.1 includes the right for
LICENSEE and its Affiliates to subcontract the implementation of activities
covered by the license under responsibility of LICENSEE or its Affiliates,
provided that the subcontractor shall implement such activities for the sole
benefit and under the supervision of LICENSEE or its Affiliates.


 


5.             IMPROVEMENT


 


5.1           LICENSEE shall be the owner of the
proprietary rights in all results obtained and inventions made by LICENSEE or
any of its AFFILIATES by using the Licensed Technology, Licensed Know How,
Licensed Patents under the terms and during the course of this Agreement
(hereinafter “Licensee Improvement”), and has the right to protect these
Licensee Improvements by any means LICENSEE deems appropriate including filing patent
applications in relation thereto.


 


5.2           LICENSEE grants SENESCO a fully paid up
royalty free non-exclusive license on any Licensee Improvement to the Licensed
Technology developed by Licensee and/or its Affiliates through use in whole or
in part of the Licensed Patents, Licensed Know-How and/or Licensed Technology
for use outside RICE and outside the following crops: ***.


 


5.3           Without prejudice to the provisions regarding
improvement set forth in the license agreement dated November 8, 2006 regarding
brassica and the license agreement dated July 17, 2007 regarding cotton, for
purposes of this articles, a Licensee Improvement which is subject to this
Article 5 shall mean an invention, whether protected by Patents or not, that is
only directed to the improved or optimized expression of eIF-5Ain plants (such
as novel eIF-5A genes, novel chimeric genes involving eIF-5A) and shall
specifically not include an invention made by Licensee that is applicable to
the expression of a broader class of genes. In addition, any invention made by
Licensee by using the Licensed Technology to the extent that it is directed or
is applied in relation to RICE shall always be a Licensee Improvement.


 


5

















 


6.             SUBLICENSE GRANT


 


From the Effective Date,
LICENSEE is entitled to grant written sublicenses under the Licensed Patents
and Licensed Know-How as licensed under this Agreement, solely in RICE, to its
Affiliates and any third party.


 


7.             REPORTS


 


Upon the first (1st)
anniversary date of this Agreement and every year thereafter LICENSEE shall
provide to SENESCO an annual written report with an overview of the annual
License Income for that respective year.


 


8.             TRANSFER OF TANGIBLES AND INFORMATION


 


Within eight (8) days from
the Effective Date, SENESCO shall provide at no cost materials and data
pertaining to the Licensed Patents and Licensed Know-How available to SENESCO
for LICENSEE’s use in development of Products.


 


With respect to Licensed
Patents SENESCO shall promptly inform LICENSEE of any new patent applications
that are filed related to Licensed Technology and shall provide status updates
on the Licensed Patents on an annual basis.


 


9.             MAINTENANCE AND ENFORCEMENT OF PATENTS


 


9.1           SENESCO shall have the right to file,
prosecute, maintain and defend, at its own discretion and at its own cost, any
and all Licensed Patents. However, SENESCO shall use its best efforts to have
patents granted with a scope covering the Licensed Technology and its use in
RICE at least in *** to the extent that securing patent protection for any part
of the Licensed Patents in these countries is still possible at the Effective
Date. If at any time and for whatever reason SENESCO decides to abandon or
withdraw any of the Licensed Patents pertaining to any of the above mentioned
countries without the remainder of the Licensed Patents in that country
providing such scope, SENESCO shall provide LICENSEE notice of its intent
hereof. If LICENSEE agrees that the Licensed Patents that would remain in such
country after such abandonment or withdrawal would not or could not
sufficiently cover the Licensed Technology and its use in RICE in such country,
LICENSEE may object to such abandonment or withdrawal in which case SENESCO
shall continue to prosecute, maintain and/or defend such Licensed Patent that
it intended to abandon or withdraw. In case such Licensed Patent is a pending
patent application or an issued patent that is challenged by a third party,
SENESCO may request LICENSEE to assist in the prosecution and/or defense of
such Licensed Patent after which, in the absence of a joint decision by the
Parties otherwise, LICENSEE will use its best efforts to provide such
assistance at its own cost. At least once a year SENESCO will provide to
LICENSEE a status update of the Licensed Patents in the abovementioned countries
with a copy of all the claims that are pending or issued in all Licensed
Patents in such country.


