Exhibit
10.1


 


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


 


	
  1.

  	
  INTRODUCTION OF THE PARTIES

  	
  3

  
	
  2.

  	
  PREAMBLE

  	
  3

  
	
  3.

  	
  DEFINITIONS

  	
  3

  
	
  4.

  	
  LICENSE GRANT

  	
  5

  
	
  5.

  	
  IMPROVEMENT

  	
  5

  
	
  6.

  	
  SUBLICENSE GRANT

  	
  6

  
	
  7.

  	
  REPORTS

  	
  6

  
	
  8.

  	
  TRANSFER OF TANGIBLES AND INFORMATION

  	
  6

  
	
  9.

  	
  MAINTENANCE AND ENFORCEMENT OF PATENTS

  	
  7

  
	
  10.

  	
  BEST EFFORTS

  	
  8

  
	
  11.

  	
  CONSIDERATION

  	
  8

  
	
  12.

  	
  LIMITED WARRANTY. LIMITATION OF LIABILITY

  	
  11

  
	
  13.

  	
  CONFIDENTIALITY – PUBLICATIONS

  	
  12

  
	
  14.

  	
  GENERAL PROVISIONS

  	
  13

  
	
  15.

  	
  TERMINATION DURATION

  	
  16

  
	
   

  	
   

  	
   

  
	
  ANNEX I:

  	
  Licensed Patents

  	
   

  
	
  ANNEX II:

  	
  Licensed Know-How

  	
   

  
				



 


2

















 


LICENSE
AGREEMENT


 


1.     INTRODUCTION OF THE
PARTIES


 


This Agreement is made
effective the 23rd day of July, 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”) and/or deoxyhypusine synthase
(“DHS”);


 


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.           “Advanced Development
Completion”: ***


 


3

















 


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


 


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


 


3.4.           “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 fifty per
cent (50 %) 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.


 


3.5.           “COTTON”: cells, plants,
seeds, part of plants of any species of the genus Gossypium cultivated for cotton
fiber and/or cotton seed oil production.


 


3.6.           “Early Development
Completion”: ***


 


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


 


3.8.           “Gene Component”: a
single locus in the genome of a COTTON, comprising a DNA sequence introduced by
BAYER which modulates the native expression of eIF-5A and/or DHS.


 


3.9.           “Gene Component
Confirmation”: ***


 


3.10.         “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.


 


3.11.         “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 COTTON  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.


 


3.12.         “Licensed Technology”:
methods and means to modulate expression of eIF-5A and/or DHS (including all of
their isoforms).


 


3.13.         “License Income”: the
amounts of royalties and/or lump sum fees effectively received by BAYER 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.


 


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


 


4

















 


3.15.         “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.


 


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


 


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


 


3.18.         “Product Seed Unit”: ***


 


3.19.         “Proof of Phenotype”: ***


 


3.20.         “Regulatory Clearance”: ***


 


3.21.         “Territory”: worldwide.


 


3.22.         “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.


 


4.     LICENSE GRANT


 


4.1.           SENESCO hereby grants
to LICENSEE, solely in COTTON, an exclusive license 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, solely for COTTON, 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 


 


5

















 


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 COTTON 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, 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-5A and/or DHS in plants (such as novel eIF-5A genes and DHS
genes, novel chimeric genes involving eIF-5A and/or DHS genes) 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 to the extent that it is directed or is applied in relation to COTTON
shall always be a Licensee Improvement.


 


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 COTTON, 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 


 


6

















 


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 COTTON 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 COTTON
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 above-mentioned 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 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 COTTON, LICENSEE will have the exclusive right and will 


 


7

















 


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 COTTON. 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 COTTON, 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.


 


11.   CONSIDERATION


 


11.1.         Milestone payments


 


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


 


a.                at signature: ***;


b.                at Gene Component Confirmation, or ***;


c.                at Proof of Phenotype, or ***;


d.                at Early Development Completion, or ***;


e.                at Advanced Development Completion, or ***; and


f.                 at Regulatory Clearance: ***.


 


8

















 


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 performance attributable to Licensed Technology and Licensee
Improvement in that Product. Such *** shall consist of ***, as determined hereinafter, ***. However,
the *** by LICENSEE to growers for *** will be *** from ***.