 


9.2           As soon as SENESCO has filed, or has obtained
rights on, a new Licensed Patent which contains information or data not
contained in a Licensed Patent which is already published or previously
communicated by SENESCO to LICENSEE, SENESCO shall provide LICENSEE with a copy
of such Licensed Patent (for instance a patent application on a new invention
related to the Licensed Technology). Such Licensed


 


6

















 


Patent
and all information and data contained therein shall be subject to the
confidentiality obligations of Article 13.


 


9.3           SENESCO shall not have the right to
voluntarily terminate any license to a Patent of the Licensed Patent which it
has licensed from a third party and which is sublicensed to Licensee pursuant
to this Agreement. However, nothing in this paragraph shall interfere with
SENESCO’s rights to terminate such license under circumstances where this
Agreement is terminated under the provisions of Article 15.


 


9.4           Either Party shall notify the other Party
promptly in writing of any act of infringement of the Licensed Patents.


 


With regard to any acts of
infringement of the Licensed Patents involving the use of Licensed Technology
in RICE, LICENSEE will have the exclusive right and will be solely responsible
for taking any action or suit for patent infringement of the Licensed Patents
against such acts and to conduct such action or suit in accordance with its
best judgment and at its own cost. Such right shall include the right to enter
into settlements involving the Licensed Patents but only in so far as the terms
and conditions of such settlement have effect solely with regard to the use of
Licensed Technology in RICE. Upon LICENSEE’s request, SENESCO shall provide
reasonable assistance to LICENSEE in connection with such action or suit and
SENESCO shall sign such documents as may be required by applicable law in order
to allow LICENSEE to exercise its right to bring and/or conduct an action or
suit pursuant to this Article 9.4. LICENSEE will reimburse SENESCO for any
reasonable out of pocket expenses, which are documented in writing, incurred by
SENESCO for rendering such assistance. LICENSEE will keep SENESCO continuously
informed of any actions or suits pursuant to this subparagraph of this Article
9.4. SENESCO shall have the right to participate in all decisions and actions
concerning the validity of any Licensed Patent claim, including the right to
join as a party any such action for infringement brought by or against LICENSEE
where a defense or claim of patent invalidity or unenforceability has been or
will be raised. SENESCO shall have the right to retain to its own counsel for
the purpose of defending the validity or enforceability of any Licensed Patent
claim. Any costs incurred by SENESCO in relation to this involvement will be
born by SENESCO.


 


With regard to any acts of
infringement of the Licensed Patents involving the use of the Licensed
Technology in plants other than RICE, SENESCO shall have the exclusive right
and will be solely responsible for initiating and conducting any action or suit
for patent infringement of the Licensed Patents against such acts and to
conduct such action or suit in accordance with its best judgment and at its own
cost and LICENSEE will have no obligations with regard to such action or suit.


 


10.           BEST EFFORTS


 


LICENSEE shall use its best
efforts to develop and commercialize Products incorporating the Licensed
Technology.


 


7

















 


11.           CONSIDERATION


 


11.1         Milestone payments


 


LICENSEE agrees to pay to SENESCO milestone fees in
the amount of:


a.     at signature: $***;


b.     at Proof of Phenotype in the field in an *** $ ***; and


c.     at Proof of Phenotype in the field in a *** $ ***; and


d.     at submission to the relevant authority of first regulatory package for
the first Product for which regulatory approval is sought for commercialization
in the first country: $***; and


e.     at Regulatory Clearance in the first country: $US ***.


 


The milestone payments
contemplated in this Article are due within thirty (30) days after the specific
milestone has been reached.


 


11.2         Royalties


 


11.2.1.     Upon Product Launch LICENSEE will pay to SENESCO a royalty based on
Yield increase attributable to Licensed Technology and Licensee Improvement in
that Product. Such *** shall consist of *** by LICENSEE. However, *** by
LICENSEE to growers for ***will be *** from ***.


 


11.2.2.     Performance Based Royalty. In consideration of the license under the Licensed
Patents granted herein and of the undertakings of SENESCO hereunder, LICENSEE
shall pay to SENESCO a royalty with respect to each Product sold equal to the
percentage set forth below of the *** by LICENSEE that is applicable to such
Product, such royalty rate to be determined in accordance with *** attributable
to the Product (determined as set forth in Article 11.6 below) as set forth
below.


 


Such
performance-based royalty fees will be as follows:


 


a.             Yield Increase Percentage ***;


b.             Yield Increase Percentage equal or greater
than *** : *** on the *** by LICENSEE;


c.             Yield Increase Percentage equal to or greater
than *** : *** on the *** by LICENSEE;


d.             Yield Increase Percentage equal to or greater
than *** : *** on the *** by LICENSEE.


e.             Yield Increase Percentage equal to or greater
than *** : *** on the *** by LICENSEE;


 


11.2.3.     The royalties due pursuant to this Article 11.2 shall be payable on a country
by country basis until the expiration of the last to expire of the Patents
within such Licensed Patents in such country.


 


11.2.4.     Each Party shall use reasonable and legal efforts to reduce tax on withholding
payments to be made to the other Party. If tax withholdings under the laws of
any country are required with respect to payments to the other Party, each
Party may


 


8

















 


reduce such payment by the amount of such required
withholding and then transfer it to the appropriate government authority.


 


11.3         LICENSEE will pay to SENESCO *** of any
License Income.


 


11.4         Both Parties acknowledge that in case of
early termination by LICENSEE pursuant to Article 15.3, no more further
payments are due under this Article 11.


 


11.5         Payments shall be made by LICENSEE in US
Dollars (US$), to a bank account to be designated by SENESCO. If LICENSEE is
required by law to retain withholding taxes, the Parties shall co-operate to
complete the documents required by applicable laws or double tax treaties.


 


11.6         Determination of Yield Increase, Value
Captured and License Income.
The LICENSEE determines the values of Yield Increase Percentage, Value Captured
by LICENSEE and License Income. Yield Increase Percentage will be determined ***,
if relevant, prior to commercial launch. In the event that SENESCO does not
agree with any of the aforesaid values, it may require a process of
determination by expert opinion, in accordance with the procedure provided
below.


 


After notice of SENESCO is delivered to LICENSEE, the Parties will
agree on an acceptable independent expert. LICENSEE and SENESCO shall then each
present to the expert their proposed values for Yield Increase Percentage,
Value Captured by LICENSEE and/or License Income, as applicable, and the
rationales and data used for determining such value. Such submission will be
made no later than *** from the original requirement for determination.
LICENSEE will pay, with its submission, the remuneration amount resulting from
LICENSEE’s proposed values. In respect of each value on which determination was
requested, the expert will adopt, without any modification, the value proposed
by either LICENSEE or SENESCO which is closest to the expert’s assessment of
the correct value. The selection of the expert will be binding on the Parties
as if both of them have consented to it; where applicable, LICENSEE will pay
the excess within 15 days of the expert determination. SENESCO shall bear the
costs relating to the expert’s services unless the expert’s assessment of the
value differs from LICENSEE’s by more than 5%, in which case LICENSEE shall
reimburse SENESCO for all reasonable expert costs evidenced by invoices.
SENESCO shall bear the costs relating to the expert’s services unless the
expert’s assessment of the Value Captured and License Income value(s) differs
from LICENSEE’s by more than 10%, in which case LICENSEE shall reimburse
SENESCO for all reasonable expert costs evidenced by invoices.


 


12.           LIMITED WARRANTY. LIMITATION OF LIABILITY


 


12.1         SENESCO represents and warrants that:


 


12.1.1.     SENESCO has the power, authority and capacity to enter into this Agreement
and the right to grant the license herein granted;


 


12.1.2.     Nothing in this Agreement shall be construed as a warranty or representation
as to the validity of any Patent;


 


12.1.3.     Nothing in this Agreement shall be construed as a warranty or representation
that anything developed, made, used, imported, or sold under any license under
this


 


9

















 


Agreement is or will be free from infringement of
domestic or foreign patents of third parties.