 


11.2.2.              The amount of the royalty due shall be
determined as follows:


 


*** to by ***
(hereinafter referred to as “***”), followed by *** or imposed by *** in that ***
(or, as the case may be, ***in *** in a group of ***or even a ***a ***in the ***or
in ***in that ***(e.g. the ***), or in the absence thereof, in *** by *** in
that *** which would be in *** to said *** (e.g. the ***), as agreed by the ***or
by ***by *** (hereinafter referred to as “***yield ***to ***in ***and *** will
be ***, and this for each of the *** or ***:


 


a.                yield increase *** over the best COTTON (other than controls), including
Bayer COTTON, of the same species in the relevant trials: ***;


 


b.                yield increase equal to or greater than *** over the best COTTON, including
Bayer COTTON (other than controls), of the same species in the relevant trials:
***;


 


c.                yield increase equal to or greater than ***over the best COTTON, including
Bayer COTTON (other than controls), of the same species in the relevant trials:
***


 


Parties acknowledge and agree that said royalty amounts will be multiplied by a multiplier as follows: ***.


 


11.2.3.              Parties furthermore acknowledge and agree
that in the event the Contractual Field Trials and Governmental Field Trials
lead to different results in a given country or region, yield performance
attributable to Licensed Technology and Licensee Improvement in that Product
and royalty amount will be determined as follows:


 


a.                the results of the *** will account for ***
of the ***, as set forth by ***, and


 


b.                According to the results of the *** the *** amount
will be ***, as from the date of such ***, to ***, as determined hereinabove,
provided *** of the *** and *** do not substantially differ. The results of the
***and *** shall be 


 


9

















 


deemed not to
differ substantially if such results are within the same range of yield
increase, as set forth by Article 11.2.2. In the event the ***and ***the ***shall
be ***by the ***of the ***and ***.


 


11.2.4.              If at any time in a given country or region the ***of ***
with more than *** compared to the ***of *** in such country or region at ***
in such country or region, or, as the case may be, the ***of *** in such
country or region at the date of the previous adjustment pursuant to this
article 11.2.5, Parties shall, upon request of LICENSEE (hereinafter in this
section referred to as the “Request”), *** set forth by *** in such ***.
Parties acknowledge and agree however that *** at least be *** to the *** in
the above ***.


 


If the Parties are
unable to agree upon an *** within *** days as from the date of the Request,
Parties shall agree on the appointment of an independent expert, who will determine,
by way of a final and binding third party decision, the adjustment of the
royalty amounts set forth by article 11.2.2 in such country or region. If
Parties are however unable to agree on an expert within fifteen (15) days as
from the date of the Request, each of the Parties shall be entitled to request
the competent court to appoint an independent expert of repute with relevant
experience.


 


11.2.5.              If at the *** of the *** and/or at each subsequent ***
in a given country or region the *** as specified in article 11.2.2 has ***
with more than *** compared to the *** as specified in article 11.2.2 at
Product Launch in such country or region, Parties shall, upon request of
LICENSEE (hereinafter in this section referred to as the “Request”), ***a ***of
the *** set forth by *** in such ***. Parties acknowledge and agree however
that such adjustment shall at *** with the ***, and ***, set forth by ***.


 


If the Parties are
unable to agree upon an *** within ***days as from the date of the Request,
Parties shall agree on the appointment of an independent expert, who will
determine, by way of a final and binding third party decision, the adjustment
of the royalty amounts set forth by article 11.2.2 in such country or region.
If Parties are however unable to agree on an expert within fifteen (15) days as
from the date of the Request, each of the Parties shall be entitled to request
the competent court to appoint an independent expert of repute with relevant
experience.


 


11.2.6.              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.


 


11.2.7.              Each Party shall use reasonable and legal
efforts to reduce tax on withholding payments to be made to the other Party. If
tax withholdings 


 


10

















 


under the
laws of any country are required with respect to payments to the other Party,
each Party may 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.


 


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 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.


 


11

















 


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.;


•        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 


 


12

















 


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 


 


13

















 


have been received
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



 


14

















 


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.


 


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 


 


15

















 


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.


 


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 


 


16

















 


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.


 


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

  
					



 


17

















 


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 ***


***, filed on ***


***, filed on ***


*** filed on ***


Provisional *** filed ***
(incorporated in ***)


Provisional *** filed ***
(incorporated in ***)


Provisional *** filed ***
(incorporated in ***)


Provisional *** filed ***
(incorporated in ***)


 


*** filed on ***


Provisional *** filed ***
(incorporated in ***)


Provisional *** filed ***
(incorporated in ***)


Provisional *** filed ***
(incorporated in ***)


Provisional *** filed ***
(incorporated in ***)


 


including but not limited
to:


 


*** (***)


*** (***)


*** (***)


*** (***)


*** (***)


*** (***)


 


*** (previously
application ***)


***


***


***


***


***


***


***


***


 


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