 


12.2         LICENSEE represents and warrants that
LICENSEE has the right to enter into this Agreement and perform its obligations
hereunder.


 


12.3         Nothing in this Agreement shall be deemed to
be or construed as conferring by implication or otherwise any license or rights
under any patents of SENESCO other than under the Licensed Patents, provided
however that SENESCO will not assert any patent rights owned or licensed in by
SENESCO 1) against LICENSEE’s legitimate use of the Licensed Technology and
Licensed Know-How in the framework of its research and development activities
under this Agreement and 2) against the commercial use of any product for which
remuneration is paid, or is expected to be paid pursuant to Article 11.2 of
this Agreement. For the avoidance of doubt, a Product incorporating a Licensee
Improvement will be subject to the payment of a Product Launch fee in
accordance with Article 11.2.


 


12.4         Neither Party shall be liable for any
indirect, special, incidental or consequential damages in connection with this
Agreement and its implementation.


 


12.5         LICENSEE does not guarantee that its
activities pursuant to this Agreement will lead to any specific result.


 


12.6         LICENSEE shall not be liable for the
consequences of its decisions or actions under Article 9 except for gross
negligence and willful misconduct.


 


12.7         SENESCO makes no express or implied
warranties of merchantability or fitness for a particular purpose with respect
to the invention.


 


13.           CONFIDENTIALITY – PUBLICATIONS


 


13.1         Each Party (the “Receiving Party”) will keep
any information and material or part thereof received from the other Party (the
“Disclosing Party”) or accrued by the Receiving Party pursuant to this
Agreement (including development reports) strictly confidential and will not
disclose same to any other party, except to those employees or consultants of
the Receiving Party or its Affiliates (with respect to LICENSEE) to whom it
will be strictly necessary to grant access thereto for the purpose referred to
in this Agreement, and who have executed undertakings securing their compliance
with this Agreement.


 


However, the foregoing confidentiality obligations shall not apply to
information or material which:


 


•      was in the Receiving Party’s
and/or its Affiliates’ (with respect to LICENSEE) possession and at its free
disposal prior to disclosure by the Disclosing Party as evidenced by written
records then in the possession of the Receiving Party; or


•      was in the public domain at
the time of disclosure by the Disclosing Party; or


•      subsequently comes into the
public domain through no fault, action or omission of the Receiving Party; or


•      becomes available to
Receiving Party without any obligation of confidence from a third party having
the right to transmit same;


•      is required to be disclosed
in order to permit commercialization activities in accordance with the license
granted by SENESCO pursuant to Article 4.1.;


 


10

















 


•      is developed independently
by the Receiving Party without reference to the Disclosing Party’s information
or material.


 


13.2         The foregoing shall not prevent LICENSEE from
making available information received from SENESCO to patent attorneys and
patent offices when filing, prosecuting, maintaining and defending patent
applications pursuant to this Agreement.


 


13.3         The foregoing shall not prevent SENESCO from
issuing press releases concerning the existence of this Agreement and progress
made under this Agreement. However, a draft of any such press release shall
first be made available to LICENSEE at least one (1) week prior to such
publication for LICENSEE’s approval as to its content, such approval not to be
unreasonably withheld. Both Parties acknowledge that no press release will be
issued before this Agreement is fully and duly executed by all Parties.


 


13.4         The foregoing shall not prevent either Party
to disclose information in order to comply with any applicable law or if
required to do so by order of any court or other judicial or administrative
body, including the SEC, provided that prior to making such disclosure the
receiving Party gives the disclosing Party notice of the requirement of
disclosure and the information to be disclosed and the opportunity if available
to seek a protective order.


 


14.           GENERAL PROVISIONS


 


14.1         Notices


 


14.1.1.     Any notice or other communication given under this Agreement must be in
writing in the English language and signed by or on behalf of the Party giving
it and must be served by one of the following methods:


 


a.             delivering it personally;


 


b.             sending it by pre-paid recorded delivery or
registered post or by registered airmail;


 


c.             sending it by fax;


 


d.             to the address and for the attention of the
relevant Party specified hereinafter (or as otherwise notified by that Party
for the purpose of this Agreement).


 


14.1.2.     A notice will be deemed to have been received:


 


a.             if delivered personally, at the time of
delivery;


 


b.             in the case of pre-paid recorded delivery or
registered post, 48 hours from the date of posting;


 


c.             in the case of fax at the time of
transmission;


 


provided that if deemed receipt occurs before 9am (local time) on a Business
Day the notice will be deemed to have been received at 9am (local time) on that
day, and if deemed receipt occurs after 5pm (local time) on a Business day, or
on a day which is not a Business Day, the notice will be deemed to have been
received


 


11

















 


at 9am (local time) on the next Business Day. For the purpose of this
clause, “Business Day” means any day which is not a Saturday, a Sunday, or a
public holiday in the place at or to which the notice is left or sent.


 


14.1.3.     The addresses and fax numbers of the Parties for the purpose of this Article
14.1 are:


 


for LICENSEE:

Bayer CropScience AG

Alfred-Nobel-Strasse 50,

40789 Monheim

Germany

Attention: General Counsel

Fax number: ++ 49 2173/38 51 43


 


With a copy to:

Bayer BioScience N.V.

Technologiepark 38

9052 Gent

Belgium

Attention: Managing Director

Fax number: ++32 9/223 38 55


 


for SENESCO:

Senesco Technologies, Inc

303 George St., Suite 420

New Brunswick, NJ 08901

United States of America

Attention: Sascha Fedyszyn, Vice President Corporate Development

Fax number: ++ 1 (732) 296-9292


 


or such other address or facsimile number as may be notified from time to
time by the relevant Party to the other Party.


 


14.1.4.     To prove service it will be sufficient to prove that:


 


a.             the envelop containing the notice was
addressed to the address of the relevant Party set out in Article 14.1.3 or as
otherwise notified in writing by that Party for the purpose of this Agreement
and delivered either to that address or into the custody of the postal authorities
as a pre-paid recorded delivery, registered post or airmail letter; or


 


b.             the notice was transmitted by fax to the fax
number of the relevant Party set out in Article 14.1.3 or as otherwise notified
in writing by that Party.


 


14.1.5.     For the avoidance of doubt, notice given under this Agreement will not
be validly served if sent by e-mail.


 


12

















 


14.2         Applicable law and Arbitration


 


The Agreement shall be
governed by and construed in accordance with the laws of the United States and
the State of New Jersey. All disputes arising in connection with the present
Agreement shall be resolved in the state and/or federal courts in New Jersey.


 


14.3         Entireness of Covenants


 


This Agreement including its
ANNEXES, when dated and signed by each of the Parties, form an indivisible
whole, comprising the entireness of what has been agreed between the Parties in
connection with the subject matter of this Agreement and replacing and
superseding all prior covenants between the Parties relating to the subject
matter of this Agreement.


 


14.4         Amendments


 


This Agreement may be
amended only by a written document signed by duly authorized representatives of
the Parties.


 


14.5         Number of Copies


 


This Agreement is being
executed in two (2) copies. Each of those copies shall be deemed to be an
original and each Party shall retain such a signed original.


 


14.6         Descriptive Headings


 


The descriptive headings in
this Agreement are for convenience only and shall not be interpreted so as to
limit or affect in any way the meaning of the language in the pertaining
Article, Section, Paragraph or Sub-paragraph.


 


14.7         Assignability


 


14.7.1.     Neither Party shall have the right to assign its rights and/or
obligations under this Agreement to any third party without the prior written
consent of the other Party, except as expressly stated in this Agreement.


 


14.7.2.     SENESCO shall have the right to assign its rights and obligations under
this Agreement to any entity that acquires all or substantially all of its
assets.


 


14.7.3.     LICENSEE shall have the right to assign its rights and obligations
under this Agreement to its Affiliates or successors, and SENESCO hereby consents
to such assignment.


 


14.8         Severability


 


Should any provision of this
Agreement be illegal, invalid or unenforceable under applicable law, the
remaining provisions of this Agreement shall be construed as if such illegal,
invalid or unenforceable provision had not been contained herein. The Parties
shall attempt to negotiate a provision replacing such provision and providing comparable
benefits to each Party, but in the event that such negotiations relating to any
such provision that is material do not result in agreement within ninety (90)  days, either Party shall have the right to
terminate this Agreement by ninety (90) days written notice to the other Party.


 


13

















 


14.9         No Strict Construction


 


The language used in this
Agreement shall be deemed to be the language chosen by both Parties hereto to
express their mutual intent and no rule of strict construction against either
Party shall apply to any term or condition of this Agreement.


 


14.10       Relationship of Parties


 


Nothing contained in this
Agreement shall be construed as creating a partnership, joint venture, agency,
franchise or an association of any kind between the Parties or otherwise.


 


14.11       Authorities


 


The persons signing on
behalf of SENESCO and LICENSEE hereby warrant and represent that they have
authority to execute this Agreement on behalf of the party for whom they have
signed.


 


15.           TERMINATION DURATION


 


15.1         This Agreement shall enter into force on the
Effective Date and shall remain in full force and effect until the expiration
of the last to expire Licensed Patents or until all Licensed Know-How has
become part of the public domain whichever is later, except if terminated
prematurely as set forth hereinafter.


 


15.2         Notwithstanding the foregoing, each Party
shall have the right to terminate this Agreement upon giving not less than
thirty (30) days written notice to the other if the other Party commits a
material breach of this Agreement which in case of a breach capable of remedy
shall not have been remedied within sixty (60) days of the receipt by it of
such notice.


 


15.3         LICENSEE has the right to terminate this
Agreement at any time giving not less than thirty (30) days written notice to
SENESCO. At termination, the license granted to Licensee hereunder shall
immediately cease and LICENSEE shall immediately destroy, or at the request of
SENESCO return, all Licensed Know- How in its possession.


 


15.4         Articles 5.2, 12, 13, 14 and 15.4 shall
survive the expiration or early termination of this Agreement. Articles 12 and
13 shall survive the expiration or early termination of this Agreement for five
(5) years.


 


14

















 


IN WITNESS WHEREOF, the
parties caused this Agreement to be executed in two (2) copies by their duly
authorized and empowered representatives.


 


	
  Senesco
  Technologies, Inc.

  	
  Bayer
  CropScience AG,

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Bruce C.
  Galton

  	
   

  	
  /s/ Dr. G.
  Merchand

  	
   

  
	
  Name: Bruce
  C. Galton

  	
  Name: Dr. G.
  Merchand

  
	
  Title:
  President & CEO

  	
  Title:
  General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Philippe
  Walker

  	
   

  
	
   

  	
  Name:
  Philippe Walker

  
	
   

  	
  Title: Head
  of Business Development

  
				



 


 


15

















ANNEX I

to the

License Agreement

between

Bayer CropScience AG

and

Senesco Technologies, Inc.


 


Licensed Patents


 


Any Patent, in any country
of the world, claiming or having claimed priority of patent applications:


 


***


 


*** filed on *** which
includes:

Provisional *** filed ***

Provisional *** filed ***

Provisional *** filed ***

Provisional *** filed ***


 


*** filed on *** which
includes:

Provisional *** filed ***

Provisional *** filed ***

Provisional *** filed ***

Provisional *** filed ***


 


including, but not limited
to:


 


***

***

***

***

***

***


 


***

***

***

***

***

***

***

***

***


 


***

***

***


 


***

***

***

***

***


 


ANNEX I 1

















 


***

***

***

***

***

***


 


***

***

***

***

***

***

***

***

***

***

***


 


***

***

***

***

***

***

***

***

***

***

***

***


 


***

***

***

***

***

***

***

***

***

***

***

***


 


ANNEX I 2

















 


ANNEX II


to the


License Agreement


between


Bayer CropScience AG


and


 


Senesco Technologies, Inc.


 


Licensed Know-How


 


Intentionally
left blank:

Information will be
added later on by Senesco Technologies, Inc.


 


 


ANNEX II 1